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Vireo nabs $75M through 120M new shares, goes on acquisition spree

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In a new blockbuster deal spanning the geographical breadth of the United States, Minnesota-based Vireo Growth (CSE: VREO) (OTCQX: VREOF) will more than double its cannabis footprint with the acquisition of four companies and a significant equity infusion for real estate investment trust Chicago Atlantic.

Under the terms of the complex deal, Vireo will get $75 million in new financing by issuing 120 million new shares of stock, and at the same time, it agreed to acquire four companies across the country through an all-stock deal worth nearly $400 million that was facilitated by Chicago Atlantic.

The move will bring Vireo’s cannabis footprint to seven states with 48 total dispensaries and more than 1 million square feet of cultivation canopy, with the acquisitions of Proper Brands in Missouri, Deep Roots Harvest in Nevada, WholesomeCo Cannabis in Utah, and The Flowery in Florida. The combined purchase price of all four companies is worth $397 million in Vireo stock , at a price of $0.625 per share. Several of the companies also have additional licenses for dispensaries and cultivation that have not yet been built out or opened.

Chicago Atlantic noted in its own press release that it is the largest shareholder of Vireo.

John Mazarakis, the co-founder of Chicago Atlantic, has been named the new CEO of Vireo, effective immediately, the company said in a press release Wednesday, and Tyson MacDonald has been appointed CFO. Vireo President Amber Shimpa will continue in her position, and as CEO of Vireo in Maryland, Minnesota and New York – the states where Vireo already held cannabis licenses.

Vireo’s new approach under Mazarakis will be to keep the management teams of all four acquisition targets in place, with a philosophy that each of them know their markets better than the new Vireo C-suite and are better positioned to drive success for shareholders.

“We are proud to introduce a new platform for operators to continue growing their businesses independently, embracing a decentralized approach that empowers local knowledge and expertise to flourish,” Mazarakis said in a release.

The new CEO said he had long watched all four of the acquisition targets grow as he worked directly with them on behalf of Chicago Atlantic. Mazarakis said that the megamerger is “poised for success in today’s operating environment, with an industry leading balance sheet, profitability and growth profile,” which will transform Vireo into “an acquirer of choice for select M&A activity in the future with other like-minded local operators.”

All four of the companies being acquired were vetted carefully before the deal was inked, the company said in a press release, and each has a proven track record of profitability.

“Vireo expects that each transaction will be accretive to the broader portfolio,” the company stated. “Each operator is incentivized to maximize profit and cash flow based on the deal structure that rewards performance on a stand-alone as well as on a consolidated basis.”

All four companies have built-in performance incentives wrapped into the deal, in the form of earnouts that would manifest at the end of 2026 if they all continue operating at the top of their respective markets, according to the release.

The acquisitions still must be approved by Vireo shareholders, though the company board of directors has already signed off on the deal. Closing is expected to take at least six months, Vireo projected. Agreements for the acquisitions of Proper Brands, Deep Roots Harvest and WholesomeCo Cannabis have already been signed, while The Flowery has entered a binding memorandum of understanding with Vireo.

The deal also includes the proprietary cannabis tech platform Arches, which would be used exclusively by the Vireo portfolio of cannabis companies across the U.S.

The new Vireo is projected to have estimated pro forma revenue of $394 million and an EBITDA of $94 million for the 2024 calendar year, the company estimated, with a balance sheet of $99 million in the bank against $78 million in net debt.



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Nebraska medical cannabis regulations stall in legislative committee

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A Nebraska legislative committee voted 5-3 against advancing a bill designed to implement and regulate the state’s medical cannabis program, leaving legislators and advocates searching for alternative paths forward, according to the Nebraska Examiner.

The General Affairs Committee rejected Legislative Bill 677, sponsored by State Sen. Ben Hansen of Blair, during a Thursday vote where committee members declined to offer amendments to the legislation, the publication reported.

“I don’t want to shut all the doors right now, but some doors are closing, and they’re closing fast, and so we have to act,” Hansen told reporters after the vote, according to the Examiner.

Nebraska voters approved medical cannabis in November 2024, with residents legally permitted to possess up to 5 ounces with a healthcare practitioner’s recommendation since mid-December. However, the regulatory commission created by the ballot initiative lacks effective power and funding to regulate the industry.

Hansen described his legislation as “a must” for 2025 to prevent a “Wild West” scenario in the state’s cannabis market. The bill would have expanded regulatory structure through the Nebraska Medical Cannabis Commission and extended deadlines for regulations and licensing to allow more time for implementation, the Examiner noted.

Committee disagreements centered on proposed restrictions. A committee amendment would have prohibited smoking cannabis and the sale of flower or bud products while limiting qualified healthcare practitioners to physicians, osteopathic physicians, physician assistants or nurse practitioners who had treated patients for at least six months.

The amendment also would have limited qualifying conditions to 15 specific ailments including cancer, epilepsy, HIV/AIDS, and chronic pain lasting longer than six months.

State Sen. Bob Andersen of Sarpy County opposed allowing vaping due to concerns about youth drug use, while committee chair Rick Holdcroft suggested selling cannabis flower would be “a gateway toward recreational marijuana,” a claim Hansen “heavily disputed,” according to the Examiner.

Hansen now faces a difficult path forward, requiring at least 25 votes to pull the bill from committee and then needing 33 senators to advance it across three rounds of debate, regardless of filibuster attempts.

Crista Eggers, executive director of Nebraskans for Medical Marijuana, remained optimistic despite the setback.

“This will not be the end,” Eggers said, according to the outlet. “Giving up has never been an option. Being silenced has never been an option. It’s not over. It’s not done.”

The legislative impasse is further complicated by ongoing litigation. Former state senator John Kuehn has filed two lawsuits challenging the voter-approved provisions, with one appeal pending before the Nebraska Supreme Court. The state’s Attorney General is also trying to do something about the hemp question, akin to other states across the country.



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One of Las Vegas’ cannabis lounges closes its doors

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Nevada’s cannabis lounge experiment faces some expected growing pains, with one of just two state-licensed venues closing its doors after barely a year in business, according to the Las Vegas Weekly.

“The regulatory framework, compliance costs and product limitations just don’t support a sustainable business model,” said Thrive Cannabis managing partner Mitch Britten, who plans to convert the space into an event venue until regulations loosen up.

The closure leaves Planet 13’s Dazed Consumption Lounge as the only operational state-regulated cannabis lounge in Nevada. Dazed manager Blake Anderson estimates the venue attracts around 250 customers daily, primarily tourists. One other establishment, Sky High Lounge, has operated since 2019 on sovereign Las Vegas Paiute Tribe land exempt from state regulations.

Even with Nevada regulators conditionally approving 21 more lounge licenses, potential owners are struggling to meet the $200,000 liquid assets requirement – particularly social equity applicants from communities hit hardest by prohibition.

Recreational marijuana has been legal statewide since 2017, but public consumption remains prohibited. That’s created an obvious disconnect for the millions of tourists who visit Las Vegas annually but have nowhere legal to use the products they purchase. The state recorded roughly $829 million in taxable sales during the 2024 fiscal year.

“It always comes down to money, and it’s difficult to get a space if you can’t afford to buy a building. On top of that, getting insurance and finding a landowner who’s willing to lease to a cannabis business is a challenge in and of itself,” said Christopher LaPorte, whose consulting firm Reset Las Vegas helped launch Smoke and Mirrors, told Las Vegas Weekly.

Many think the key to future success lies in legislative changes that would allow lounges to integrate with food service and entertainment – playing to Las Vegas’s strengths as a hospitality innovator. In the meantime, the industry will continue to adapt and push forward.

“Things take time,” LaPorte said. “There’s a culture that we have to continue to embrace and a lot of education that we still have to do. But at the end of the day, tourists need a place to smoke, and that’s what these places are.”



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Psyence Group consolidates its shares

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Psyence Group Inc. (CSE: PSYG) told investors that it will be consolidating all of its issued and outstanding share capital on the basis of every 15 existing common shares into one new common share effective April 23, 2025 with a record date of April 23, 2025. As a result of the consolidation, the issued and outstanding shares will be reduced to approximately 9,387,695 on the effective date.

This is the second time a Psyence company has consolidated shares recently. In November, its Nasdaq-listed associate, Psyence Biomedical Ltd. (Nasdaq: PBM), implemented a 1-for-75 share consolidation as the psychedelics company worked to maintain its Nasdaq listing.

Psyence Group reported earnings in February when the company delivered a net loss of C$3 million and was reporting as a going concern. At the end of 2024, the company said it had not yet achieved profitable operations, has accumulated losses of C$48,982,320 since its inception.

Total assets at the end of 2024 were C$11,944,478 and comprised predominantly of: cash and cash equivalents of C$10,611,113, other receivables of C$159,808, investment in PsyLabs of C$1,071,981 and prepaids of C$68,243.

Still, the company is pushing ahead. Psyence told investors that it has historically secured financing through share issuances and convertible debentures, and it continues to explore funding opportunities to support its operations and strategic initiatives. “Based on these actions and
management’s expectations regarding future funding and operational developments, the company believes it will have sufficient resources to meet its obligations as they become due for at least the next twelve months,” it said in its last financial filing.

The company said it believes that the consolidation will position it with greater flexibility for the development of its business and the growth of the company.

 



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