On November 9, 2026, FLUENT Corp. completed the sale of all of its issued and outstanding shares to Vireo Growth Inc. pursuant to a court-approved plan of arrangement under the Business Corporations Act (Ontario).
Pursuant to the transaction, FLUENT shareholders received 0.002351197 of a subordinate voting share of Vireo Growth in exchange for each FLUENT common share held (after conversion of all (i) proportionate voting shares of FLUENT and (ii) non-voting, non-participating exchangeable shares of FLUENT). Upon completion of the transaction, FLUENT became a wholly-owned subsidiary of Vireo Growth.
Immediately prior to completion of the transaction, FLUENT completed an equitization of approximately US$30 million of outstanding indebtedness under its existing senior secured credit agreement pursuant to the credit equitization agreement entered into with certain of its senior lenders on April 29, 2026. In connection with the equitization, FLUENT issued an aggregate of 1,701,261,364 common shares of FLUENT to such lenders, which shares were subsequently exchanged for subordinate voting shares of Vireo Growth pursuant to and in accordance with the plan of arrangement between FLUENT and Vireo Growth. The subordinate voting shares of Vireo Growth issued to FLUENT’s lenders are subject to lock-up agreements with Vireo Growth, pursuant to which such shares may not be sold or transferred for a period of six months following closing of the transaction.
Cassels acted for FLUENT.
