Vireo Growth to Acquire Nevada-Based C21 Investments

MINNEAPOLIS – In a move that underscores ongoing efforts by larger players to strengthen their positions in key state markets, Vireo Growth Inc. and C21 Investments Inc. have entered into a definitive arrangement agreement. The all-stock transaction would see Vireo acquire C21, adding retail and production assets in Nevada to Vireo’s existing operations.

Vireo Growth, a multi-state Cannabis operator with activities across 10 states and a substantial retail footprint, would gain three dispensaries under C21’s Silver State Relief brand along with about 104,000 square feet of cultivation and production capacity. The combined entity in Nevada would reach 15 dispensaries and 158,000 square feet of cultivation and manufacturing space. C21 shareholders would receive 0.023052 of a Vireo subordinate voting share for each C21 share held.

The deal follows Vireo’s pattern of targeted acquisitions to build scale, including recent moves in Nevada and many other states. For C21, a vertically integrated company focused on Nevada with brands like Silver State Relief and legacy Oregon assets, the transaction offers integration into a larger platform with broader capital access and operational reach. C21’s board, after review by a special committee and an independent fairness opinion from Needham & Company, determined the deal to be in the best interests of shareholders.

Both companies operate in a Nevada market that has seen its share of challenges, including price pressure and competition. The state’s mature Cannabis sector has experienced sales stabilization after earlier peaks, with operators navigating oversupply in some segments and regulatory demands. Adding established retail locations and production capacity could help the combined business achieve efficiencies in a competitive environment where scale often matters for procurement, branding, and customer retention.

Vireo CEO John Mazarakis noted the addition of high-volume dispensaries and operational strengths from C21. C21 Chairman Bruce Macdonald highlighted the benefits of joining a larger operator with proven execution in mergers. The transaction requires C21 shareholder approval at a meeting expected in Q3 2026, court approval, and standard regulatory clearances. It includes customary provisions like a termination fee and voting support from certain C21 insiders.

This agreement reflects the steady consolidation seen in U.S. Cannabis markets. Larger operators like Vireo continue to pursue assets that complement existing footprints, particularly in states with established adult-use programs like Nevada. While such moves can deliver synergies and improved market share, success will hinge on integration, cost management, and adapting to local dynamics and any broader federal shifts.