Vireo Growth Ties Ohio Note to Shares via Put/Call Agreement

MINNEAPOLIS – Vireo Growth Inc. announced that it entered a Put/Call Agreement with Battle Green Holdings SR LLC – the current holder of a promissory note originally issued by BG Ohio SPV LLC. The principal on the note stands at $18,096,028.

Under the terms, Battle Green Holdings holds the Put Right [the ability to require Vireo to purchase the note] while Vireo holds the Call Right to buy it on its own timeline. The Put Right is priced at $19.50 per Vireo subordinate voting share. The Call Right is set at $18.60 per share. Based on the principal alone, exercising either fixed-price option results in a maximum issuance of 972,905 Vireo subordinate voting shares.

A third path applies at the note’s maturity. If neither right has been exercised, Vireo is still obligated to acquire the note at the trailing 30-day volume-weighted average price of its shares at the time of exercise, subject to applicable Canadian Securities Exchange (CSE) pricing minimums. Accrued interest may also be settled in newly issued shares, though Vireo retains the right to pay that portion in cash. The agreement runs for three years, and no shares are actually issued until one of the three rights is exercised.

The note ties directly to Vireo’s recent entry into Ohio’s Cannabis market. In late July 2026, the company announced four simultaneous acquisitions [FarmaceuticalRx, FarmaceuticalRx 2, CAOH, and Canoe Hill Ohio], covering eight dispensaries, a cultivation and processing facility, and associated real estate, at a combined price of approximately $208 million funded primarily through share issuance. Ohio recently surpassed the $1 billion mark in combined medical and adult-use Cannabis sales, and the company has described it as one of the fastest-growing Cannabis markets in the country.

Share-funded transactions have become a consistent feature of Vireo’s capital approach. Since completing its July 2025 debt restructuring, anchored by a $33 million Chicago Atlantic term loan with a $50 million accordion feature available to support future strategic initiatives, the company has executed a series of acquisitions through share issuance. In September 2026, Vireo also completed the acquisition of M3 Wellness, a Nevada dispensary. As of its most recent disclosure, the company operates across 10 states with more than 170 dispensaries nationwide and expects to reach approximately 270 dispensaries across 15 states once pending acquisitions close.

The Battle Green agreement reflects a financing structure increasingly common among growing Cannabis operators: defer dilution, retain cash, and give the counterparty an equity exit at a premium to current trading levels. For Vireo, the real challenge will come when one of these options is exercised, and the market assesses the gap between its trading price and those fixed strike levels. The size of that gap, at the time of exercise, will tell investors as much about Vireo’s execution in Ohio as any single quarterly earnings report.