Vireo Growth Inc. enters California and Florida and strengthens delivery platforms with acquisition of Eaze Inc.

• The deal will expand Vireo’s operating footprint to 10 states with 166 dispensaries and approximately 800,000 square feet of cultivation and manufacturing.
• The acquisition will also add 14 dispensaries to the company’s retail footprint in Colorado
• Eaze’s delivery platform will strengthen the company’s IP portfolio with a strong presence in California

MINNEAPOLIS, Dec. 22, 2025 (GLOBE NEWSWIRE) — Vireo Growth Inc. (“Vireo”) (CSE: VREO; OTCQX: VREOF) (“Vireo” or the “Company”) announced today that it has entered into a definitive agreement to acquire. Eaze Inc. (“Eaze”), a vertically integrated cannabis retail and delivery technology platform with operations in California, Florida and Colorado. Eaze has 65 active retailers and has completed over 12 million shipments.

The deal marks Vireo’s entry into two of the nation’s largest hemp markets, California and Florida. Eaze has a strong presence in delivery sales in California with four co-located retail and delivery locations and eight delivery-only locations covering most of the state’s major metropolitan areas. In Florida, Eaze is currently the sixth largest retailer with 39 active stores and approximately 64,000 square feet of development space with significant expansion capacity. Finally, the deal will expand Vireo’s retail presence in Colorado with 14 additional dispensaries, bringing the total Colorado footprint to 55 stores. Upon closing, Vireo’s portfolio of cannabis brands and assets will span a total of 10 states with 166 active retail dispensaries and approximately 800,000 sq.ft.

The transaction will be completed through a planned merger whereby Eaze will become a wholly owned subsidiary of Vireo. The total transaction amount includes a base consideration of approximately $47.0 million, payable through the issuance of approximately 84 million of the Company’s subordinated voting shares, closing at an assumed issue price of $0.56 per share. The total amount payable in the transaction is subject to adjustment based on closing levels of cash, debt, tax liabilities and working capital adjustments, as well as the occurrence of certain other events prior to the closing date. The Share Redemption is subject to a normal holding period under the rules of the Canadian Stock Exchange (the “Exchange”). Completion of the transaction is subject to customary conditions, including receipt of necessary approvals, and is expected to close in the first half of calendar year 2026.

Eaze may be entitled to a gain consideration as of December 31, 2026, calculated as 3.84x Adjusted EBITDA, less closing consideration and adjusted for incremental debt, with any such gain payable in subordinated voting shares of the Company at an assumed price equal to the average price of $205 and the higher of the December 205 price. 31, 2026, subject to Exchange pricing policy.

Each of the Eaze sellers has entered into voluntary share lock-up agreements under which the shares will be subject to transfer restrictions for an aggregate period ending on March 1, 2028. Under these agreements, 20% of the shares will be released on March 17, 2027, September 22, 2020, September 2, 2020, June 21, 2020. 1, 2027 and March 1, 2028, the remaining shares are subject to closing from closing to the applicable issuance date.

Chief Executive Officer John Mazarakis commented: “We are excited to announce the arrival of Eaze and Vireo in California and Florida. The addition of Eaze provides immediate scale in two of the nation’s largest cannabis markets and strengthens our position in Colorado.”

Joining Vireo marks an exciting next chapter for Eaze. Our shareholders and teams share a common vision of building scalable, best-in-class operations, and together we are well positioned to enhance the retail and delivery experience for customers in every market we serve.

Cory Azzalino, Chief Executive Officer, Eaze Inc

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 on Vireo, visit www.vireogrowth.com.

Original press release

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friends,

The big news this week was an extension of the huge news from August, when President Trump appears to be now preparing to issue an executive order to push cannabis from Schedule I to Schedule III. Unsurprisingly, hemp stocks have rallied, with the NCV Global Cannabis Stock Index now at 8.23, up 35.4% in December and now up 19.6% year-to-date. MSOs to benefit from 280E tax If this continues, MSOS will rise even further to 6.69, up 92.2% in December and 75.6% year-to-date. The ETF, which closed at $6.87 on Election Day 2024, fell to $2.02 in March.

In August, when the news broke, I issued a newsletter pitching to investors consider hemp REITs. After initially moving higher, they have since fallen behind;

Since 8/13, MSOS has advanced 28.4% and the Global Cannabis Stock Index is up 15.9%. Only one of the four hemp REITs rallied, Innovative Industrial Properties, and it was up just 6.9%. A very weak one is Advanced Flower Group, which is in the process of becoming a business development company

I continue to believe that eliminating 280E taxes will be good for hemp REITs, which include two equity REITs and two mortgage REITs. I have two of them, IIPR and REFI, in my Focus List at 420 Investor and my model portfolio holds both right now. I’m overweight the utilities index and underweight all other subsectors, including MSOs and Canadian LPs;

The two REITs I include in my Focus List make up 27.8% of the model portfolio and increase my ancillary exposure. All four REITs are in the Global Hemp Stock Index and make up 13.6% of the index, so I am currently very overweight. IIPR, which trades on the NYSE, trades at 0.7X tangible book value. REFI, which trades on the NASDAQ, trades at 0.9X. Both stocks pay very high dividends that may be at risk. So far in 2025, both stocks are down more than 12%, and two other hemp REITs are down more. Even if dividends are included, all are down year-over-year;

The two REITs I follow closely serve MSOs: IIPR owns and leases properties, and REFI owns mortgages that MSOs take out against their properties. The poor financial health of their clients weighed on both stocks. If 280E goes away, the client will be healthier. Certainly there will be challenges if 280E remains, but it could be much worse for MSOs saddled with debt and unpaid taxes. The reprogramming will not automatically result in NASDAQ admitting MSOs for trading, nor will it necessarily result in SECURITY banking, an action that could increase competition for REITs. Hemp REITs, which are still down year-over-year and down for much longer periods, look attractive to me for hemp investors here.

This fight to stop 280E taxation was bitter. Let’s hope it ends.

Sincerely,

Alan:

New Cannabis Ventures publishes curated articles as well as exclusive news. Here is what we published last week.

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Michigan cannabis sales down in November

Capital increase

Trulieve is borrowing $140 million at 10.5 percent

M&A:

Canopy growing to get a Canadian hemp grower

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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

Trulieve Announces Closing of $140 Million Private Placement of 10.5% Senior Secured Notes

TALLAHASSEE, Fla., Dec. 17, 2025 /PRNewswire/ — Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) (“Trulieve” or “the Company”), a leading and most profitable cannabis company in the United States, today announced the closing of a private placement of 10.5% Senior Secured Notes due 2030 (the “Notes”) with “gross proceeds of $40 million” (for aggregate proceeds of $40 million). The offer size has been increased taking into account the market demand for the Bonds.

The bonds were issued at 100% of face value and are the Company’s principal secured obligations. The Notes bear interest at 10.5% per annum, payable in equal semi-annual installments until maturity, unless earlier redeemed or redeemed. The Notes mature on December 17, 2030 and may be redeemed in whole or in part at any time from time to time on or after December 17, 2027 at the applicable redemption price set forth in the second supplemental indenture governing the Notes.

The offering was made on a “best efforts” basis pursuant to the terms of an amended and restated agency agreement between the Company and Canaccord Genuity Corp., as sole agent and sole registrar. The Company has completed the required filings to list the securities on the Canadian Securities Exchange (“CSE”) following the expiration of the four-month Canadian statutory holding period.

The Company intends to use the net proceeds from the Offering for capital expenditures and other general corporate purposes.

The offer and sale of the Notes has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the laws of any other jurisdiction. This news release shall not constitute an offer to sell or an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction where such offer, solicitation or sale would be unlawful.

About Trulieve

Trulieve is an industry-leading, vertically integrated cannabis company and multi-state operator in the US with leading locations in Arizona, Florida and Pennsylvania. Trulieve is poised for accelerated growth and expansion, building retail scale and distribution in new and existing markets through its central strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers live limitless lives. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, visit Trulieve.com.

Original press release

Published by NCV Newswire

New Cannabis Ventures’ NCV Newswire aims to gather high-quality content and information about leading cannabis companies to help our readers filter through the noise and stay on top of the most important cannabis business news. The NCV Newswire is edited by an editor and is not, however, automated. Got a secret news tip? Get in touch.