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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Ottawa warned early in new year of wheels wobbling on $100 billion EV strategy
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National Observer
40 minutes ago
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Wet'suwet'en complaint to bank puts Ottawa on notice over nation-building agenda
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Cision Canada
5 hours ago
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/ NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S. / TORONTO, July 25, 2025 /CNW/ - Saltire Capital Ltd. (" Saltire" or the " Company") (TSX: SLT, SLT.U, is pleased to announce that it has entered into a definitive agreement (the " Purchase Agreement") to purchase (the " Acquisition"), indirectly through a wholly-owned subsidiary (the " Purchaser"), 100% of the voting common shares of SanStone Investments Limited (" SanStone"), a leading owner and operator of heavy equipment dealerships and agricultural equipment dealerships in Eastern Canada that owns and operates the Wilson Equipment and Tidal Tractor dealership brands. 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Sagard Credit Facility Selected highlights regarding the Credit Facility include: The Lenders will provide Saltire with up to US$100 million of credit, approximately US$50.1 million of which is anticipated to be drawn on Closing (the " Initial Draw"); Subject to certain conditions in the Loan Agreement, Saltire may make additional draw requests (" Additional Draws") up to an aggregate principal amount of US$49.9 million to fund future acquisitions; and the Credit Facility will mature on the fifth anniversary of the Loan Agreement. The proceeds from the Initial Draw will be used (i) to refinance Saltire's existing credit facilities with National Bank of Canada, (ii) to refinance Saltire's preferred equity, (iii) to refinance SanStone's existing debt, to the extent same is assumed on Closing, (iv) to finance a portion of the cash Purchase Price under the Acquisition, and (v) for the payment of fees and expenses incurred in connection with the Loan Agreement. Proceeds from the Additional Draws will be available to finance certain permitted acquisitions under the Loan Agreement, and for the payment of fees and expenses incurred in connection with such permitted acquisitions. As consideration for the entering into of the Loan Agreement and provision of the Credit Facility, Saltire has agreed to issue 1,504,812 Common Share purchase warrants to Sagard (the " Sagard Warrants"). Each whole Sagard Warrant will entitle the holder to purchase one Common Share at a price of CAD$14.5228 per Common Share for a period of five years following Closing. "We are pleased to partner with Sagard as our lender as we continue to execute on our growth strategy. I am confident that this transaction will enhance our success as we continue to grow our business," said Andrew Clark, CEO of Saltire. Concurrently with the Acquisition and Credit Facility, the Company is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (" Paradigm") as sole agent and sole book runner in connection with a proposed best efforts private placement offering of up to 424,448 Common Shares at a price of CAD$11.78 per Common Share, for gross proceeds of approximately CAD$5 million. Paradigm has also been granted an over-allotment option, pursuant to which Paradigm may increase the size of the Private Placement by up to an additional 63,667 Common Shares for additional gross proceeds of up to CAD$749,997.26. The Private Placement is expected to close on or about August 12, 2025. In connection with the Private Placement, Paradigm will be paid (i) a cash fee equal to 7% of the gross proceeds of the Private Placement, and (ii) Common Share purchase warrants (the " Compensation Warrants") equal to 7% of the number of Common Shares issued pursuant to the Private Placement. The Compensation Warrants will have the same terms as the Sagard Warrants. 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In addition, the Transactions and the listing of Common Shares issued or issuable in connection with the Transactions are subject to the approval of the TSX. Advisors National Bank acted for Saltire as transaction advisor on the acquisition of SanStone, Raymond James acted as advisor for Saltire on the Credit Facility, and Paradigm is acting for Saltire on the Private Placement. Goodmans LLP acted as legal counsel to the Company on the Credit Facility and Private Placement. Torys LLP acted as legal counsel to Sagard on the Credit Facility. BLG acted as legal counsel to Paradigm on the Private Placement. McInnes Cooper acted as legal counsel to the Company and Cox & Palmer acted as legal counsel to SanStone on the Acquisition. A copy of the Loan Agreement will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval Plus (" SEDAR+") and will be available for viewing on Saltire's SEDAR+ profile at About Saltire Capital Ltd. Saltire is a long-term capital partner that allocates capital to equity, debt and/or hybrid securities of high-quality private companies. Investments made by Saltire consist of meaningful and influential stakes in carefully selected private companies that it believes are under-valued businesses with the potential to significantly improve fundamental value over the long-term. These businesses will generally have high barriers to entry, predictable revenue streams and cash flows and defensive characteristics. Although Saltire primarily allocates capital to private companies, Saltire may, in certain circumstances if the opportunity arises, also pursue opportunities with orphaned or value challenged small and micro-cap public companies. Saltire provides investors with access to private and control-level investments typically reserved for larger players, while maintaining liquidity. About SanStone Investments Ltd. SanStone Investments is a private equity firm established in 2013 by Bill Sanford and likeminded investors with a mission to purchase and grow strong Maritime Canadian companies by focusing on its customers and employees. SanStone's operating companies are Wilson Equipment Limited, a heavy equipment sales and service industry leader based in Bible Hill/Truro and Dartmouth, Nova Scotia, and Tidal Tractor, a top agricultural and construction equipment supplier with locations in Port Williams, Dartmouth, and Onslow/Truro, Nova Scotia, and in Moncton, New Brunswick. About Sagard Credit Partners Sagard Credit Partners is a non-sponsor direct lending strategy focused on middle-market public and private companies in North America. It provides bespoke debt solutions across the credit spectrum in first and second lien loans, such as unsecured and mezzanine financings, tailored to a company's specific needs. Prior to the Transactions, Sagard did not hold any securities of Saltire. As a result of holding the Sagard Warrants, Sagard will hold securities exercisable for an aggregate of 1,504,812 common shares, representing approximately 18.52% of the outstanding voting shares after giving effect the exercise of all of the Sagard Warrants and approximately 17.60% after giving effect to the exercise of all of the Sagard Warrants and the Private Placement. The Sagard Warrants are being acquired by Sagard for investment purposes and, in the future, it may discuss with management and/or the board of directors any of the transactions listed in clauses (a) to (k) of item 5 of Form F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Saltire, in such manner as it deems advisable to benefit from changes in market prices of Saltire securities, publicly disclosed changes in the operations of Saltire, its business strategy or prospects or from a material transaction of Saltire, and it will also consider the availability of funds, evaluation of alternative investments and other factors. An early warning report will be filed by Sagard in accordance with applicable securities laws and will be available on SEDAR+ at or may be obtained upon request from Andrew Clark at 416-419-9405. Forward Looking Information This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws (" Forward-Looking Statements"). The Forward-Looking Statements contained in this press release relate to future events or Saltire's future plans, operations, strategy, performance or financial position and are based on Saltire's current expectations, estimates, projections, beliefs and assumptions, including, among other things, in respect of the closing of the Acquisition, the Credit Facility and the Private Placement, Saltire's ability to satisfy the conditions to Closing under the Purchase Agreement, Saltire's ability to satisfy the conditions to funding under the Loan Agreement (including the approval of the TSX), completion of the Private Placement, and Saltire's ability to maintain compliance with covenants under the Loan Agreement. In particular, there is no assurance that Saltire will satisfy any or all of the conditions for Closing of the Acquisition, Credit Facility or Private Placement. Such Forward-Looking Statements have been made by Saltire in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be Forward-Looking Statements. Such Forward-Looking Statements are often, but not always, identified by the use of words such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", "continue", "expect", "potential", "proposed" and other similar words and expressions. Forward-Looking Statements are based on certain expectations and assumptions and are subject to known and unknown risks and uncertainties and other factors, many of which are beyond Saltire's control, that could cause actual events, results, performance and achievements to differ materially from those anticipated in these Forward-Looking Statements. Forward-Looking Statements are provided for the purpose of assisting the reader in understanding Saltire and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-Looking Statements should not be read as guarantees of future performance or results. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which speak only as of the date of this press release. Unless otherwise noted or the context otherwise indicates, the Forward-Looking Statements contained herein are provided as of the date hereof, and Saltire disclaims any intention or obligation, except to the extent required by law, to update or revise any Forward-Looking Statements as a result of new information or future events, or for any other reason. This press release should be read in conjunction with the management's discussion and analysis and unaudited condensed consolidated interim financial statements and notes thereto as at and for the three months ended March 31, 2025 and Saltire's Annual Information Form for the year ended December 31, 2024 dated March 28, 2025. Additional information about Saltire, including with respect to the risk factors that should be taken into consideration when reading this press release and the Forward-Looking Statements, is available on Saltire profile on SEDAR+ at
