Vireo Growth Inc. announces the acquisition of The Hawthorne Gardening Company from Scotts Miracle-Gro.

• The transaction further strengthens the Company’s balance sheet with combined cash and net working capital of approximately $110 million.
• 213 million shares outstanding with an implied price of $0.60 and 80 million warrants with a strike price of $0.85.
• The company has nominated Scotts Miracle-Gro EVP Chris Hagedorn for election to its board of directors.

MINNEAPOLIS, April 8, 2026 (GLOBE NEWSWIRE) — Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) (“Vireo” or the “Company”) announced today that it has completed the acquisition of The Hawthorne Gardening Company LLC (including certain of its subsidiaries, “Hawthorne”), a leading supplier of horticultural nutrients, lighting and other materials in North America. The Scotts Miracle-Gro Company (“ScottsMiracle-Gro”) (“Hawthorne Transaction”).

As a result of the Hawthorne transaction, Vireo acquired $35 million in cash held by Hawthorne, approximately $58 million in net working capital and $20 million in subland (primarily growing media) to be delivered to the company over two years in exchange for the release of Good Dog Holdings to 2nd 2nd Holdings LLC. of the Company (each, a “Share”) and a warrant to purchase 80 million shares (the “Warrants” and together with the Shares, the “Securities”) at an exercise price of $0.85 per share exercisable for a period of five years from the date of issuance. In connection with the transaction, Vireo has nominated Scotts Miracle-Gro Executive Vice President and CEO of the Hawthorne business, Chris Hagedorn, for election to its board of directors at the Company’s annual general and special meeting of stockholders on May 29, 2026.

“The acquisition of Hawthorne further strengthens Vireo’s balance sheet and creates a procurement platform to optimize supply chain management and drive cost efficiency across our portfolio,” said John Mazarakis, Chief Executive Officer of Vireo Growth. “We are pleased to partner with Scotts Miracle-Gro on a transaction that provides approximately $110 million in cash and net working capital to the Company, and welcome the opportunity to maximize Hawthorne’s business value and operational contribution.”

“Vireo has demonstrated a clear ability to integrate complex businesses and operate efficiently,” said Chris Hagedorn, executive vice president of The Scotts Miracle-Gro Company. “Hawthorne is a natural fit on the Vireo platform, and I’m excited to work alongside the team to help realize its full potential.”

The Securities described above have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) or under US state securities laws. Accordingly, the Securities may not be offered or sold in the United States except with an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable US state securities laws.

Early warning exposure

Immediately prior to the Hawthorne transaction, Good Dog did not beneficially own or control, directly or indirectly, any shares or securities that are convertible or exercisable into shares.

After giving effect to the Hawthorne transaction, Good Dog acquired 213,000,000 shares, representing approximately 14% of Vireo, with a market value of $83.7 million and $117.2 million based on the closing share price on the Canadian Stock Exchange. 80,000,000 Guarantees. In the event that Good Dog exercises all of its warrants, such exercise would result in Good Dog owning up to an additional 80,000,000 shares, and Good Dog’s aggregate ownership interest in Vireo would be approximately 19%, with a market value of US$115.1 million and C$161.2 million based on the CSE closing price of US$30. in 2026

Good Dog acquired the shares for investment purposes. Good Dog takes a long-term view of the investment and may acquire additional Vireo securities, including in the open market or through private acquisitions, or sell Vireo securities, including in the open market or through private placements, in the future, subject to resale restrictions, market conditions, plan reformulations and/or other relevant factors.

In addition to National Instrument 62-103 – The Early Warning System and related takeover bid and insider reporting requirements, Good Dog will file an early warning report in connection with its participation in the Hawthorne transaction. A copy of Good Dog’s Early Warning Report will appear on Vireo’s profile on SEDAR+ and may also be obtained directly upon request by calling Good Dog’s office at (917) 370-827 (2 East 70th Street, New York, NY, USA, 10021).

About Vireo Growth Inc

Vireo was founded in 2014 as a leading medical cannabis company. Vireo is building a disciplined, strategically aligned and execution-focused platform in the industry. This strategy drives our intense local market focus while leveraging the strength of the national portfolio. We are committed to hiring industry leaders and deploying capital and talent where we believe it will deliver the most value. Vireo operates with a long-term mindset, an action bias, and an unwavering commitment to its customers, employees, shareholders, industry partners, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com.

Original press release

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friends,

Hemp stocks peaked in early 2021 after a rally in 2020, but have been on a downward trend since then. That 2020 rally was pretty big from the depths of the post-pandemic lows, but the Global Hemp Stock Index is up just 5.2% that year overall. Since then, it has fallen from 44.39 on 12/31/20 to 5.26 currently, a decline of 88.2%. The index was at 100 as of 12/31/12 and has fallen over 94% since then. Only in 2026, the decline was 20.2% year-on-year. What a terrible storm this has been.

I wrote about 280E tax at the end of 2022, naming its potential elimination as one of them two great cannabis catalysts potentially, and another could be exiting the OTC for US hemp companies. Although none of these have happened, the 280E taxation could be abolished if the hemp reclassification takes place. The president issued a decree, but there is no timetable.

These stocks have risen over the past year, but they have fallen significantly since the 2024 election. Hemp stocks certainly look cheap by most standards, but for some, the risk remains that their balance sheets will be left in a very bad shape. A number of companies have already surrendered to debt holders, such as 4Front, Ayr Wellness, Cannabist, Gold Flora, MedMen, Schwazze and Tilt Holdings, but others will have to refinance their debt. I have called Curaleaf out on their massive debt and they have recently extended some of it, although the debt level remains quite high. There are other MSOs that are also facing challenges with their debt.

280E taxation remains a big issue for US hemp operators, but it’s not really a problem for Canadian LPs operating in Canada or around the world. Not only are they not subject to 280E taxation, they trade on NASDAQ and not OTC. However, these stocks are also in a bear market. My model portfolio of 420 Investor currently has 42.8% exposure to Canadian LPs and only 10.3% exposure to MSOs. The Global Hemp Stock Index, recently recalculated on 3/31, currently has 25.8% exposure to MSOs and 29.1% exposure to Canadian LPs.

What I like about Canadian LPs is that they have potential exposure in Europe and Australia, as Canada is a fairly mature market. Canada, which does not have a 280E tax, has a very high tax on cultivation. Maybe that will change. In any case, that market has started to consolidate, with acquisitions and license cuts. However, there are many outstanding licenses (1,002, including 110 pending removal due to suspension, cancellation or expiration). These stocks trade at or below tangible book value. Some of them are subject to 280E end of taxation through their investments.

Here’s the past half-year’s action in the seven Canadian LPs currently in the Global Hemp Stock Index:

All have fallen and two have lost more than half their value. During this period, MSOS is down 23.2%, and the Global Cannabis Stock Index is down 31.5%.

US hemp stocks have been linked to potential realignments and possible elimination of 280E taxation, but those may not happen. Cannabis-backed companies would benefit from helping their clients, but most Canadian LPs are not subject to the US. Hopefully this bear market will end soon. Happy Easter and Passover everyone!

Sincerely,

Alan:

This week’s newsletter is sponsored by the Paul E. Saperstein Co.

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Based in Houston, Alan leverages his experience as an online community founder 420 Investorthe first and still the largest due diligence platform focused on publicly traded stocks in the cannabis industry. With his extensive network in the cannabis community, Alan continues to find new ways to connect the industry and facilitate its sustainable growth. time New Cannabis Ventureshe is responsible for content development and strategic alliances. Before turning his attention to the cannabis industry in early 2013, Alan, who began his career on Wall Street in 1986, worked as an independent research analyst with more than two decades of research and portfolio management experience. A prolific writer, with over 650 articles published since 2007 Looking for Alphawhere he has 70,000 followers, Alan is a frequent speaker at industry conferences and frequent source Media including the NY Times, Wall Street Journal, Fox Business and Bloomberg TV. Contact Alan. Twitter: |: Facebook |: LinkedIn: |: El