Vireo Growth closes acquisition of Schwazze convertible notes

Vireo Growth (VREOF) closed on a transaction to acquire outstanding senior secured convertible notes of public U.S. multi-state cannabis operator, Medicine Man Technologies (SHWZ). The Company simultaneously announced that it has entered into a Restructuring Support Agreement with Schwazze. The RSA sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of Schwazze to a newly-formed entity to be majority-owned by Vireo, and the liquidation and winding down of Schwazze’s remaining operations. The value of the Notes acquired was approximately $91,000,000, consisting of principal and interest, as of October 10, 2025. The Notes were acquired for total consideration of approximately $62 million, representing a substantial discount to par value. Vireo issued approximately 114,807,815 subordinate voting shares in consideration for the transaction to the previous holders of the Notes. The Notes mature in December of 2026, carry an interest rate of 13.0 percent, and are currently in default. Vireo will assume all rights and remedies of senior secured debt holders in relation to the Notes. Pursuant to the RSA, the collateral agent under the indenture governing the Notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the Asset Sale. If the credit bid is successful, Vireo and Schwazze will enter into an asset purchase agreement with NewCo pursuant to which the assets subject to the Asset Sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of Schwazze and a discharge of the Notes. Certain parties have also agreed to provide NewCo with up to approximately $62 million in financing, the proceeds of which will be used to refinance certain outstanding Schwazze indebtedness, pay transaction expenses and provide NewCo with working capital. Any remaining assets of Schwazze not purchased in the Asset Sale would be subject to a wind down. Net proceeds from the wind down, to the extent there are any, will be distributed to holders of claims and equity interests in Schwazze in accordance with their relative priority under applicable law. Completion of the transactions contemplated by the RSA are subject to certain conditions, including regulatory approval where applicable.