Mr. John Mazarakis of Vireo reports

VIREO GROWTH INC. COMPLETES ACQUISITION OF C21 INVESTMENTS INC.

Vireo Growth Inc. and C21 Investments Inc. have completed the previously announced acquisition by Vireo of all of the issued and outstanding common shares (after conversion of all subordinate voting shares) of C21 pursuant to a definitive arrangement agreement entered into between Vireo and C21 on June 14, 2026.

Transaction details

The transaction was effected by way of a court-approved plan of arrangement in accordance with the Business Corporations Act (British Columbia). Pursuant to the terms of the arrangement, all outstanding C21 subordinate voting shares were first converted into C21 common shares, and holders of C21 common shares (including common shares issued on conversion of subordinate voting shares) received 0.023052 of a subordinate voting share of Vireo for each C21 common share held. In total, Vireo issued an aggregate of 2,766,409 Vireo shares in connection with the transaction in exchange for all of the issued and outstanding C21 shares.

As a result of the transaction, the C21 common shares are expected to be delisted from the Canadian Securities Exchange and cease to be quoted on the OTCQX market on or about Aug. 21, 2026, and C21 intends to apply to cease to be a reporting issuer under applicable Canadian securities laws, deregister the C21 common shares under the U.S. Securities Exchange Act of 1934, as amended, and terminate its other public reporting obligations in due course.

The Vireo shares issued pursuant to the arrangement were issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof and applicable exemptions or qualifications under applicable U.S. state securities laws.

Pursuant to the letter of transmittal mailed to shareholders of C21 as part of the materials delivered in connection with the special meeting of C21 shareholders held on Aug. 7, 2026, to receive the Vireo shares to which they are entitled, registered holders of C21 shares are required to deposit the share certificate(s) or direct registration system statements representing their C21 shares, together with a duly completed letter of transmittal, with Odyssey Trust Company, the depositary under the arrangement. Shareholders whose C21 shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their C21 shares.

Further details regarding the arrangement are set out in C21's management information circular dated July 3, 2026, which is available on SEDAR+ under C21's issuer profile.

Management commentary

With the completion of this acquisition, C21 joins the Vireo platform, adding three leading Nevada dispensaries operating under the Silver State Relief brand and approximately 104,000 square feet of cultivation and production capacity. The acquisition expands Vireo's current presence in Nevada to approximately 14 operational dispensaries and 159,000 square feet of cultivation and manufacturing capacity.

Vireo's chief executive officer, John Mazarakis, commented: "We are excited to welcome the C21 team to Vireo and add their high-quality operations under the Silver State banner to our Nevada platform. This transaction strengthens our position in an important market, adds three leading dispensaries and significant cultivation capacity, and creates meaningful opportunities for operational synergies. We look forward to building on C21's strong foundation as we continue to grow our Nevada business."

C21 chairman Bruce Macdonald commented: "The completion of this transaction marks an important milestone for C21 and our shareholders. We are proud of the business our team has built and believe that becoming part of Vireo provides a strong platform for the next phase of growth for Silver State Relief. We look forward to seeing the combined organization build on C21's success in Nevada."

Required early warning report information

Prior to completion of the arrangement, Vireo did not have beneficial ownership of, or control or direction over, any C21 shares. Upon completion of the arrangement, Vireo beneficially owns, or exercises control or direction over, all of the issued and outstanding C21 common shares, representing 100 per cent of the issued and outstanding C21 shares. An early warning report will be filed in accordance with applicable securities laws and will be available on C21's SEDAR+ profile. To obtain a copy of the early warning report, please contact Vireo Growth, 207 South 9th St., Minneapolis, Minn., 55402, attention: Lynn Ricci, director, investor relations and corporate communications, or at 781-956-7052.

Advisers

DLA Piper (Canada) LLP and Eversheds Sutherland (US) LLP acted as legal advisers to Vireo. Koffman Kalef LLP acted as legal adviser, and Needham & Company LLC acted as financial adviser to C21.

About C21 Investments Inc.

C21 Investments is a vertically integrated cannabis company that cultivates, processes and distributes quality cannabis and hemp-derived consumer products in the state of Nevada. C21 is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing and distribution assets in strategic markets, leveraging industry-leading retail revenues with high-growth potential multimarket branded consumer packaged goods. C21 owns Silver State Relief LLC and Silver State Cultivation LLC in Nevada, including legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. These brands produce and distribute a broad range of tetrahydrocannabinol and cannabidiol products from cannabis flowers, prerolls, cannabis oil, vaporizer cartridges and edibles.

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 approximately 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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