Vireo Growth to acquire Planet 13; Planet 13 shareholders to receive 0.01538 Vireo shares per share

Vireo Growth Inc.

Planet 13 shareholders to receive 0.015383618 Vireo subordinate voting shares per share held.
Key shareholders (Scheffler, Groesbeck, Loop, Wren) agreed to vote for merger and lock up Vireo shares received with staggered release over 18 months.
Termination fee of $1,800,000 payable by Planet 13 to Vireo in certain circumstances, including if Planet 13 accepts a superior proposal.
Closing requires approval by majority of Planet 13 shareholders and minority approval under Canadian MI 61-101, plus regulatory approvals.
Merger must close by July 26, 2027, extendable to Oct 26, 2027 for cannabis regulatory approvals.

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