MINNEAPOLIS, July 02, 2026 (GLOBE NEWSWIRE) -- Vireo Growth Inc. (CSE: VREO) (OTCQX: VREOF) (“Vireo” or the “Company”), a leading vertically integrated cannabis company and agricultural markets platform today announced that it has entered into a Securities Purchase Agreement ("SPA") to acquire, jointly with Vive Penn, LLC. ("Vive"), a joint venture between the Company and Hive Holdings, Inc., all of the issued and outstanding limited liability company membership interests of FarmX, LLC d/b/a PhytoNatural (“PhytoNatural”), which owns a non-operational retail permit that would, subject to regulatory approval, allow Vive to open up to six retail stores in Pennsylvania (the "PhytoNatural Transaction"). Total consideration for the acquired licenses is approximately $20.0 million, with $8.0 million payable by Vive in cash at closing and the remaining $12.0 million payable through the issuance of approximately 645,161 subordinate voting shares of Vireo, to be issued two years following the closing date, subject to the terms of the SPA.

“Pennsylvania is an attractive medical market, approaching approximately 450,000 registered patients in the fifth most populous state in the country,” said John Mazarakis, Chief Executive Officer of Vireo. “This transaction, in partnership with Vive, provides Vireo with an entry into Pennsylvania through the ability to operate up to six medical dispensaries. We are evaluating sites for the Vive retail stores, and we believe we are well-positioned to build a meaningful presence in one of the country's leading limited-license cannabis markets.”

The PhytoNatural Transaction is expected to close two business days following the date the parties satisfy all conditions precedent to the SPA, including the receipt of all required regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature.

About Vireo Growth Inc.

Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) is a leading vertically integrated cannabis company building a broad platform across cannabis and adjacent agricultural markets. The Company operates cultivation, manufacturing, retail dispensaries, home delivery, distribution, and agricultural supply businesses across the United States, creating exposure to both cannabis and complementary adjacent markets. With operations in 10 states and approximately 170 dispensaries nationwide, Vireo combines disciplined capital allocation, strategic acquisitions, and local market execution to scale its platform and drive long-term shareholder value. The Company is focused on expanding market share and strengthening its portfolio of consumer brands and services, while supporting the customers, employees, shareholders, and 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 PhytoNatural Transaction and its assets and the expected timing and benefits thereof; the expected closing date, 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. 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 receipt of necessary regulatory and third-party approvals for completion of the proposed PhytoNatural Transaction; risks and uncertainties associated with the proposed PhytoNatural Transaction, 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 PhytoNatural Transaction; the effects of the proposed PhytoNatural Transaction on the Company and the interests of various constituents; subject to the successful outcome of the proposed PhytoNatural Transaction, 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