Vireo Growth Inc. Announces $85M Asset-Based Credit Facility and Completes PharmaCann Acquisition

What Happened

• On August 7, 2026, Vireo Growth Inc. (Vireo) and certain subsidiaries entered a Credit Agreement providing a senior secured asset‑based revolving credit facility with aggregate commitments of up to $85 million, with an accordion to increase commitments by up to $20 million (potential total $105 million). The Facility matures August 7, 2031 (five years). Interest is payable at either SOFR + 1.75%–2.00% or base rate + 0.75%–1.00% (margin tied to average availability); there is a 0.25% annual unused fee.
• Also on August 7, 2026, Vireo completed the previously announced acquisition from PharmaCann Inc. of certain Colorado retail cannabis assets for approximately $48.7 million, paid primarily by issuing 3,004,751 subordinate voting shares (2,943,023 released from escrow at closing; 61,728 held back and scheduled for release nine months after closing). The Acquired Assets add 17 retail dispensaries, bringing Vireo’s Colorado retail footprint to 56 locations. The Consideration Shares were issued in a private transaction exempt from registration under Section 4(a)(2) and Regulation D.

Key Details

• Credit facility: $85M committed capacity, accordion to $105M; maturity Aug 7, 2031; interest = SOFR+1.75–2.00% or base+0.75–1.00%; 0.25% unused fee.
• Use of proceeds: refinance prior indebtedness (including obligations to Chicago Atlantic Financial Services, LLC), fees/expenses, working capital, capex, and permitted acquisitions. CEO John Mazarakis is a partner of Chicago Atlantic Group, LP (affiliate of the prior lender) — disclosed in the filing.
• Acquisition terms: ~$48.7M total consideration; 3,004,751 subordinate voting shares issued (2,943,023 released at close; 61,728 holdback shares); assumption of specified liabilities; 17 Colorado dispensaries acquired; operations integrated after a prior Management Services Agreement.
• Security: Borrowers’ obligations secured by perfected first‑priority liens on substantially all assets (subject to permitted liens); subsidiary guarantees and a limited parent pledge included.

Why It Matters

• Financing: The new asset‑based facility provides near‑term liquidity and a formal borrowing base to refinance prior loans and support operations, capital spending and future acquisitions. It is secured financing, which affects the company’s capital structure and gives lenders priority on assets.
• Growth and scale: The PharmaCann acquisition immediately increases Vireo’s Colorado retail footprint to 56 stores, supporting potential revenue growth in a key state market.
• Share issuance and dilution: Consideration was paid largely in subordinate voting shares (3.0M shares issued), which dilutes existing shareholders; a small portion remains on holdback for nine months.
• Related‑party note: The filing discloses a connection between the CEO and the seller’s prior lender (Chicago Atlantic), a relevant governance/related‑party disclosure for investors.

Press releases announcing these items were issued by Vireo on August 7, 2026.