Marijuana Retail Report

– MINNEAPOLIS, April 8, 2026 – Vireo Growth Inc. announced that it has completed the acquisition of The Hawthorne Gardening Co. LLC, a leading supplier of nutrients, lighting and other supplies used for indoor and hydroponic gardening in North America, to The Scotts Miracle-Gro Co.

As a result of the Hawthorne transaction, Vireo acquired US$35 million in cash held by Hawthorne, approximately US$58 million in net working capital and US$20 million in inventory (primarily growth medium) to be delivered to the company over two years, in exchange for the issuance to Good Dog Holdings LLC of 213 million of the company’s subordinated voting shares and warrants to purchase 80 million. shares (the “warrants” and, together with the shares, the “securities”) at an exercise price of US$0.85 per share, exercisable within five years from the date of issue.

In connection with the transaction, Vireo has nominated Chris Hagedorn, executive vice president of Scotts Miracle-Gro and head of the Hawthorne business, for election to the board of directors at the company’s annual general and special meeting of stockholders to be held 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 improve cost-effectiveness across our entire portfolio,” said Vireo Growth CEO John Mazarakis. “We are pleased to partner with Scotts Miracle-Gro in a transaction that contributes approximately $110 million in cash and net working capital to the company and welcome the opportunity to maximize the value and operational contribution of the Hawthorne business.”

“Vireo has demonstrated a clear ability to integrate and effectively manage complex enterprises,” said Hagedorn. “Hawthorne is a natural fit for the Vireo platform and I’m excited to be working with the team to help realize its full potential.”

The securities described above have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or any 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 appropriate exemption from the registration requirements of the Securities Act and applicable US state securities laws.

Early warning disclosure

Immediately prior to the Hawthorne transaction, Good Dog did not directly or indirectly own, control or manage any shares or securities convertible into or redeemable for shares.

After giving effect to the transaction, Hawthorne Good Dog acquired 213 million shares, representing approximately 14% of Vireo, with a market value of US$83.7 million and C$117.2 million based on the closing share price on the Canadian Securities Exchange (CSE) of US$0.393 on April 7, 2026, and 80 million warrants.

In the event that Good Dog exercises all of its warrants, such exercise would result in Good Dog owning an additional 80 million shares, and Good Dog’s aggregate interest in Vireo would be approximately 19%, with a market value of US$115.1 million and C$161.2 million based on the closing share price on the CSE of US$0.393 on April 7, 2026 year.

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

In accordance with the requirements of the National Instrument 62-103 – Early warning system and related takeover bid and insider reporting issuesGood Dog will file an early warning report in connection with its involvement in the Hawthorne transaction. A copy of Good Dog’s Early Warning Report will appear on Vireo’s SEDAR+ profile 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).