Mr. Joe Duxbury reports

VIREO GROWTH INC. ANNOUNCES CLOSING OF ACQUISITION OF OUTSTANDING SENIOR SECURED CONVERTIBLE NOTES OF SCHWAZZE

Vireo Growth Inc. has closed on a transaction to acquire outstanding senior secured convertible notes of public U.S. multistate cannabis operator, Medicine Man Technologies Inc. (doing business as Schwazze). The company simultaneously announced that it has entered into a restructuring support agreement (RSA) with Schwazze. The RSA sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of Schwazze to a newly formed entity (NewCo) to be majority owned by Vireo and the liquidation and winding down of Schwazze's remaining operations.

The value of the notes acquired was approximately $91-million, consisting of principal and interest, as of Oct. 10, 2025. The notes were acquired for total consideration of approximately $62-million, representing a substantial discount to par value. Vireo issued approximately 114,807,815 subordinate voting shares in consideration for the transaction to the previous holders of the notes. The notes mature in December, 2026, carry an interest rate of 13.0 per cent and are currently in default. Vireo will assume all rights and remedies of senior secured debtholders in relation to the notes.

Pursuant to the RSA, the collateral agent under the indenture governing the notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the asset sale. If the credit bid is successful, Vireo and Schwazze will enter into an asset purchase agreement with NewCo, pursuant to which the assets subject to the asset sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of Schwazze and a discharge of the notes. Certain parties have also agreed to provide NewCo with up to approximately $62-million in financing, the proceeds of which will be used to refinance certain outstanding Schwazze indebtedness, pay transaction expenses and provide NewCo with working capital.

Any remaining assets of Schwazze not purchased in the asset sale would be subject to a wind-down. Net proceeds from the wind-down, to the extent there are any, will be distributed to holders of claims and equity interests in Schwazze in accordance with their relative priority under applicable law.

Completion of the transactions contemplated by the RSA is subject to certain conditions, including regulatory approval where applicable.

John Mazarakis, chief executive officer of Vireo, commented: "We are proud to announce the signing of the restructuring agreement and acquisition of the senior secured notes. This transaction represents tremendous outcomes for all parties involved, and we look forward to welcoming the Schwazze team and their impressive collection of retail dispensaries to Vireo as we execute our restructuring plan."

Forrest Hoffmaster, chief executive officer of Schwazze, added: "This transaction, combined with our future collaboration with Vireo, reflects the beginning of an exciting new chapter for Schwazze. We are proud to bring our capabilities into Vireo's growing house of brands and proud to continue serving our loyal customers in Colorado and New Mexico with the branded products they know and love."

About Vireo Growth Inc.

Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned and execution-focused platform in the industry. This strategy drives the company's intense local market focus while leveraging the strength of a national portfolio. Vireo is committed to hiring industry leaders and deploying capital and talent where the company believes it will drive the most value. Vireo operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry collaborators and the communities it serves.

We seek Safe Harbor.