Chicago Atlantic and Lineage Merchant Partners are proud to announce the execution of definitive merger agreements entered into by Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO), in which Chicago Atlantic is the largest stockholder, with three leading single-state operators: Proper Cannabis (Missouri), Deep Roots Harvest (Nevada), and WholesomeCo Cannabis (Utah). The merger agreements with Wholesome and Proper include the acquisition of Arches, a cutting-edge analytics and distribution technology platform joint venture between Wholesome and Proper. In addition, the Company signed a binding memorandum of understanding to acquire The Flowery (Florida).

The combined entity (assuming Vireo completes all of the merger transactions) will span seven states, managing approximately 1,043,500 square feet of cultivation and manufacturing space across nine cultivation facilities, and operating 48 retail dispensaries. Supported by Chicago Atlantic, Vireo announced a $75 million equity securities offering at $0.625 per Vireo subordinate voting share, with closing subject to customary approvals, valuing the total deals collectively at approximately $397 million.

A New Vision for the Cannabis Industry

John Mazarakis, co-founder of Chicago Atlantic, has been appointed CEO and Co-Executive Chairman of Vireo.

As CEO, John Mazarakis will lead Vireo in creating the first comprehensive platform for cannabis operators. His mission is to empower operators to build sustainable, profitable businesses while preserving their unique cultures and addressing regulatory and capital challenges.

Mr. Mazarakis commented:

“I am thrilled to lead Vireo as we redefine the cannabis landscape with a decentralized approach that supports local expertise while leveraging shared corporate services. This model enables operators to adapt quickly to consumer behavior and capture incremental market share, creating significant opportunities for growth.”

Mr. Mazarakis brings a wealth of experience in cannabis and business operations. At Chicago Atlantic, he has overseen over $2 billion in cannabis-related investments and led the public listing of one of the first cannabis-focused mortgage REITs (Nasdaq: REFI) in 2021. His entrepreneurial career spans 25 years, during which he built and operated 35+ restaurants, developed over 1 million square feet of commercial real estate, and scaled a food distribution business from $12 million to $90 million in annual revenue in under two years.

Transaction Overview

Vireo currently has operations in three states, Minnesota, Maryland, and New York, and if consummated, the transactions would add four single-state operators, namely The Flowery (a fast-growing high-end premium producer from Florida), Proper Cannabis (a leading operator in Missouri), Deep Root Harvest (a leading operator in Nevada), and WholesomeCo Cannabis (a leading operator in Utah).

Positioned for Growth

Together, Chicago Atlantic and Vireo have established a robust platform with an industry-leading balance sheet, strong profitability, and a compelling growth profile positioning it for success in today’s evolving cannabis landscape.

For more information on the merger transaction, read Vireo’s merger announcement.

About Chicago Atlantic

Chicago Atlantic is a private markets alternative investment manager focused on industries and companies where demand for capital exceeds traditional supply. The firm’s investment strategies include opportunistic private credit and equity with focuses on loans to esoteric industries, specialty asset-based loans, liquidity solutions and growth and technology finance. Chicago Atlantic has closed over $2.3 billion in credit facilities since inception. Chicago Atlantic’s team of over 80 professionals has offices in Chicago, Miami, New York and London. For more information on Chicago Atlantic’s investment opportunities and financing products, visit chicagoatlantic.com.

About Vireo

Vireo was founded as a pioneer in medical cannabis in 2014 and sustained with an entrepreneurial drive that fuels its ongoing commitment to serve and delight its key stakeholders, most notably its customers, its employees, its shareholders, its industry collaborators, and the communities in which they live and operate. Vireo works every day to get better and its team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent capital and human resource allocation. For more information, please visit vireogrowth.com.

About Lineage Merchant Partners

Lineage Merchant Partners is a unique investment banking advisor singularly serving the cannabis industry since its founding in 2021. The firm’s focus is providing M&A, capital raising, and strategic advisory services with an understanding of each client’s critical needs, bespoke positioning to the market for each engagement, and the development of long-term relationships. Our leadership team has a strong track record of strategic dealmaking experience across the cannabis industry in both an advisory and principal capacity. www.lineagemerchantpartners.com

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