Vireo Growth Issues 196.2 Million Shares to Complete Missouri Acquisition
MINNEAPOLIS , June 05, 2025 (GLOBE NEWSWIRE) — Vireo Growth Inc. (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), today announced that it has closed its previously-announced transaction to acquire Missouri-based Proper Brands (“Proper”) through the acquisition of NGH Investments, Inc. and Proper Holdings Management, Inc., subsidiaries of Proper Holdings, LLC, a management company providing services to Proper’s portfolio of 11 retail dispensaries in Missouri.
Proper was founded in 2022 and is currently one of the largest independent operators in Missouri’s adult-use, recreational cannabis market. The company has a total retail footprint of 11 retail dispensaries, with one undeveloped retail license. All stores are in the St. Louis area except for one in Kansas City. The company operates a cultivation and manufacturing facility in excess of 100,000 square feet, and is in the process of implementing the Arches technology platform across its home delivery business.
Total consideration for the transactions was $102.0 million, paid in the form of 196.2 million Subordinate Voting Shares of Vireo at a reference price per share of $0.52. The purchase price of the Proper transaction represents a multiple of 4.175x 2024 “Closing EBITDA” of $31 million. The transaction is subject to clawback provisions if 2026 EBITDA is below Closing EBITDA as of December 31, 2026. The shares issued in the transaction are subject to 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.
Original press release