Chicago Atlantic announces investment in Vireo Growth Inc.
Concurrently with the repayment of the November 1, 2024 convertible note, Vireo issued to CAOF a new US$10 million principal amount convertible note pursuant to a private placement transaction under a loan and security agreement. Full exercise of the original principal amount of the convertible note would result in CAOF acquiring an aggregate of 16,000,000 Shares.
Prior to the repayment of the November 1, 2024 convertible note and the issue of the new convertible note, Chicago Atlantic beneficially owned or exercised control and direction over 111,557,755 Shares, representing approximately 32.9% of the 339,475,288 outstanding Shares as of May 7, 2025 (or approximately 37.0% of the 361,785,101 outstanding Shares assuming exercise and conversion, as applicable, in full of all warrants and the principal amount of convertible notes held by CAA and the Affiliates into 22,399,814 Shares).
Following the repayment of the November 1, 2024 convertible note and the issue of the new convertible note, Chicago Atlantic beneficially owns or exercises control and direction over the same number and percentage of Shares as noted in the preceding paragraph.
The repayment of the November 1, 2024 convertible note and the issue of the new convertible note will be considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61- 101"), as Chicago Atlantic is a "related party" to Vireo as defined in MI 61-101. Chicago Atlantic understands these transactions will be exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 on the basis that neither the fair market value of the securities repaid and issued, nor the fair market value of the consideration for the securities repaid and issued, insofar as it involves related parties, exceeds 25% of the market capitalization of Vireo.
The new convertible note was issued in reliance upon exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable Canadian and U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Chicago Atlantic confirms that the new convertible note was acquired by CAOF for investment purposes, and in the future, Chicago Atlantic may acquire additional securities of Vireo, dispose of some or all of the existing or additional securities Chicago Atlantic holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors. Chicago Atlantic confirms that it will file an early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, on SEDAR+ at www.sedarplus.ca under Vireo's profile. Chicago Atlantic's head office is located at 1680 Michigan Avenue, Suite 700, Miami Beach, FL 33139. To obtain a copy of the report, please contact Chicago Atlantic Advisers, LLC using the Investor Inquiries contact information below.
Chicago Atlantic is a private markets alternative investment manager focused on industries and companies where demand for capital exceeds traditional supply. The firm's investment strategies include opportunistic private credit and equity with focuses on loans to esoteric industries, specialty asset-based loans, liquidity solutions and growth and technology finance. Chicago Atlantic has closed over $2.3 billion in credit facilities since inception. Chicago Atlantic's team of over 80 professionals has offices in Chicago, Miami, New York and London. For more information on Chicago Atlantic's investment opportunities and financing products, visit chicagoatlantic.com.
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