FLUENT Shareholders Approve All-Stock Acquisition by Vireo

TORONTO – FLUENT Corp. reported that holders of its common and proportionate voting shares approved the special resolution for an all-stock plan of arrangement with Vireo Growth Inc. at the annual general and special meeting held July 28, 2026, in Toronto. Under the terms first announced April 30, each FLUENT share will convert into 0.0705359 of a Vireo subordinate voting share. The arrangement agreement, amended June 8, covers all issued and outstanding FLUENT shares after conversion of proportionate voting and non-voting exchangeable shares.

FLUENT plans to seek a final court order from the Ontario Superior Court of Justice (Commercial List) on August 4, 2026, with the transaction expected to close in the fourth quarter of 2026, subject to final court and regulatory approvals. A total of 428,415,699 voting shares participated in the meeting, representing 67.17% of all outstanding votes.

The deal also carries a structural component beyond share exchange. Lenders under FLUENT’s existing senior secured credit facility agreed to convert US$30 million of outstanding indebtedness into FLUENT shares under a credit equitization agreement, with those shares then flowing into Vireo stock upon completion of the transaction.

The strategic logic centers heavily on Florida. FLUENT operates 34 active retail locations and seven cultivation and manufacturing facilities across Florida, New York, and Texas. Florida’s operations generated $71.5 million in revenue in 2025, and Vireo’s CEO has characterized the state’s limited-license structure as one that rewards scale, noting that the combined networks have minimal geographic overlap. Together, the combined operation is expected to control roughly 74 Florida storefronts and approximately 144,000 sq. feet of in-state cultivation and production canopy, pending regulatory approval in each market.

Running in parallel, FLUENT signed a definitive agreement on July 22 to sell its New York Cannabis license and certain operating assets, held through its subsidiary Etain, LLC, to an unnamed third-party operator for cash consideration, with the transaction intended to support regulatory requirements connected to the Vireo arrangement and enable an orderly transfer of service to patients and consumers.

Multi-state regulatory review and court confirmation remain before the deal is final. With the shareholder vote on the record, both companies are now in the administrative stretch run. Florida’s limited-license structure has historically rewarded operators with operational depth over those competing on breadth alone, and this combination consolidates two networks that, by the parties’ own account, carry little retail overlap. The critical variable from here is integration pace, specifically, Vireo’s capacity to absorb FLUENT’s retail and cultivation infrastructure without losing the operational rhythm that made the Florida asset attractive enough to structure an all-stock deal around in the first place. Execution, not approval, is what gets priced in next.