Mr. John Mazarakis reports

VIREO GROWTH INC. TO ACQUIRE CERTAIN ASSETS OF THE CANNABIST COMPANY HOLDINGS INC.

Vireo Growth Inc., through its subsidiary, Vireo Health of Arcadia LLC (buyer), and The Cannabist Company Holdings Inc. have entered into a definitive purchase agreement pursuant to which the buyer will acquire certain cannabis cultivation, manufacturing and retail operations from subsidiaries of Cannabist across five markets: Colorado, Illinois, Massachusetts, New Jersey and West Virginia.

Total consideration for the transaction, subject to certain regulatory approvals, will be up to $35-million (U.S.), comprising up to $18.75-million (U.S.) in cash payable at closing and up to $16.25-million (U.S.) in seller notes. Total consideration payable in the transaction will be subject to customary adjustments based on target levels of cash, indebtedness, tax liabilities, working capital adjustments, as well as certain other items. Completion of the transaction is expected to occur in stages through calendar year 2026 and into calendar year 2027, subject to certain regulatory approvals.

The transaction represents the latest step in Vireo's continuing strategic expansion initiative and is expected to further strengthen the company's footprint in several attractive, limited-licence cannabis markets.

Upon closing each market, Vireo will deepen its presence in Colorado with eight dispensaries and enter four new state markets. In total, the transaction is expected to add up to 25 dispensaries, one cultivation and one production asset, bringing Vireo's pro forma retail footprint to approximately 230 dispensaries, including previously announced acquisitions pending closing. This transaction would position Vireo as a top-tier cannabis operator with operations across 15 states, and the second-largest dispensary network in the country.

The transaction is subject to customary closing conditions and regulatory approvals in each market. Upon closing, Vireo expects to integrate the acquired operations into its existing platform while maintaining a focus on operational efficiency, product quality and customer experience. The company noted additional divestitures could follow the closing depending on regulatory review and as part of continuing portfolio optimization efforts.

Cannabist strategic review process, CCAA proceedings and Chapter 15 proceedings

As Cannabist previously announced, on March 24, 2026, Cannabist commenced CCAA proceedings before the Ontario Superior Court of Justice (Commercial List) and entered into a previously announced strategic review process initiated by a special committee of Cannabist's board of directors comprising independent directors. With support from external financial and legal advisers, the special committee thoroughly evaluated a range of options including potential asset sales, mergers, or other strategic and financial transactions in light of persistent operational and financial challenges facing both Cannabist and the broader industry. Cannabist previously announced it had entered into a non-binding memorandum of understanding agreement for the sale of certain equity interests in and assets of subsidiaries in the Colorado, Illinois, New Jersey, West Virginia and Massachusetts markets on March 24, 2026.

In addition, on March 25, 2026, Cannabist commenced proceedings under Chapter 15 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware seeking recognition of the CCAA proceeding. On May 9, 2026, Cannabist obtained recognition of the CCAA proceeding from the U.S. Bankruptcy Court.

Management commentary

"The acquisition of select Cannabist assets meaningfully expands our operational footprint, strengthens our vertically integrated platform and adds a highly experienced team along with operations in new markets for Vireo," stated Vireo chief executive officer John Mazarakis. "This transaction reflects our disciplined and strategic approach to industry consolidation as we continue building one of the most capital efficient, vertically integrated cannabis platforms in the United States."

"We are proud of the team and operations we have built across these markets, and we believe these transactions position those assets for continued growth and long-term success through Vireo's platform," said Cannabist Company chief executive officer David Hart.

Approvals and recommendation

The transaction was unanimously approved by the special committee. Completion of the transaction is subject to, among other things, the granting of a sale approval and vesting order by the Canadian court under the CCAA and receipt of applicable cannabis regulatory approvals in each market. The board of directors of Vireo has also unanimously approved the transaction.

Legal and financial advisers and chief restructuring officer

Stikeman Elliott LLP is acting as Canadian counsel to Cannabist, while Weil, Gotshal & Manges LLP serves as U.S. counsel to Cannabist in respect of the transaction and Chapter 15 Proceedings, and Foley Hoag LLP serves as U.S. regulatory counsel to Cannabist. Moelis & Company LLC acts as investment banker and financial adviser to Cannabist. SierraConstellation Partners LLC is the chief restructuring officer of Cannabist.

DLA Piper (Canada) LLP is acting as Canadian legal counsel, Eversheds Sutherland (U.S.) LLP is acting as United States legal counsel and Troutman Pepper Locke LLP is acting as U.S. securities counsel to Vireo.

About The Cannabist Company (formerly known as Columbia Care)

The Cannabist Company, formerly known as Columbia Care, owns subsidiaries that are cultivators, manufacturers, and providers of cannabis products and related services. The Cannabist Company's subsidiaries operate dispensaries and cultivation and manufacturing facilities, including those facilities subject to pending sale or wind-down. Founded as Columbia Care, with a focus on medical applications of cannabis and emphasis on institutional research and clinical outcomes, The Cannabist Company is one of the original multistate providers of cannabis in the U.S. and now delivers products and services to both the medical and adult-use markets. In 2021, in response to the proliferation of adult use markets, The Cannabist Company launched Cannabist, its retail brand, creating a national dispensary network through its subsidiaries. The Cannabist Company's subsidiaries offer products spanning flower, edibles, oils and tablets, and manufacture popular brands including dreamt, Seed & Strain, Triple Seven, Hedy, gLeaf, Classix, Press, and Amber.

About Vireo Growth Inc.

Vireo Growth 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.

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