Vireo Growth Inc. Announces Put/Call Agreement in Connection with Loan Acquisition

MINNEAPOLIS, Sept. 29, 2026 (GLOBE NEWSWIRE) -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), a leading cannabis company and agricultural markets platform, today announced that it has entered into a Put/Call Agreement (the “Put/Call Agreement”) with Battle Green Holdings SR LLC (the “Note Holder”), pursuant to which the Note Holder may cause Vireo to acquire, or Vireo may elect to acquire, a loan issued pursuant to a promissory note (the “Note”) issued by BG Ohio SPV LLC to the Note Holder.

Pursuant to the terms of the Put/Call Agreement, the Note Holder will have the right, but not the obligation, to cause Vireo to acquire the Note (the “Put Right”) and Vireo will have the right, but not the obligation, to purchase the Note (the “Call Right”), in each case by issuing Vireo subordinate voting shares (“Vireo Shares”) at a price of US$19.50 per Vireo Share in the case of the Put Right or US$18.60 per Vireo Share in the case of the Call Right. In addition, at the maturity date of the Note, if neither the Put Right nor the Call Right has been exercised, Vireo will acquire the Note by issuing Vireo Shares at the trailing 30-day volume weighted average price of the Vireo Shares (the “Maturity Call Right”). Additional Vireo Shares may be issuable in respect of accrued interest on the Note, subject to Vireo’s right to pay such interest in cash. The Put/Call Agreement has a term of three years. If the Put Right or Call Right is exercised, Vireo would issue a maximum of 972,905 Vireo Shares, based on a principal amount under the Note of US$18,096,028. If the Maturity Call Right is exercised, the number of Vireo Shares issuable will be determined based on the trailing 30-day volume weighted average price at the time of exercise, subject to applicable CSE pricing minimums. No Vireo Shares will be issued unless and until the Put Right, Call Right, or Maturity Call Right is exercised and all applicable conditions have been satisfied.

About Vireo Growth Inc.

Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and agricultural supply businesses across the United States, creating exposure to both cannabis and complementary adjacent markets. With operations in 10 states and more than 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions, and local market execution to scale its platform and drive long-term shareholder value. The Company is focused on expanding market share and strengthening its portfolio of consumer brands and services, while supporting the customers, employees, shareholders, and communities it serves. For more information about Vireo, visit www.vireogrowth.com.

Forward-Looking Information

This press release contains “forward-looking information” or “forward-looking statements” within the meaning of applicable United States and Canadian securities legislation (referred to herein as “forward-looking information”). Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense. Forward-looking information in this press release includes, without limitation, whether the Put Right, Call Right or Maturity Call Right will be exercised; the potential acquisition of the Note and the issuance of Vireo Shares pursuant to the Put/Call Agreement; the potential issuance amount and timing of any Vireo Shares pursuant to the Put/Call Agreement; and the potential impact of the Put/Call Agreement on the trading price of the Vireo Shares. These statements should not be read as guarantees of future performance or results.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: the potential dilutive impact and overhang resulting from the possible issuance of Vireo Shares in connection with the Put/Call Agreement; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties; the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to meet the demand for flower in its various markets; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available on EDGAR with the U.S. Securities and Exchange Commission at www.sec.gov and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.

The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.

For Vireo, contact:
Lynn Ricci
Director Investor Relations & Corporate Communications
investor@vireogrowth.com
781-956-7052