Vireo Growth Inc. to Acquire Bridgewell Agribusiness LLC

MINNEAPOLIS, May 25, 2026 (GLOBE NEWSWIRE) -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), today announced its intention to enter into a Securities Purchase Agreement with BWAB Holdings LLC (“Seller”) and certain other parties to acquire all of the issued and outstanding membership interests of Bridgewell Agribusiness LLC (including certain of its subsidiaries, “Bridgewell”), a supplier of organic and non-GMO food and agricultural products to manufacturers (the “Bridgewell Transaction”).

The Bridgewell Transaction could close any time following five (5) business days following the date of this announcement, subject to the conditions described below. The aggregate consideration for the Bridgewell Transaction is based on a base purchase price of US$40 million, subject to adjustments for, among other things, approximately US$30 million of assumed indebtedness of Bridgewell that will remain outstanding following closing and the assumption of certain other transaction expenses. After giving effect to such adjustments, the estimated closing purchase price is expected to be approximately US$10,262,333. In exchange for the issued and outstanding membership interests of Bridgewell, Vireo will issue an unsecured, subordinated convertible note to the Seller (the “Convertible Note”) in the aggregate principal amount equal to the closing purchase price, which will automatically convert on or after the second anniversary of closing into an estimated 16,552,150 subordinate voting shares of Vireo (the “Consideration Shares”) at a deemed price of US$0.62 per Consideration Share (which final price will be subject to the policies of the Canadian Securities Exchange and based on the volume weighted average trading price of the Company’s subordinate voting shares for 20 consecutive trading days ending two trading days prior to the closing date). The aggregate principal amount of the Convertible Note and number of Consideration Shares issuable thereunder are subject to certain post-closing purchase price and other adjustments.

Completion of the Bridgewell Transaction remains subject to, among other things: (i) the negotiation and execution of definitive transaction agreements on terms acceptable to both parties; (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 Bridgewell Transaction will be completed on the terms described herein, or at all.

The Consideration Shares described above have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws. Accordingly, the Consideration Shares will be “restricted securities” (as such term is defined in Rule 144 under the Securities Act) and may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws. The Convertible Note and Consideration Shares will be distributed pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and will be subject to a hold period of four months and a day from the date of distribution in accordance with National Instrument 45-102 – Resale of Securities and applicable Canadian securities legislation.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Consideration Shares described herein nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Bridgewell is a privately held supplier of organic and non-GMO food and agricultural products to manufacturers and processors. The company sources, procures and supplies organic and non-GMO agricultural commodities and food ingredients, and acts as an intermediary between agricultural producers and food manufacturers, providing customers with a reliable supply of raw materials and ingredients that meet applicable certification and regulatory standards.

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 Vireo’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 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. 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”). To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. 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 and includes statements regarding expectations around the proposed transactions involving Bridgewell and its assets and the expected timing and benefits thereof; the approximate value of the consideration to be paid in the transaction; and the Company’s expectations around integration of the operations of its recent acquisitions and timing thereof. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the U.S. Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

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: risks related to the fact that there can be no assurance that the parties will enter into a definitive agreement; risks related to management's ability to negotiate a definitive agreement on acceptable terms or at all; risks related to receipt of necessary regulatory and third-party approvals for completion of the proposed transaction; risks and uncertainties associated with the proposed transaction with Bridgewell, some of which are beyond the Company’s control; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the proposed transaction with Bridgewell; the effects of the proposed transaction with Bridgewell on the Company and the interests of various constituents; subject to the successful outcome of the proposed transaction with Bridgewell, 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
(612) 314-8995

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