The combination would consolidate two complementary retail networks in a limited-license market while equitizing $30 million of FLUENT debt.

May 6, 2026

Vireo Growth Inc. and FLUENT Corp. have agreed to a definitive all-stock arrangement under which the multi-state cannabis operator will absorb the Tampa-based vertically integrated cannabis company, the two firms announced April 30. The deal is structured to dramatically expand Vireo’s footprint in Florida’s medical cannabis market while giving FLUENT shareholders an equity stake in a larger, better-capitalized platform.

Under the agreement, each FLUENT shareholder will receive 0.0705359 of a Vireo subordinate voting share for every FLUENT share held, after the conversion of proportionate voting shares and non-voting exchangeable shares. Pending regulatory approvals, the combined company is expected to operate roughly 74 retail stores and approximately 144,000 square feet of cultivation and production canopy. Vireo currently operates in 10 states, while FLUENT runs operations in Florida, New York, and Texas with about 650 employees, eight cultivation and manufacturing sites, and 35 active retail locations.

Strategic Rationale Centers on Florida Scale

Vireo Chief Executive John Mazarakis described Florida’s limited-license framework as a market where scale is rewarded, framing the combination as bringing together two networks with minimal overlap to create a platform that would be difficult for competitors to replicate. He noted that FLUENT generated roughly $71.5 million in Florida revenue in 2025 and indicated FLUENT has committed to right-sizing measures ahead of closing that Vireo expects will produce meaningful cash flow even before any synergies are layered in.

David E. Vautrin, FLUENT’s interim chief executive, characterized the tie-up as a way for shareholders to gain exposure to the scale, capital, and infrastructure of a substantially larger cannabis operator. Richard Mavrinac, who chairs the FLUENT special committee of independent directors, said the panel concluded after a comprehensive independent review that the deal delivered compelling strategic and financial value, particularly given the increasing importance of capital access and operational footprint in the sector.

Board Approvals and Fairness Opinion

The FLUENT board, with interested directors abstaining, unanimously approved the transaction following the special committee’s unanimous recommendation. Vireo’s board also unanimously approved the deal, with one interested director abstaining. ATB Cormark Capital Markets, financial adviser to the special committee, delivered an oral fairness opinion dated April 29 concluding that the consideration to FLUENT shareholders is fair from a financial point of view.

Debt Equitization and Operating Budget

In tandem with the arrangement, FLUENT entered into a credit equitization agreement with lenders under its existing senior secured credit facility, originally dated November 26, 2024 and amended in March and April of 2026. Key terms include:

• $30 million of outstanding indebtedness to be exchanged for FLUENT shares immediately prior to closing
• Those FLUENT shares will then convert into Vireo shares upon completion of the transaction
• Chicago Atlantic Financial Services serves as successor administrative agent under the credit agreement

The FLUENT board has also approved an operating budget designed to streamline operations through divestitures of non-core assets, targeted cost reductions, and other efficiency initiatives intended to support cash flow generation over time.

Path to Closing

The transaction will proceed as a court-approved plan of arrangement under the Business Corporations Act (Ontario), requiring approval from at least two-thirds of FLUENT shareholders at a special meeting expected in the second quarter of 2026, along with a simple majority excluding shares subject to Multilateral Instrument 61-101. Vireo has secured voting support agreements from directors, officers, and key shareholders representing approximately 38.3 percent of FLUENT’s issued and outstanding shares on an as-converted basis.

The Arrangement Agreement contains customary deal protection provisions, including non-solicitation covenants, fiduciary out and right-to-match provisions for FLUENT, and a $2 million termination fee payable in certain circumstances. Subject to court, shareholder, regulatory, and other approvals, closing is anticipated in the fourth quarter of 2026. Upon completion, FLUENT shares are expected to be delisted from the Canadian Securities Exchange and the OTCQB Venture Market, and FLUENT intends to apply to cease being a reporting issuer under Canadian securities laws.

Separately, the company disclosed that Chris Hagedorn has resigned from the FLUENT board, with the resulting vacancy left unfilled at this time.