Vireo Growth Inc. 8-K

What Happened

• Vireo Growth Inc. (VREOF) filed an 8-K (dated June 18, 2026) disclosing an Arrangement Agreement (dated June 14, 2026) to acquire all issued and outstanding common shares of C21 Investments Inc. by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). A conversion step will first exchange C21 subordinate voting shares into C21 common shares (each subordinate voting share converting to 0.000001 C21 common shares), and then each C21 common share (other than shares held by dissenting shareholders) will be exchanged for 0.023052 subordinate voting shares of Vireo (the “Exchange Ratio”) at the Effective Time. Vireo also issued voting and support agreements with C21’s directors and executive officers.

Key Details

• Arrangement Agreement date: June 14, 2026; 8-K filed June 18, 2026; press release issued June 15, 2026.
• Exchange Ratio: each C21 common share → 0.023052 Vireo subordinate voting shares (subject to customary anti-dilution adjustments).
• Treatment of equity and debt: C21 RSUs and DSUs will vest and be settled into C21 common shares just before closing; C21 options will vest and convert into replacement Vireo options using the Exchange Ratio; warrants and debentures will be assumed or converted to yield the same aggregate number/type of Consideration Shares.
• Closing conditions include C21 shareholder approval, interim and final Supreme Court of British Columbia orders, required regulatory approvals (including cannabis regulators), prospectus/registration exemptions, limited dissent rights (holders ≤5% votes), director resignations/releases, no material adverse effect, and C21 aggregate transaction expenses capped at $2,000,000.
• Outside date: May 31, 2027. Termination/fees: C21 may owe a $3,000,000 termination fee in certain superior-proposal scenarios; a $1,000,000 expense reimbursement applies in specified breach-related terminations.

Why It Matters

• This is a proposed merger/acquisition that would add C21’s assets and securities to Vireo, changing Vireo’s shareholder base and potentially diluting existing holders based on the Exchange Ratio. The deal is subject to multiple regulatory and court approvals (notably cannabis-related), so completion is not guaranteed and could take many months. The agreement includes material termination fees and protections for both parties, and explicit treatment for C21’s outstanding options, RSUs, warrants and debentures, which matters for holders of those instruments. Investors should watch for shareholder votes, Canadian court approvals, regulatory clearances, and any superior proposals or material updates filed by either company.