Vireo Growth Inc. (VREOF): M&A transaction — 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.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Vireo Growth Inc. incurred loan of approximately $19,200,000 at Prime Rate plus 6.5% maturing August 15, 2027.

Instrument: loan
Principal: approximately $19,200,000
Rate: Prime Rate plus 6.5%
Maturity: August 15, 2027
Event: incurrence

Exact text from the filing

set forth under Item 2.01 of this Current Report on Form 8-K related to the aggregate outstanding net debt of Deep Roots to the Agent and/or its affiliates of approximately $19,200,000 pursuant to a Loan and Security Agreement dated as of April 15, 2024 by and among Deep Roots and certain of its affiliates, the Agent, and certain other parties thereto (as

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Vireo Growth Inc. completed an acquisition involving Deep Roots Holdings, Inc. (closed 2025-06-06).

Action: acquisition
Counterparty: Deep Roots Holdings, Inc.
Closing: 2025-06-06

Exact text from the filing

On June 6, 2025 (the “Closing Date”), Vireo completed its previously announced acquisition of Deep Roots pursuant to a merger whereby Merger Sub merged with and into Deep Roots (the “Merger”).

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Vireo Growth Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-058908

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