Vireo Growth Inc. (CSE: VREO; OTCQX: VREOF) has completed the acquisition of FLUENT Corp. (CSE: FNT.U; OTCQB: CNTMF), creating a combined cannabis platform with a stronger footprint in Florida and new operations in New York and Texas.
Transaction Overview
The deal, governed by a court‑approved arrangement under Ontario’s Business Corporations Act, exchanged all FLUENT shares for Vireo subordinate voting shares at a ratio of 0.002351197 Vireo share per FLUENT share, adjusted after a 30‑for‑1 consolidation.
Vireo issued 6,148,780 subordinate voting shares to FLUENT shareholders and assumed 1,701,261,364 FLUENT shares plus 310,194,363 shares issued to senior lenders through credit equitizations, for a total of roughly 7.7 billion Vireo shares after conversion and lock‑up.
Immediately after closing, FLUENT shares will be delisted from the Canadian Securities Exchange and OTCQB Venture Market around November 9, 2026, and FLUENT will seek to cease reporting under Canadian securities law.
Operational Impact
The merger adds 33 FLUENT dispensaries and about 117,000 sq ft of cultivation space, expanding Vireo’s Florida footprint to roughly 74 dispensaries and 317,000 sq ft of operational capacity.
FLUENT’s New York and Texas entities are slated for sale: Etain, LLC will be sold to a third‑party operator, while Cansortium Texas, LLC will be sold to Legacy Therapeutics, LLC, each pending regulatory approval.
Management Commentary
John Mazarakis, CEO of Vireo, said the acquisition “meaningfully strengthens our position in Florida” and noted operational efficiencies already realized from FLUENT’s budget discipline.
Matt Mundy, interim CEO and chief legal officer of FLUENT, called the closing “an important milestone” that will provide scale and resources for the next phase of growth.
Shareholder Information
Chicago Atlantic Credit Opportunities, LLC and its affiliates now own about 11.7 % of Vireo’s issued and outstanding shares, up from 6.2 % before the deal, after acquiring shares through the credit equitization.
The Chicago Atlantic Shareholder will file an early warning report on Vireo’s SEDAR+ profile; contact details are listed in the release.
Advisors
ATB Cormark Capital Markets acted as financial advisor to FLUENT’s special committee; Cassels Brock & Blackwell LLP and Goodwin Procter LLP served as Canadian and U.S. legal counsel, respectively. DLA Piper (Canada), Eversheds Sutherland (US), Shenker Russo & Clark and Foley & Lardner acted as regulatory counsel for Vireo.
About the Companies
FLUENT is a consumer‑packaged goods and retail cannabis firm with brands such as MOODS, Knack, Wandr, Bag‑O and Hyer Kind, operating in Florida, New York and Texas.
Vireo Growth Inc. is a vertically integrated cannabis company with operations in 10 U.S. states, roughly 210 dispensaries and a portfolio that spans cultivation, manufacturing, retail, delivery and agricultural supply.
Forward‑Looking Statement
This release contains forward‑looking statements about the Transaction’s benefits, integration timing, delisting schedules and other projections; actual results may differ due to risks detailed in the companies’ public filings.
Contact Information
Vireo Growth Inc.: Lynn Ricci, Director, Investor Relations & Corporate Communications, investor@vireogrowth.com, (781) 956‑7052.
FLUENT Corp.: Investor & Media Relations, investors@getFLUENT.com, press@getFLUENT.com.
