Vireo Growth Inc. (Form: 8-K, Received: 06/12/2025 16:25:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2025

VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225		82-3835655
(Commission File Number)		(IRS Employer Identification No.)

207 South 9th Street Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

(612) 999-1606

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement

On June 6, 2025, Vireo Growth Inc. (“Vireo” or the “Company”) entered into the Second Amendment to Merger Agreement (the “Second Amendment”) with Vireo DR Merger Sub Inc., a Nevada corporation (“Merger Sub”), and Deep Roots Holdings, Inc., a Nevada corporation (“Deep Roots”), which amended the Agreement and Plan of Merger, by and among the Company, Merger Sub, Deep Roots, and Shareholder Representative Services LLC, a Colorado limited liability company (solely in its capacity as representative, agent and attorney-in-fact of the Deep Roots stockholders) (“Representative”), dated December 18, 2024 (as amended by the First Amendment to Merger Agreement dated March 14, 2025 and the Second Amendment, the “Merger Agreement”). Capitalized terms used herein without a definition have the meanings given to such terms in the Merger Agreement.

The Second Amendment amended the definitions of (i) “Closing Indebtedness”, “Closing Working Capital”, and “Post-Closing Debt” in the Merger Agreement to provide that the calculations of such amounts will be determined as of December 31, 2024 rather than the Closing Date (as defined below), (ii) “280E Tax Reserve Shortfall” in the Merger Agreement to provide that such amount will be $0.00, and (iii) “Minimum Cash Amount” to increase the base cash amount required to be held by Deep Roots at the Closing from $3,000,000 to $3,590,000.

The Second Amendment also amended the Merger Agreement to provide for the indirect assumption and payment by the Company of a pre-Closing compensatory award from Deep Roots to the holders of its incentive common stock in the amount of $6,205,000 (the “Compensatory Award”). In respect of the Compensatory Award, the Company issued a number of its subordinate voting shares (the “Parent Shares”) to the former holders of Deep Roots’ incentive common stock equal to the Compensatory Award divided by $0.52 for an aggregate of 11,932,692 Parent Shares, less the number of Parent Shares withheld to satisfy applicable income, payroll, and employment taxes. The Parent Shares were issued to the former holders of Deep Roots’ incentive common stock in consideration for a corresponding decrease in the Closing Merger Consideration under the Merger Agreement in an amount equal to the Compensatory Award, and no portion of the Closing Merger Consideration was paid by the Company in respect of Deep Roots’ incentive common stock (which was cancelled in the Merger). Further, the Parent Shares issued in respect of the Compensatory Award will not be eligible to receive any portion of the earn-out payments, or be subject to the clawback provisions, that are applicable to the Deep Roots stockholders under the Merger Agreement and that are described in greater detail in Item 2.01 below, and will generally not be subject to the provisions of the Merger Agreement. The former holders of Deep Roots’ incentive common stock have entered into lock-up agreements with the Company in respect of such Parent Shares on substantially similar terms as the other stockholders of Deep Roots as described below in Item 2.01. The Parent Shares issued by the Company in respect of the Compensatory Award were issued in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereunder, as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act.

The Second Amendment also provided for certain additional technical and conforming changes to the Merger Agreement.

The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 2.3 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.01.

Completion of Acquisition or Disposition of Assets

As previously announced, on December 18, 2024, Vireo, Merger Sub, Deep Roots, and Representative entered into the Merger Agreement. On June 6, 2025 (the “Closing Date”), Vireo completed its previously announced acquisition of Deep Roots pursuant to a merger whereby Merger Sub merged with and into Deep Roots (the “Merger”).

In connection with the Merger, Deep Roots became a wholly owned subsidiary of Vireo. Pursuant to the Merger Agreement, the Company issued 243,307,696 Parent Shares in respect of the Estimated Closing Merger Consideration in connection with the Merger, which number of Parent Shares is equal to the amount of the Estimated Closing Merger Consideration divided by $0.52. 218,976,927 of such Parent Shares were delivered to Odyssey Trust Company in its capacity as payment agent for further distribution to the former Deep Roots stockholders as the Closing Share Payment, and 24,330,769 Parent Shares (representing 10% of the aggregate number of Parent Shares issued as part of the Estimated Closing Merger Consideration) were delivered to Odyssey Trust Company in its capacity as escrow agent. The Parent Shares issued pursuant to the Merger Agreement (excluding the Parent Shares issued in respect of the Compensatory Award) are subject to a post-closing purchase price adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration, and the Deep Roots stockholders (other than in respect of the Compensatory Award) are also eligible to receive additional Parent Shares pursuant to certain earn-out payments as described in the Merger Agreement and summarized below.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a Schedule DEFM 14C information statement was prepared by the Company and filed with the SEC and mailed to the shareholders of the Company on March 21, 2025 relating to the Merger (the “Information Statement”).

The consideration paid to acquire Deep Roots was based in part on the product of an Acquisition Multiple of 4.175 multiplied by the Closing EBITDA of $30,000,000 and a $0.52 share reference price for the Parent Shares. For more information on the calculation of the Closing Merger Consideration and the Total Merger Consideration, please see the disclosures regarding the Merger in the Information Statement.

Subject to the terms and conditions of the Merger Agreement, former stockholders of Deep Roots (other than in respect of incentive common stock of Deep Roots) may receive additional Parent Shares pursuant to earn-out payments based on Deep Roots’ Adjusted EBITDA growth compared to Deep Roots’ Closing EBITDA plus New Retail EBITDA (at a 4x multiple), adjusted for incremental debt and certain other matters, and paid using a share price for the Parent Shares of the higher of $1.05 or the 20-day VWAP as of immediately prior to December 31, 2026. Adjusted EBITDA growth is generally defined as the increase between Closing EBITDA plus New Retail EBITDA and the higher of 2026 Adjusted EBITDA or trailing nine-month annualized Adjusted EBITDA as of December 31, 2026.

In no event shall the number of earn-out shares issued under the Merger Agreement, in the aggregate, exceed the Closing Share Payment.

The Merger Agreement provides for the clawback of up to 50% of the Parent Shares issued as Actual Closing Merger Consideration (which excludes Parent Shares issued in respect of the Compensatory Award), if (a) 2026 Adjusted EBITDA is less than 96.5% of the Closing EBITDA plus an amount equal to $1,000,000 in respect to New Retail EBITDA (as adjusted to deduct the New Retail EBITDA Shortfall Amount) (the amount of such shortfall, the “EBITDA Deficiency”), and (b) retail revenue Market Share or EBITDA Margin for 2026 is less than the corresponding figures for 2024 and (c) the Company’s 20-day VWAP as of immediately prior to December 31, 2026 is greater than $1.05 per share. The amount of shares subject to a clawback would be equal to the Acquisition Multiple multiplied by the EBITDA Deficiency, adjusted for incremental debt and certain other matters, divided by $0.52 per share.

Pursuant to the Merger Agreement, the stockholders of Deep Roots receiving part of the Closing Share Payment entered into lock-up agreements with the Company providing that each such person, for a period of up to 33 months, may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of, or enter into certain arrangements that transfer any of the economic consequences of the ownership of, the Parent Shares issued pursuant to the Merger without the prior written consent of the Company. The lock-up agreements provide that the Parent Shares acquired by the stockholders of Deep Roots pursuant to the Merger Agreement as Total Merger Consideration shares are subject to a lock-up release schedule of 7.5% 12-months after the Closing Date, 10% at each of 18-months and 21-months after the Closing Date, 17.5% 24-months after the Closing Date, 15% 27-months after the Closing Date and 20% at each of 30-months and 33-months after the Closing Date. In addition, all such Parent Shares held by such persons are subject to lock-up during the 6-month period ending December 31, 2026. In addition, any Parent Shares issued in connection with the earn-out payments described above will be subject to lock-up periods following the issuance of such earnout shares, with a 20% release per quarter ending at 15 months post-issuance.

Vireo’s Chief Executive Officer, John Mazarakis, serves as a partner of Chicago Atlantic Group, LP, which is an affiliate of Chicago Atlantic Admin, LLC (the “Agent”), which is the senior secured lender for Deep Roots and its affiliates (including the Acquired Companies). Given his ownership interest in the Agent and its affiliates, Mr. Mazarakis has an approximate 29% interest in the Deep Roots’ debt transactions with the Agent. Deep Roots has aggregate outstanding net debt with the Agent and/or its affiliates of approximately $19,200,000, which debt continued to be held by Deep Roots after the Closing.

The Parent Shares issued and to be issued by the Company to the stockholders of Deep Roots pursuant to the Merger Agreement were and will be issued in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) thereunder, as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act.

The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Merger Agreement has been included to provide shareholders with information regarding its terms and conditions, and is not intended to provide any factual information about the Company or Deep Roots. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement, and are not intended as statements of fact to be relied upon by the Company’s shareholders, but rather as a way of allocating the risk between the parties to the Merger Agreement in the event the statements therein prove to be inaccurate. Statements made in the Merger Agreement have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement attached hereto. Moreover, such statements may no longer be true as of a given date and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders. Accordingly, shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Deep Roots. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K related to the aggregate outstanding net debt of Deep Roots to the Agent and/or its affiliates of approximately $19,200,000 pursuant to a Loan and Security Agreement dated as of April 15, 2024 by and among Deep Roots and certain of its affiliates, the Agent, and certain other parties thereto (as amended, the “CA Loan Agreement”), which debt continues to be held by Deep Roots after the Closing, is incorporated herein by reference, to the extent required herein. On the Closing Date, as a result of the Merger, the Company became indirectly obligated under the CA Loan Agreement. The debt under the CA Loan Agreement bears interest at a per annum rate equal to the Prime Rate (as defined therein) plus 6.5%, payable monthly in arrears. Payment amounts in respect of principal are also payable monthly in an amount equal to 0.83333% of the aggregate principal amount of all loans made to the borrowers under the CA Loan Agreement, with the remaining outstanding principal and interest due on the maturity date of August 15, 2027. The CA Loan Agreement includes standard events of default with respect to Deep Roots and its affiliates in their capacities as borrowers. Upon the occurrence and during the continuance of an event of default, the Agent may, among things, accelerate obligations under the CA Loan Agreement such that they are immediately due and payable, or increase the interest rate payable under the CA Loan Agreement by 3% per annum. The foregoing description of the CA Loan Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the CA Loan Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.

Item 3.02

Unregistered Sales of Equity Securities

The information set forth under Item 1.01 and Item 2.01 of this Current Report on Form 8-K related to the Parent Shares issued and to be issued in connection with the Merger and in respect of the Compensatory Award is incorporated herein by reference, to the extent required herein. The securities were and will be issued in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act.

Item 7.01

Regulation FD Disclosure

On June 9, 2025, the Company issued a press release announcing the matters disclosed in this Current Report on Form 8-K, which is attached as Exhibit 99.1 hereto and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Exchange Act.

Item 9.01.

Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired

The information required by Item 9.01(a) of this report, including the consolidated financial statements as of December 31, 2024 and 2023 and for the years then ended for Deep Roots Holdings, Inc. is incorporated by reference from the Company’s definitive information statement on Schedule DEFM 14C filed with the SEC on March 21, 2025, which audited consolidated financial statements were included in such filing beginning on page B-1 thereof.

The information required by Item 9.01(a) of Form 8-K with respect to Deep Roots Holdings, Inc. for the quarterly period ended March 31, 2025 will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b)

Pro Forma Financial Information

The pro forma information required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 18, 2024, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc., Deep Roots Holdings, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

2.2		First Amendment to Merger Agreement, dated as of March 14, 2025, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc. and Deep Roots Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2025)

2.3		Second Amendment to Merger Agreement, dated as of June 6, 2025, by and among Vireo DR Merger Sub Inc., Vireo Growth Inc. and Deep Roots Holdings, Inc.**

23.1		Consent of Hill, Barth & King LLC, independent audit firm to Deep Roots Holdings, Inc. LLC

99.1		Press Release, dated as of June 9, 2025*

104		Cover Page Interactive Data File (embedded within Inline XBRL document)

*Furnished herewith

**Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC Upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIREO GROWTH INC.
	(Registrant)

	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Chief Financial Officer

Date: June 12, 2025

Exhibit 2.3

SECOND AMENDMENT TO

MERGER AGREEMENT

THIS SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is made and entered into effective as of June 6, 2025, by and among Vireo DR Merger Sub Inc. (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), and Deep Roots Holdings, Inc., a Nevada corporation (the “Company”). Each of the Merger Sub, Parent, and the Company are referred to herein as a “Party” and collectively as the “Parties”.

BACKGROUND

Reference is made to that certain Agreement and Plan of Merger, by and among the Parties and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Stockholders, dated as of December 18, 2024 (as amended by that certain First Amendment to Merger Agreement, dated as of March 14, 2025, the “Agreement”). The Parties desire to amend the Agreement as set forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

AGREEMENT

For good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Amendments to Agreement.

(a)

Amendments to Article I.

i.             The definition of “280E Tax Reserve Shortfall” is hereby deleted in its entirety and replaced as follows:

““280E Tax Reserve Shortfall” means an amount equal to $0.00.”

ii.            The definition of “Closing Indebtedness” is hereby deleted in its entirety and replaced as follows:

““Closing Indebtedness” means, subject to the limitations set forth in the definition of “Indebtedness,” the aggregate amount of any unpaid Indebtedness of the Company Entities remaining as of December 31, 2024 (other than, and without duplication of, the Assumed Indebtedness, Payoff Indebtedness and amounts included in Current Liabilities that are taken into account in the calculation of the Closing Working Capital).”

iii.            The definition of “Closing Merger Consideration” is hereby deleted in its entirety and replaced as follows:

““Closing Merger Consideration” means the sum of:

(a)

the EBITDA Consideration, plus

(b)

the Closing Cash, plus

(c)           the product of the Acquisition Multiple multiplied by the New Retail EBITDA (provided, that if Closing occurs after April 1, 2025, and in the event any New Retail Location the estimated EBITDA for which is included in New Retail EBITDA is not Operational as of April 1, 2025, then the amount attributable to this clause (c) shall be adjusted to deduct the New Retail EBITDA Shortfall Amount), plus

(d)           provided that the 280E Tax Reserve is not less than $2,000,000, an amount equal to the Adjusted 280E Reserve, less

(e)

$13,100,000, in respect of the Existing Investments, less

(f)

the amount of Assumed Indebtedness, less

(g)

the amount of Closing Indebtedness, less

(h)

the amount of the 280E Tax Reserve Shortfall, if any, less

(i)

the amount of any Pre-Closing Taxes, less

(j)

the amount of any unpaid Transaction Expenses, plus

(k)           the amount by which Closing Working Capital exceeds the Target Working Capital or minus the amount by which Closing Working Capital is less than the Target Working Capital.”

iv.           The definition of “Closing Working Capital” is hereby deleted in its entirety and replaced as follows:

““Closing Working Capital” means: (a) the consolidated Current Assets of the Company Entities, less (b) the consolidated Current Liabilities of the Company Entities, determined as of December 31, 2024.”

v.            The following shall be inserted in Article I in the appropriate alphabetical order:

““Compensatory Award” has the meaning set forth in Section 5.18.

“Compensatory Award Issuance” has the meaning set forth in Section 5.18.

“Company Incentive Common Stock” has the meaning set forth in Section 5.18.

“Compensatory Shares” has the meaning set forth in Section 5.18.

“Compensatory Share Recipients” has the meaning set forth in Section 5.18.

“Grant Agreement has the meaning set forth in Section 5.18.”

vi.           The definition of “Minimum Cash Amount” is hereby deleted in its entirety and replaced as follows:

““Minimum Cash Amount” means, as of the Closing, Cash in an amount equal to the sum of (a) $3,590,000 (exclusive of any 280E Tax Reserve), and (b) the amount of the Company Entities’ net cash flow from operating activities, on an after Tax basis, during the period from January 1, 2025, through the Closing as determined in accordance with the Accounting Principles. For the avoidance of doubt, the Stockholder Representative Expense Fund shall not be a deduction from the calculation of net cash flow from operating activities.”

vii.          The definition of “Post Closing Debt” is hereby deleted in its entirety and replaced as follows:

““Post-Closing Debt” means any principal, interest, other fee payments on, and (without duplication) any accrued amounts (including interest and fees) of, indebtedness for borrowed money incurred (a) after December 31, 2024 by a Company Entity, whether as intercompany indebtedness for amounts borrowed from Parent (or its subsidiaries) or from a third party lender, pursuant to a Company Entity’s request to the Parent to incur such indebtedness for use in the business and operations of the Company Entities, and with Parent’s consent and approval, which consent and approval may be withheld, delayed or conditioned in Parent’s sole and absolute discretion, or (b) after December 31, 2024 by a Company Entity, without the prior consent and approval of Parent.”

(b)

Amendments to Article II.

i.      The last sentence of Section 2.17(a)(ii) shall be deleted in its entirety and replaced as follows:

“Parent and the Company Entities shall conduct a physical review of the Inventory on or within one (1) Business Day following the Closing Date in accordance with the definitions in this Agreement and the Inventory Accounting Principles, which Inventory results shall be used in the determination of the Final Closing Statement pursuant to Section 2.17(b). The physical inventory shall, if taken following the Closing Date, be reconciled to the amount of Inventory as of the Closing Date.”

ii.     The Parties acknowledge and agree that the Closing Working Capital set forth on the Estimated Closing Statement delivered by the Company shall be deemed to be equal to the Target Working Capital for purposes of Section 2.17(a)(i); provided that the Closing Working Capital shall be subject to Parent’s review and the adjustment provisions of Section 2.17(b) through (e). Notwithstanding the foregoing, the only element of Closing Working Capital that shall be subject to the adjustment provisions of Section 2.17(b) through (e) shall be Inventory, which shall be calculated and/or adjusted in accordance with Section 2.17(a)(ii).

(c)

Amendments to Article V. The following is inserted in its entirety as Section 5.18:

“Section 5.18 Issuance of Compensatory Shares.

(a)            Prior to the Closing Date, the Company has awarded and accrued bonus compensation payable in connection with the Closing to the employees and contractors of the Company set forth on Schedule 5.18 (the “Compensatory Share Recipients”), in an amount equal to, in the aggregate, the product of (i) Eleven Million Nine Hundred Thirty-Two Thousand Six Hundred Ninety-Two (11,932,692), and (ii) the Closing Share Price (the “Compensatory Award”). Notwithstanding any provision of this Agreement to the contrary (including Section 2.08(c)), (i) no Parent Shares shall be issued by Parent to any Stockholder pursuant to this Agreement in respect of Company Common Stock that is classified as Incentive Common Stock of the Company, par value $0.001 per share (the “Company Incentive Common Stock”), including, without limitation, in connection with the Closing Share Payment or the payment of any Earn-Out Amount, and (ii) at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub, or any Stockholder, each share of Company Incentive Common Stock outstanding immediately prior to the Effective Time shall at the Effective Time be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. The Estimated Closing Statement and the Final Closing Statement shall each include a downward adjustment to the Closing Merger Consideration in the amount of the Compensatory Award, and the Consideration Spreadsheet shall allocate the Closing Merger Consideration as so adjusted pro rata among the Company Common Stock other than the Company Incentive Common Stock.

(b)            At Closing, Parent shall indirectly assume the obligation in respect of the payment of the Compensatory Award as a result of the Merger; and, as promptly as reasonably practicable following the Effective Time, but in any event within one (1) Business Day of the execution of the applicable Grant Agreements (as defined below) and delivery of the Lock-Up Letters, subject to compliance with applicable Laws, Parent shall instruct Odyssey Trust Company in its capacity as payment agent to issue and transfer (the “Compensatory Award Issuance”), in settlement of the Compensatory Award, the number of fully paid and non-assessable Parent Shares set forth opposite such Compensatory Share Recipient’s name on Schedule 5.18 (the “Compensatory Shares”), less the number of Compensatory Shares withheld to satisfy applicable income, payroll, and employment taxes) to the Compensatory Share Recipients pursuant to grant agreements (each, a “Grant Agreement”), in forms reasonably acceptable to Parent and Brian Pick, as the representative of the Compensatory Share Recipients.

(c)            For U.S. federal and applicable state and local income tax purposes, (i) all income tax deductions arising with respect to the Compensatory Award shall, to the extent permitted by Law, be treated as Transaction Tax Deductions that are deductible by the Company in the Pre-Closing Tax Period ending on the Closing Date in accordance with this Agreement, (ii) the issuance of the Compensatory Shares will be treated as the settlement of the Compensatory Award and as compensation paid to each Compensatory Share Recipient in an amount equal to (A) the number of Compensatory Shares granted and awarded to such Compensatory Share Recipient (for the avoidance of doubt, prior to any deduction and withholding for Taxes), multiplied by (B) the fair market value of such Compensatory Shares on the date of grant; and (iii) the issuance of the Compensatory Shares shall be treated as a contribution by Parent of the Compensatory Shares to the Company followed by the transfer of the Compensatory Shares by the Company to the Compensatory Share Recipients in accordance with Treasury Regulations Section 1.83-6(d).”

(d)            Amendment to Article VI. Section 6.12 is hereby deleted in its entirety and replaced as follows:

“Section 6.12 Refunds.

(a)            All refunds of Taxes of a Company Entity attributable to any Tax Return filed by or with respect to a Company Entity for a Pre-Closing Tax Period (net of any documented, out-of-pocket expenses of Parent or its Affiliates (including the Surviving Corporation) reasonably incurred to obtain such refund and net of any portion of such Tax refund that is attributable (as determined on a with and without basis) to the carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit, or research and development credit) arising in a Post-Closing Tax Period) (a “Pre-Closing Tax Refund”), shall be the property of Stockholders.

(b)            Subject to the last sentence of this Section 6.12(b), promptly upon receipt of any Pre-Closing Tax Refund (other than a 280E Pre-Closing Tax Refund), and in no event later than ten (10) Business Days after such receipt by Parent or its Affiliates (including the Company Entities), Parent shall, at its sole option, pay the amount of such Pre-Closing Tax Refund to Stockholders in accordance with their respective Pro Rata Shares by (x) wire transfer of immediately available funds, or (y) issuance of Parent Shares (rounded up to the nearest whole number) equal to the quotient of (A) the Canadian dollar equivalent (based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during the period described in the following clause (B)) of the Pre-Closing Tax Refund, divided by (B) the 20-day volume weighted average price of the Parent Shares ending on the day prior to such issuance on the Exchange, as reported by Bloomberg Finance L.P.; provided that, for any such refund, if at the time such Pre-Closing Tax Refund would otherwise be payable to Stockholders pursuant to this Section 6.12, without limiting the applicability of any survival periods or other limitations on Stockholders’ indemnification obligations pursuant to Section 6.03 or Article IX, it has been agreed or finally adjudicated that Parent Indemnitee is entitled to indemnification for a Loss under Section 6.03 or Article IX, Parent may retain such Pre- Closing Tax Refund, or a portion thereof, in the amount of such Loss, and Stockholders’ indemnification obligations under Section 6.03 and Article IX with respect to such Loss shall be reduced by the amount of such Pre-Closing Tax Refund retained pursuant to this Section 6.12. Notwithstanding the foregoing, and in any event subject to Section 6.14, promptly upon receipt of a Pre-Closing Tax Refund (other than a 280E Pre-Closing Tax Refund) related to the 2024 federal income Taxes of the Company, and in no event later than ten (10) Business Days after such receipt by Parent or its Affiliates (including the Company Entities), Parent shall pay the amount of such Pre-Closing Tax Refund to Stockholders in accordance with their respective Pro Rata Shares by wire transfer of immediately available funds; provided that, for any such refund, if at the time such Pre-Closing Tax Refund would otherwise be payable to Stockholders pursuant to this Section 6.12, without limiting the applicability of any survival periods or other limitations on Stockholders’ indemnification obligations pursuant to Section 6.03 or Article IX, it has been agreed or finally adjudicated that Parent Indemnitee is entitled to indemnification for a Loss under Section 6.03 or Article IX, Parent may retain such Pre-Closing Tax Refund, or a portion thereof, in the amount of such Loss, and Stockholders’ indemnification obligations under Section 6.03 and Article IX with respect to such Loss shall be reduced by the amount of such Pre-Closing Tax Refund retained pursuant to this Section 6.12.

(c)            The amount of any Pre-Closing Tax Refund arising from any 280E Liability due to Stockholders under this Section 6.12, including, without limitation, any such Pre-Closing Tax Refund arising from the Company’s filing of amended federal income Tax Returns for any Pre- Closing Period (a “280E Pre-Closing Tax Refund”), shall be retained and held by the Surviving Corporation until the expiration of the statute of limitations for an audit, review or other examination of such Tax Return underlying such 280E Pre-Closing Tax Refund by the applicable Governmental Authority (or the conclusion of any such audit, review or examination) (each, a “Refund Holding Period”), at which time the amount of such 280E Pre-Closing Tax Refund, less any 280E Liability determined to be payable in connection with such 280E Pre-Closing Tax Refund, taking into account any then-remaining 280E Tax Reserve and any other cash reserve specifically designated as being a reserve solely for unpaid Taxes (excluding the 280E Tax Reserve), or other amounts payable in connection with any such audit, review or examination (the “Net Pre-Closing Tax Refund”), shall be (i) applied to the calculation and determination of the Earnout Amount and Forfeiture Amount and permanently retained by Parent and its Affiliates, or (ii) to the extent that the Earnout Amount and Forfeiture Amount have previously been calculated and determined, paid not later than ten (10) Business Days after the expiration of the Refund Holding Period, by Parent to Stockholders in accordance with their respective Pro Rata Shares of the Net Pre-Closing Tax Refund by either, at Parent’s sole option, (x) wire transfer of immediately available funds, or (y) issuance of Parent Shares (rounded up to the nearest whole number) equal to the quotient of (A) the Canadian dollar equivalent (based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during the period described in the following clause (B)) of the Net Pre-Closing Tax Refund, divided by (B) the 20-day volume weighted average price of the Parent Shares ending on the day prior to such issuance on the Exchange, as reported by Bloomberg Finance L.P.”

2.             Amendment of Article IX. Section 9.02(c) of the Agreement is hereby deleted in its entirety and replaced as follows:

“(c) any claim made by any Stockholder relating to (i) such Person’s rights with respect to the Total Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet (and any allocations in respect thereof), or (ii) the allocation, issuance, and delivery of Parent Shares by Parent to Stockholders pursuant to Section 5.18, the Compensatory Award Issuance, or settlement of the Compensatory Award;”

3.             Waiver of Closing Condition. Parent and Merger Sub hereby waive the condition to Closing set forth in Section 8.02(f) of the Agreement with respect to the delivery by the Company of an instrument terminating:

(a)            Agreement of Lease, dated December 20, 2023, by and between NNL-DRN Properties LP, and Deep Roots Harvest, Inc., related to 195 Willis Carrier Canyon, Mesquite, NV 89027, which lease is guaranteed by Deep Roots Holdings, Inc.,

(b)           Agreement of Lease, dated December 20, 2023, by and between NNL-DRN Properties LP, and Deep Roots Harvest, Inc., related to 395 Industrial Way, West Wendover, NV 89883 which lease is guaranteed by Deep Roots Holdings, Inc.,

(c)           Operating Agreement of Bluebird Real Estate Holdings, LLC, entered into December 20, 2024, but effective as of November 14, 2024,

(d)

Stockholder Agreement,

(e)           Offer Letters, Employee Handbook Acknowledgements and Confidentiality, Non- Competition and Invention Assignment Agreements between the Company and certain of its executive officers and directors (some of whom are also Stockholders) entered into in the Ordinary Course of Business,

(f)            Agreement between MarshallStudio, LLC, and TrackVia, Inc., related to the payment of residuals for prior work performed by MarshallStudio, LLC,

(g)           Indemnity Agreement by and between the Company and Leslie Bocskor, dated March 27, 2019, and related Electrum Partners, LLC Confidentiality and Non-Disclosure Agreement entered into August 25, 2016 by and between Electrum Partners, LLC and Deep Roots Medical LLC, and

(h)           the following arrangements: (i) the Company pays $2,000 a month to lease a home in Mesquite that Keith Capurro, Jon Marshall and other employees use and work from while in Mesquite, (ii) DRN Holdings, LLC has established a bank account in the name of DRN with Bank of America, but this account has been recorded on the books of Deep Roots Harvest; Deep Roots Harvest has credit cards that are tied to this Bank of America account in the name of DRN, and regularly reimburses DRN for amounts paid on these credit card accounts and this arrangement is reflected on the books of Deep Roots Harvest, and (iii) Oral Agreement by and between the company and each of Capurro, Smith, and Breeden regarding reimbursement by Deep Roots Harvest for expenses charged to the credit cards issued in the name of DRN Holdings, LLC, in each case of Section 3 (a) through (h), pursuant to Section 2.03(a)(xii) of the Agreement.

4.            Dividend. Pursuant to Section 2.02(b) of the Agreement, on June 4, 2025, the Company declared a dividend in the amount of $3,211,420 (the “Declared Dividend”), payable to all holders of record of the Company Common Stock immediately prior to the closing of the transactions contemplated by the Agreement, which dividend will not have been paid by the Company prior to Closing. The Declared Dividend shall (a) remain held by the Company at and after Closing in a Company bank account or accounts until paid out pursuant to subsection (c) and shall be deemed to be the property of the Stockholders to be held for the benefit of the Stockholders, (b) not constitute excess Closing Cash, be counted toward the Minimum Cash Amount or otherwise as an addition or subtraction to the Closing Merger Consideration or any components thereof, and (c) be paid out to the Stockholders no later than forty-five (45) days after Closing, in accordance with the Stockholders’ pro rata shares of the Declared Dividend as calculated by Dennis Smith and provided to Parent in writing.

5.             Miscellaneous. Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect. The terms of Article XI of the Agreement shall apply to this Amendment, as applicable, as if fully set forth herein.

[Signatures appear on the following page.]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed effective as of the day and year first set forth above.

	MERGER SUB:

	VIREO DR MERGER SUB INC.

	By:	/s/ Amber Shimpa
	Name:	Amber Shimpa
	Title:	President

	PARENT:

	VIREO GROWTH INC.

	By:	/s/ John Mazarakis
	Name:	John Mazarakis
	Title:	Chief Executive Officer

	THE COMPANY:

	DEEP ROOTS HOLDINGS, INC.

	By:	/s/ Keith Capurro
	Name:	Keith Capurro
	Title:	Chief Executive Officer

[Signature Page to Second Amendment to Agreement and Plan of Merger]

Exhibit 23.1

Consent of Independent Auditor

We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-282311) and on Form S-8 (Nos. 333-252690, 333-278478 and 333-278479) of Vireo Growth Inc. and the inclusion in this Current Report on Form 8-K of Vireo Growth Inc. of our report dated February 26, 2025, relating to the consolidated financial statements of Deep Roots Holdings, Inc. and Subsidiaries as of December 31, 2024 and 2023 and for the years then ended.

/s/ Hill, Barth & King LLC

Naples, Florida

June 10, 2025

Exhibit 99.1

Vireo Growth Inc. Announces Closing of Deep Roots Harvest Acquisition in Nevada

MINNEAPOLIS – June 9, 2025 – Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Nevada-based Deep Roots Holdings, Inc. (“Deep Roots”).

Deep Roots was founded in 2023 and is a consistently solid operator in Nevada’s mature cannabis market, with a 54,000 square foot cultivation and manufacturing facility and ten active retail dispensaries. The company maintains strong relative performance due to favorable contributions from strategically situated stores in Southern Nevada on the Utah border, and also holds equity and debt investments in a retail chain in California, and a vertical operator in Ohio and Massachusetts.

Total consideration for the transaction was $132.7 million, paid in the form of 255.2 million Subordinate Voting Shares of Vireo at a reference price per share of $0.52. The purchase price of the Deep Roots transaction represents a multiple of 4.175x 2024 “Closing EBITDA” of $30 million. The transaction is subject to clawback provisions if 2026 EBITDA is below Closing EBITDA as of December 31, 2026. The selling shareholders all agreed to voluntary share lock-up provisions, with tranches of shares received in connection with the closing unlocking over a 33-month period.

About Vireo Growth Inc.

Vireo was founded as a pioneer in medical cannabis in 2014 and we are fueled by an entrepreneurial drive that sustains our ongoing commitment to serve and delight our key stakeholders, most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate. We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent capital and human resource allocation. For more information, please visit www.vireogrowth.com.

Contact Information

Joe Duxbury

Chief Accounting Officer

investor@vireogrowth.com

(612) 314-8995

Forward-Looking Statement Disclosure

This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” “transformation,” and “pending,” variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes, but may not be limited to, statements regarding the Merger Transactions, including the timeline for the closing of the Merger Transactions; shareholder approval of the Merger Transactions; and the regulatory approvals required for the Merger Transactions. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory

environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the shareholder approval of the Merger Transactions; risks related to regulatory approval of the Merger Transactions; and risk factors set out in the Company’s Form 10-K for the year ended December 31, 2024 and the Company’s information statement regarding the Merger Transactions, both of which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.