Vireo Growth Inc. Enters into Non-Binding Memorandum of Understanding to Acquire The Hawthorne Gardening Company from ScottsMiracle-Gro

Planned share-based transaction is expected to be completed during the first fiscal quarter of 2026

Vireo plans to appoint Chris Hagedorn to its Board of Directors

MINNEAPOLIS, Jan. 28, 2026 (GLOBE NEWSWIRE) — Vireo Growth Inc. (“Vireo”) (CSE: VREO; OTCQX: VREOF) (“Vireo” or the “Company”) today announced that it has entered into a nonbinding Memorandum of Understanding (“MOU”) with The Scotts Miracle-Gro Company to acquire The Hawthorne Gardening Company LLC (“Hawthorne”), an independent operating subsidiary of ScottsMiracle-Gro and leading provider of nutrients, lighting and other materials used for indoor and hydroponic gardening in North America.

John Mazarakis, Chief Executive Officer of Vireo, commented, “We’ve valued our working relationship with ScottsMiracle-Gro and the Hawthorne team, and they have been excellent to work with throughout our discussions. This proposed transaction builds on a foundation of mutual respect and trust developed over time.”

Vireo intends to name Chris Hagedorn, Executive Vice President of ScottsMiracle-Gro and Executive Lead of the Hawthorne business, to its Board of Directors upon completion of the transition.

Mazarakis added, “We’re pleased to deepen our relationship through closer collaboration with ScottsMiracle-Gro and by welcoming Chris to our Board. Our focus now is on executing thoughtfully and responsibly in a way that reflects the expectations of a partner of this caliber as we move toward closing.”

Jim Hagedorn, Chairman and Chief Executive Officer of ScottsMiracle-Gro, said, “Through Hawthorne, we have spent years operating alongside the cannabis industry and working with a wide range of operators across markets, cycles, and business models. That experience has given us a clear view of what does and does not create durable value over time. After evaluating our strategic options, we concluded the most compelling path forward for our shareholders is to transition to an equity participation arrangement with Vireo. Vireo is well capitalized and has a strong platform and operating approach to be a market leader in the cannabis space. We have found a good home for Hawthorne that aligns with our interests while enabling us to sharpen the focus on our core business.”

About Vireo Growth Inc.

Vireo was founded in 2014 as a pioneering medical cannabis company. Vireo is building a disciplined, strategically aligned, and execution-focused platform in the industry. This strategy drives our intense local market focus while leveraging the strength of a national portfolio. We are committed to hiring industry leaders and deploying capital and talent where we believe it will drive the most value. Vireo operates with a long-term mindset, a bias for action, and an unapologetic commitment to its customers, employees, shareholders, industry collaborators, and the communities it serves. For more information about Vireo, visit www.vireogrowth.com.

Contact Information

Joe Duxbury
Chief Accounting Officer
investor@vireogrowth.com
(612) 314-8995

Forward-Looking Statement Disclosure

This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” and variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding expectations around the proposed transactions involving Hawthorne Gardening Company and its assets and expected timing and benefits thereof; expectations around the appointment of Chris Hagedorn to its Board of Directors; entry into a definitive agreement on acceptable terms if at all; the approximate value of the consideration to be paid in the transaction; and the Company’s expectations around integration of the operations of its recent acquisitions at timing thereof. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10 K and our Quarterly Reports on Form 10 Q filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the fact that the MOU is non-binding and there can be no assurance that the parties will enter into a definitive agreement; risks related to management’s ability to negotiate a definitive agreement on acceptable terms or at all; risks related to receipt of necessary regulatory and third-party approvals for completion of the proposed transaction; risks and uncertainties associated with the proposed transaction with ScottsMiracle-Gro, some of which are beyond the Company’s control; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the proposed transaction with ScottsMiracle-Gro; the effects of the proposed transaction with ScottsMiracle-Gro on the Company and the interests of various constituents; subject to the successful outcome of the proposed transaction with ScottsMiracle-Gro, the nature, cost, impact and outcome of pending and future litigation, other legal or regulatory proceedings, or governmental investigations and actions; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to meet the demand for flower in its various markets; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company’s Annual Reports on Form 10 K and Quarterly Reports on Form 10 Q, which are available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.com.

The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.