Mr. Joe Duxbury reports

VIREO GROWTH INC. ANNOUNCES UPDATE ON NON-BINDING MEMORANDUM OF UNDERSTANDING TO ACQUIRE THE HAWTHORNE GARDENING COMPANY FROM SCOTTSMIRACLE-GRO

Vireo Growth Inc. has provided an update on its previously announced non-binding memorandum of understanding with The Scotts Miracle-Gro Company to acquire The Hawthorne Gardening Company LLC (including certain of its subsidiaries), an operating subsidiary of ScottsMiracle-Gro and leading provider of nutrients, lighting and other materials used for indoor and hydroponic gardening in North America.

The Hawthorne transaction could close any time following five business days following the date of this announcement, subject to the conditions described below. The material details of the transaction are expected to be substantially consistent with those previously announced on Vireo's earnings call on March 17, 2026. As part of the Hawthorne transaction, it is contemplated that Vireo would acquire Hawthorne with at least $35-million (U.S.) of cash and approximately $50-million (U.S.) of net working capital, and would be provided approximately $20-million (U.S.) of inventory composed mostly of soil to be supplied to the company over two years, in exchange for the issuance of 206 million subordinate voting shares of the company and a warrant to purchase 80 million shares at an exercise price of 85 U.S. cents per share, exercisable for a period of five years from the date of issuance. In connection with the transaction, Vireo intends to appoint Chris Hagedorn, executive vice-president of ScottsMiracle-Gro and executive lead of the Hawthorne business, to its board of directors following completion of the transaction and upon shareholder approval.

Completion of the Hawthorne transaction remains subject to, among other things: (i) the negotiation and execution of definitive transaction agreements on terms acceptable to both parties; and (ii) receipt of all required regulatory approvals, including, if applicable, the approval of the Canadian Securities Exchange. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be completed on the terms described herein or at all.

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 its intense local market focus while leveraging the strength of a national portfolio. It is committed to hiring industry leaders and deploying capital and talent where it 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.