Vireo Growth to acquire Deep Roots, Proper, WholesomeCo for shares at $0.52 reference price

Vireo Growth Inc.

All-share mergers with Deep Roots (Ref. EBITDA $31M), Proper ($31M), and WholesomeCo ($16M) at $0.52/share reference price.
Conditions include $75M equity investment, appointment of John Mazarakis as CEO and Co-Executive Chairman, and John Pennington as director.
Earnout payments after Dec 31, 2026 based on EBITDA growth at 4x multiple; up to 50% of upfront consideration subject to clawback if EBITDA underperforms 96.5% of Ref. EBITDA.
Lock-up agreements with staggered release over 33 months, with all shares locked up during 6-month period ending Dec 31, 2026.
Termination fees: $6.4M (Deep Roots), $4.6M (Proper), $3.4M (WholesomeCo).

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