Vireo Growth signs put and call deal over US$18.1M note
Battle Green can require a share-funded note purchase, while Vireo can trigger one at a lower share price; the maturity route uses a future trading average.
Theo Marchetti
A three-year put-and-call agreement announced Sept. 29 creates a share-funded route to acquire a promissory note with US$18,096,028 in principal. Vireo Growth Inc. CNSXVREO OTCMKTSVREOF could issue up to 972,905 subordinate voting shares for that principal if either fixed-price right is exercised, the company said. A maturity purchase would use a future trading average, so its share count is still open.
Vireo shares closed up 4.21 per cent at C$14.85 on the CSE at 4 p.m. EDT on Sept. 29, according to CNSXVREO. The company released the agreement at 4:15 p.m. EDT, after the trading session.
The note was issued by BG Ohio SPV LLC to Battle Green Holdings SR LLC, which holds it. Battle Green may require Vireo to acquire the note, while Vireo may elect to buy it, with the principal paid in newly issued shares.
The Sept. 29 company release, posted at 4:15 p.m. EDT, sets US$19.50 per share for the holder's put. Vireo's call uses US$18.60 per share. For the disclosed principal, those prices imply about 928,000 shares under the put or 972,905 under the call, before accrued interest.
Maturity Price Remains Open
If neither side exercises its fixed-price right, Vireo will acquire the note at maturity by issuing shares at the trailing 30-day volume-weighted average price, subject to CSE pricing minimums. The Sept. 29 release gives no maturity date or future average price, leaving the share count under that route unknown.
Accrued interest may be paid in additional Vireo shares, though the company can elect to pay that interest in cash. The release does not state the interest rate or spell out the conditions that must be met before any shares are issued.
"No Vireo Shares will be issued unless and until the Put Right, Call Right, or Maturity Call Right is exercised and all applicable conditions have been satisfied," Vireo said in its Sept. 29 release.
Principal Shares Are Only One Part
The Sept. 29 release caps principal shares at 972,905 under the fixed-price routes. Against the 50.82 million shares outstanding shown by OTCMKTSVREOF at 4 p.m. EDT on Sept. 29, that equals roughly 1.9 per cent. Maturity pricing and interest could change the actual number issued.
The fixed issue prices also stand above Vireo's OTC close of US$10.57 at 4 p.m. EDT on Sept. 29, according to OTCMKTSVREOF. That close preceded the agreement's release and cannot establish how the market responded to it.
Vireo said in the Sept. 29 release that it operated in 10 states and had more than 170 dispensaries. In its Aug. 11 quarterly results, it reported US$122.7 million cash at June 30; the agreement allows cash payment of interest but provides for share payment of principal.
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The three-year agreement was announced Sept. 29, 2026. Vireo gave no date for an exercise or the note's maturity; whichever route applies will set the share count when the note changes hands.
