Vireo Growth to acquire ~86% of Schwazze's senior secured notes for $62M in stock

Vireo Growth Inc.

Acquiring ~86% of Schwazze's 13% Senior Secured Convertible Notes due Dec 2026 for ~$62M in subordinate voting shares.
Notes have aggregate value of ~$91M (principal+accrued interest); consideration implies a discount.
Shares issued at deemed price of $0.54 per VREO share; expected close by Oct 31, subject to CSE approval.
Schwazze is currently in default on payment obligations under the Notes.
CEO John Mazarakis is a partner of Chicago Atlantic Group, affiliate of collateral agent.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.7

Vireo Growth Inc. issued common stock to several holders (the 'Noteholders') of those certain 13% Senior Secured Convertible Notes due December 7, 2026 for at a deemed price per share of $0.54.

Security: common stock
Purchaser: several holders (the 'Noteholders') of those certain 13% Senior Secured Convertible Notes due December 7, 2026
Consideration: at a deemed price per share of $0.54

Exact text from the filing

approximately 86% of the total outstanding Notes. The consideration will be paid in the form of the Company’s subordinate voting shares at closing at a deemed price per share of $0.54 (the “Shares”). The purchases are expected to close by October 31, 2025, and are subject to approval by the Canadian Stock Exchange. The Notes accrue interest at a rate equal to

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Source: SEC EDGAR

accession 0001104659-25-097924

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