Vireo Growth Completes Acquisition of C21, Issues 2.77M Shares

What Happened

• On August 21, 2026, Vireo Growth Inc. announced it completed the previously disclosed acquisition of all issued and outstanding common shares of C21 Investments Inc. under a court‑approved plan of arrangement (BC). Pursuant to the arrangement, each C21 share was exchanged for 0.023052 of a subordinate voting Vireo share, and Vireo issued a total of 2,766,409 Vireo Shares as consideration. The C21 special meeting approving the plan was held August 7, 2026, and the Supreme Court of British Columbia granted the final order. All required regulatory approvals, including applicable cannabis regulatory approvals, were obtained before closing.

Key Details

• Closing date: August 21, 2026.
• Exchange ratio: 0.023052 Vireo subordinate voting share per C21 share.
• Total shares issued: 2,766,409 Vireo Shares issued to C21 shareholders.
• Post-closing corporate actions: C21 became a wholly owned Vireo subsidiary; C21 Shares were delisted from the Canadian Securities Exchange and ceased quoting on OTCQX on August 21, 2026; C21 intends to apply to cease reporting in Canada and deregister under the U.S. Exchange Act.
• Securities treatment: Vireo Shares issued to C21 shareholders were issued under the Section 3(a)(10) exemption to the U.S. Securities Act. The Arrangement Agreement and Plan of Arrangement were previously filed with the SEC (see the company’s June 18, 2026 8‑K).

Why It Matters

• The transaction brings C21’s business and assets into Vireo as a wholly owned subsidiary and transfers C21 public shareholders into Vireo equity holders via the share exchange. The issuance of 2,766,409 Vireo Shares increases Vireo’s outstanding share count and may affect per‑share metrics (e.g., EPS, ownership percentages). C21 will cease separate public reporting, so investors seeking information on the combined operations should look to Vireo’s future filings and disclosures. A press release describing the closing was furnished as Exhibit 99.1 to the 8‑K.