Vireo closes $132.7M acquisition of Nevada cannabis operator Deep Roots; 255.2M shares issued

Vireo Growth Inc.

Consideration 255.2M Vireo shares at $0.52/share; multiple 4.175x 2024 Closing EBITDA of $30M.
Deep Roots operates 54,000 sq ft cultivation facility and 10 retail dispensaries in Nevada.
Selling shareholders subject to 33-month voluntary lock-up with tranche releases.
Earn-out and clawback provisions based on 2026 EBITDA vs Closing EBITDA; max clawback 50% of shares.
Vireo assumed ~$19.2M debt under CA Loan Agreement at Prime +6.5%, maturing Aug 2027.

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