Vireo Growth Inc.

Item 1A. Risk Factors

Not applicable.

Risks Related to the RSA, Credit Bid and Asset Sale

There can be no assurance that the Companys Credit Bid will be the winning bid in the Asset Sale.

The RSA between the Company and Schwazze sets forth a plan to restructure the operations and capital structure of Schwazze and its subsidiaries through a serious of transactions including the Asset Sale, which will be effected by way of a UCC public disposition of collateral. The Company intends to credit bid at the Asset Sale; however, given that the Asset Sale is open to other bidders and competing bids, the Companys Credit Bid may not be the winning bid, which would frustrate the aims of the RSA and prevent the Company from acquiring the assets of Schwazze that are the subject of the Asset Sale, which could have a material adverse effect on the Company.

There can be no assurance that all of the conditions precedent to closing of the Asset Sale will be satisfied.

If the Companys Credit Bid is successful, the completion of the Asset Sale will be subject to a number of conditions precedent, some of which are outside of our control. There can be no certainty, nor can we provide any assurance, that all conditions precedent to the Asset Sale will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived and, accordingly, the Asset Sale may not be timely completed or completed at all. If the Asset Sale is not completed, the market price of our Shares may be adversely affected.

The required regulatory approvals may not be obtained or, if obtained, may not be obtained on a favorable basis.

To complete the acquisition of the Schwazze assets in the Asset Sale, the Company and Schwazze must make certain filings with and obtain certain consents and approvals from various governmental and regulatory authorities. The required regulatory approvals have not been obtained yet. The regulatory approval processes may take a lengthy period of time to complete, which could delay completion of the Asset Sale. If obtained, the required regulatory approvals may be conditioned, with the conditions imposed by the applicable governmental entity not being acceptable to either the Company or Schwazze, or, if acceptable, not being on terms that are favorable to the resulting company. There can be no assurance as to the outcome of the regulatory approval processes, including the undertakings and conditions that may be required for approval or whether the required regulatory approvals will be obtained. If not obtained, or if obtained on terms that are not satisfactory to either the Company or Schwazze, the Asset Sale may not be completed.

There can be no assurance that the RSA will not be terminated by the Company or Schwazze in certain circumstances.

Each of the Company and Schwazze has the right, in certain circumstances, to terminate the RSA. Accordingly, there can be no certainty, nor can we provide any assurance that the RSA will not be terminated by either of the Company or Schwazze prior to the completion of the Asset Sale. Any termination will result in the failure to realize the expected benefits of the Asset Sale in respect of the operations and business of the Company.

The uncertainty surrounding the Asset Sale could negatively impact Vireo's current and future operations, financial condition and prospects.

As the Asset Sale is dependent upon receipt, among other things, of the required regulatory approvals and satisfaction of certain other conditions, the Asset Sales completion is uncertain. If the Asset Sale is not completed for any reason, there are risks that the announcement of the Asset Sale and the dedication of Vireo's resources to the completion thereof could have a negative impact on its relationships with its stakeholders and could negatively impact current and future operations, financial condition and prospects of Vireo. In addition, Vireo has, and will continue to, incur significant transaction expenses in connection with the Asset Sale, regardless of whether the Asset Sale is completed.

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If the Company is not successful with its Credit Bid and able to acquire the assets that are the subject of the Asset Sale, the Company will not benefit from the expenses incurred in the pursuit thereof.

There is no assurance that the Company will successfully acquire the assets in the Asset Sale. If the Company does not acquire the assets in the Asset Sale, the Company will have incurred substantial expenses for which no ultimate benefit will have been received. The Company has incurred out-of-pocket expenses in connection with the RSA and Asset Sale, much of which will be incurred even if the Company does not acquire the assets in the Asset Sale.