Exhibit 2.1

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

ARRANGEMENT AGREEMENT

BETWEEN

VIREO GROWTH INC.

AND

C21 INVESTMENTS INC.

JUNE 14, 2026

TABLE OF CONTENTS

SCHEDULES

Schedule A - PLAN OF ARRANGEMENT

Schedule B - ARRANGEMENT RESOLUTION

Schedule C - REQUIRED REGULATORY APPROVALS

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of June 14, 2026,

BETWEEN:

VIREO GROWTH INC., a corporation existing under the laws of the Province of British Columbia,

(the “Purchaser”)

- and -

C21 INVESTMENTS INC., a corporation existing under the laws of the Province of British Columbia,

(the “Company”)

WHEREAS the Purchaser, proposes to acquire all of the outstanding Company Shares (as defined herein) pursuant to the Arrangement (as defined herein), as provided in this Agreement;

AND WHEREAS the Board (as defined herein), after consultation with legal and financial advisors and after receipt and review of a recommendation of the Special Committee (as defined herein) and upon consideration of the Fairness Opinion (as defined herein), has unanimously (with interested directors of the Company abstaining from voting, if applicable) resolved, subject to the terms of this Agreement, that the Arrangement is in the best interests of the Company, that the Arrangement is fair to the Company Shareholders (as defined herein) and to recommend that the Company Shareholders vote in favour of the Arrangement Resolution (as defined herein);

AND WHEREAS the Purchaser has entered into the Company Support Agreements (as defined herein) with the Supporting Company Shareholders (as defined herein) pursuant to which, among other things, such Supporting Company Shareholders have agreed, subject to the terms and conditions thereof, to vote the Company Shares held by them in favour of the Arrangement Resolution;

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1
INTERPRETATION

Section 1.1       Defined Terms

As used in this Agreement, the following terms have the following meanings:

‎“1933 Securities Act” means the United States Securities Act of 1933, as amended, and ‎the rules and regulations promulgated thereunder.‎

‎“1934 Exchange Act” means the United States Securities Exchange Act of 1934, as ‎amended, and the rules and regulations promulgated thereunder.

“Acquisition Proposal” means, at any time, other than the transactions contemplated by this Agreement, any offer, proposal, expression of interest, or inquiry (written or oral) from any Person or group of Persons acting “jointly or in concert” other than the Purchaser (or any Affiliate of the Purchaser) after the date of this Agreement relating to:

“Action” means any action, cause of action, claim, charge, complaint, demand, litigation, suit, investigation, grievance, citation, prosecution, summons, subpoena, inquiry, audit, assessment, hearing, arbitration or other similar civil, criminal or regulatory proceeding, in law or in equity.

“Adverse Recommendation Change” has the meaning ascribed thereto in Section 5.1(1)(c).

“Affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions.

“Agreement” means this Arrangement Agreement, including the Schedules hereto and the Company Disclosure Letter, as the same may be amended, supplemented or otherwise modified in accordance with the terms hereof.

“AI Systems” means any machine-learning model, large language model, automated decision-making system, algorithmic tool, or similar software that uses statistical, computational, or artificial intelligence techniques to generate outputs, make decisions, predictions, recommendations, or classifications based on inputs, including any such systems embedded within or integrated into any third-party Software-as-a-Service tools used in connection with the Company Systems.

“Alternative Transaction Agreement” has the meaning ascribed thereto in Section 5.1(1)(e).

“Arrangement” means the arrangement pursuant to the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the ‎conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement, the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Resolution” means the special resolution approving the Arrangement to be considered, and, if thought advisable, passed by the Company Shareholders at the Meeting to be substantially in the form and content set out in Schedule B hereto.

“Bankruptcy and Equity Exception” has the meaning ascribed thereto in Section 3.1(6)(a).

“BCBCA” means the Business Corporations Act (British Columbia).

“Board” means the board of directors of the Company, as constituted from time to time.

“Board Recommendation” has the meaning ascribed thereto in Section 2.4(2).

“Breaching Party” has the meaning ascribed thereto in Section 4.13(3).

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major commercial banking institutions in Vancouver, British Columbia, or New York, New York are closed for business.

“Cannabis” means (i) all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies, including wet and dry material, trichomes, oil and extracts from cannabis (including cannabinoid or terpene extracts from any cannabis plant), and (ii) biologically or synthetically synthesized analogs of cannabinoids extracted, using micro-organisms, from any cannabis plant.

“Cannabis Establishment” means the licensed location at which a Cannabis License issued by an applicable State Cannabis Authority or any other applicable Governmental Entity is permitted to be used.

“Cannabis Laws” means all Laws applicable to the cultivation, ownership, testing, research, development, manufacture, packaging, processing, use, possession, distribution, storage, import, export, sale or disposal of any Cannabis product manufactured, distributed or sold by the Company and its Subsidiaries or the Purchaser and its Subsidiaries, as applicable, other than U.S. Federal Laws.

“Cannabis Licenses” means any license or Permit issued in the United States by a Governmental Entity that authorizes the cultivation, distribution, manufacturing, transportation, and sale of Cannabis products, including without limitation, any license issued by the applicable State Cannabis Authority which is required to operate a Cannabis Establishment.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“Closing” has the meaning ascribed thereto in Section 2.8(2).

“Closing Certificate” means a certificate in the form attached hereto as Appendix “A” to the Plan of Arrangement.

“Closing Date” has the meaning ascribed thereto in Section 2.8(2).

“COBRA” means the United States Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and as codified in Section 4980B of the Code and Section 601 et seq. of ERISA.

‎“Code” means the United States Internal Revenue Code of 1986, as amended.‎

‎“Company” means C21 Investments Inc., a corporation existing under the BCBCA.

“Company Assets” means all of the assets, properties (real or personal (tangible and intangible)), permits, rights, licenses or other privileges (whether contractual or otherwise) of the Company and its Subsidiaries.

“Company Circular” means the notice of meeting and accompanying management information circular (including all schedules, appendices and exhibits thereto) to be sent to the Company Shareholders in connection with the Meeting, including any amendments or supplements thereto.

“Company Common Shares” means the issued and outstanding common shares of the Company.

“Company Debentures” means the 12.0% convertible debentures issued pursuant to the Debenture Indenture.

“Company Disclosure Letter” has the meaning ascribed thereto in Section 3.1(1).

“Company DSUs” means the outstanding deferred share units issued pursuant to the Company Equity Incentive Plan.

“Company Employees” means the officers and employees of the Company and its Subsidiaries. ‎

“Company Equity Incentive Plan” means the equity incentive plan of the Company adopted by the Board on March 17, 2026, which replaced the Company RSU Plan and the Company Stock Option Plan.

“Company Financial Statements” means the audited consolidated financial statements of the Company as at and for the financial years ended March 31, 2026 and 2025 (including the notes thereto, the auditor’s report thereon and the related management’s discussion and analysis)‎.

“Company Incentive Plans” means, collectively, the Company Equity Incentive Plan, the Company Stock Option Plan and the Company RSU Plan.

“Company Intellectual Property Rights” means all Company Registered Intellectual Property Rights and all other Intellectual Property Rights owned or purported to be owned by, the Company or its Subsidiaries.

“Company Material Contract” has the meaning ascribed thereto in Section 3.1(24)(a).

“Company Options” means the outstanding options to purchase Company Common Shares, issued pursuant to the Company Equity Incentive Plan and the Company Stock Option Plan.

“Company Optionholder” means a holder of one or more Company Options.

“Company Plans” means all employee benefit plans within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), bonus, incentive, severance, pension, retirement, savings, stock purchase, profit sharing, stock option, stock appreciation, phantom stock, termination, change of control, deferred compensation, life insurance, medical, health, welfare, hospital, dental, vision care, drug, sick leave, disability, supplemental income, vacation, fringe benefits, employment agreements, compensation, and similar plans, programmes, arrangements or practices relating to any current or former director, officer, consultant or employee of the Company or any subsidiary of the Company, other than benefit plans established pursuant to statute, in each case in which the Company or any ERISA Affiliate, sponsors, contributes to, or provides benefits under or through such plan, or has any obligation to contribute to or provide benefits under or through such plan.

“Company Public Disclosure Record” means all documents and instruments required to be filed or furnished by it under Securities Laws (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations) filed by or on behalf of the Company on the System for Electronic Document Analysis Retrieval (SEDAR+) and/or with the SEC on the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) since January 1, 2024 and prior to the date hereof that are publicly available on the date hereof.

“Company Registered Intellectual Property Rights” means Intellectual Property Rights that are subject to any current issuance, registration or application by or with any Governmental Entity, including the United States Patent and Trademark Office, the United States Copyright Office, or any equivalent foreign patent, trademark, or copyright offices, or an authorized private registrar, in any country or jurisdiction, in each case that are owned or purported to be owned by or filed or applied for by or on behalf of any of the Company or its Subsidiaries.

“Company RSU Plan” means the Restricted Share Unit Plan of the Company adopted by the Board on July 17, 2018.

“Company RSUs” means the outstanding restricted share units issued pursuant to the Company Equity Incentive Plan.

“Company Securityholders” means, collectively, the Company Shareholders, the Company Optionholders, the holders of the Company RSUs, the holders of the Company DSUs, the holders of the Company Warrants and the holders of the Company Debentures.

“Company Shareholders” means the registered and/or beneficial holders of the Company Shares, as the context requires.

“Company Shares” means the Company Common Shares and Company Subordinate Voting Shares.

“Company Stock Option Plan” means the Stock Option Plan of the Company adopted by the Board on February 23, 2018, as amended on July 9, 2021, as last approved by the Company Shareholders on April 26, 2024.

“Company Subordinate Voting Shares” means the issued and outstanding subordinate voting shares of the Company.

“Company Support Agreements” means the voting and support agreements dated as of the date hereof between the Purchaser and the Supporting Company Shareholders and other voting and support agreements that may be entered into after the date hereof by the Purchaser and other Company Shareholders, which agreements provide that such shareholders shall, among other things vote all Company Shares of which they are the registered or beneficial holder or over which they have control or direction, in favour of the Arrangement and not dispose of their Company Shares.

“Company Systems” means all information technology and computer systems (including computer software, information technology and telecommunication hardware and other equipment) relating to the generation, transmission, storage, maintenance or processing of data and information, whether or not in electronic form, used in the conduct of the business of the Company or any of its Subsidiaries.

“Company Warrants” means the 4,000,000 currently issued and outstanding warrants to purchase Company Shares, each exercisable at $0.55 per share and expiring on November 6, 2026.

“Confidentiality Agreement” means the confidentiality and non-disclosure agreement dated January 29, 2026 between the Company and Vireo Health, Inc.

“Consideration” means the consideration to be received by Company Shareholders (other than Dissenting Shareholders) pursuant to the Plan of Arrangement in consideration for their Company Common Shares (after conversion of all Company Subordinate Voting Shares into Company Common Shares pursuant to the Arrangement), consisting of such number of Consideration Shares per Company Common Share equal to the Exchange Ratio.

“Consideration Shares” means the Purchaser Subordinate Voting Shares to be issued in exchange for Company Common Shares pursuant to the Plan of Arrangement (after conversion of all Company Subordinate Voting Shares into Company Common Shares pursuant to the Arrangement).

“Contingent Worker” means any natural person independent contractor, consultant, leased employee, or any other servant or agent classified as other than an employee and compensated other than through reportable wages paid by the Company or the Purchaser, as applicable, and reported on a Form W-2.

“Continuing Employee” has the meaning ascribed thereto in Section 4.4(2).

“Contract” means, whether written or oral, any agreement, arrangement, commitment, engagement, contract, purchase order, sales order, franchise, license, lease, obligation, note, bond, mortgage, indenture, undertaking, instrument, understanding, joint venture or other obligation.

“control” a Person (first Person) is considered to control another Person (second Person) if (a) the first Person beneficially owns or directly or indirectly exercises control or direction over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first Person holds the voting securities only to secure an obligation, (b) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership, or (c) the second Person is a limited partnership and the general partner of the limited partnership is the first Person.

“Court” means the Supreme Court of British Columbia or any other court with jurisdiction to consider and issue the Interim Order and the Final Order.

“CSE” means the Canadian Securities Exchange.

“Data Room” means the Company’s electronic data room, as the same is constituted as of 5:00 p.m. the date that is two (2) Business Days prior to the date hereof.

“Debenture Indenture” means the trust indenture dated May 6, 2024 between the Company and Alliance Trust Company governing the Company Debentures.

“Depositary” means Odyssey Trust Company or any other trust company, bank or other financial institution agreed to in writing by the Company and the Purchaser for the purpose of, among other things, exchanging Company Shares for the Consideration Shares in connection with the Arrangement.

“Dissent Rights” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement.

“Dissenting Shareholder” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement.

“Effective Date” means the date specified as the “Effective Date” on the Closing Certificate upon which the Arrangement becomes effective.

“Effective Time” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement.

“Environmental Claim” means any Action, governmental order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Substance; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“Environmental Law” means any applicable Law relating to: (i) the protection, investigation or restoration of the environment or public health and safety matters and relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species or the environment (including without limitation, ambient air, soil, surface water or groundwater, or subsurface strata); or (ii) the handling, use, presence, disposal, Release or threatened Release of any Hazardous Substance. The term “Environmental Law” includes the following (including their implementing regulations and any state and local analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“Environmental Permit” means any Permit, letter, license, registration, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person controlling, controlled by or under common control with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.

“Exchange Ratio” means 0.023052 of a Purchaser Subordinate Voting Share for each Company Common Share, subject to adjustment in the manner and in the circumstances contemplated in Section 2.14.

“Expense Reimbursement Fee” means $1,000,000.

“Fairness Opinion” means the opinion of the Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

“Final Order” means the final order of the Court approving the Arrangement under Section 291 of the ‎BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, ‎after a hearing upon the procedural and substantive fairness of the terms and conditions ‎of the Arrangement, as such order may be amended by the Court (with the consent of ‎both the Company and the Purchaser, each acting reasonably) at any time prior to the ‎Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as ‎affirmed or as amended (provided that any such amendment is acceptable to both the ‎Company and the Purchaser, each acting reasonably) on appeal.‎

“Financial Advisor” means Needham & Company, LLC, the financial advisor to the Company.

“Governmental Entity” means: (i) any international, multinational, national, federal, provincial, territorial, state, commonwealth, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, ministry, governor in council, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange.

“Hazardous Substance” means any: (a) material, substance, chemical, product, derivative, compound, mixture, element, waste or other substance, whether natural or artificial, and whether consisting of gas, liquid, solid or vapour, that is prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive, toxic, a pollutant or a contaminant under or pursuant to any Environmental Laws; provided, however, that such term does not include Cannabis; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, mold, and polychlorinated biphenyls and per- and poly fluoroalkyl substances.

“Indebtedness” shall mean (i) any indebtedness or other obligation for borrowed money, whether current, short term or long term and whether secured or unsecured, (ii) any indebtedness evidenced by a note, bond, debenture or other Security or similar instrument, (iii) any liabilities or obligations with respect to interest rate swaps, collars, caps and similar hedging obligations, (iv) any capitalized lease obligations, (v) any direct or contingent obligations under letters of credit, bankers’ acceptances, bank guarantees, surety bonds and similar instruments, each to the extent drawn upon and paid, (vi) any obligation to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business) and (vii) guarantees in respect of clauses (i) through (vi), including guarantees of another Person’s Indebtedness or any obligation of another Person which is secured by assets of the Company or any of its Subsidiaries.

“Indemnified Party” has the meaning ascribed thereto in Section 4.11(1).

“Intellectual Property Rights” means any and all intellectual property and industrial property, and all related rights, interests, and protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, all registrations, applications for registration, and renewals of such rights, and the goodwill connected with the use of and symbolized by any of the foregoing, including any and all: patents (including all reissues, divisionals, continuations, continuations-in-part and extensions thereof), provisional patent applications, trademarks, service marks, trade names, or similar indicia of source of origin, copyrights and works of authorship (whether or not copyrightable), Trade Secrets, proprietary and non-public business information, confidential information, know-how, methods, processes, techniques, designs, inventions, technology, technical data, schematics, recipes, formulae, formulations, customer lists, websites and domain names, uniform resource locators and other names and locators associated with the Internet, and rights in social networking names, pages and tags, and associated web addresses, URLs, websites and web pages, and all content and data thereon and relating thereto, and all other intellectual property rights including design rights (whether or not appropriate steps have been taken to protect such rights under applicable law), and with respect to the each of the foregoing, the right (whether at law, in equity, by contract or otherwise) to use, practice or otherwise exploit any of the foregoing, together with all royalties, fees, income, payments, and other proceeds now or hereafter due or payable to a Party or its Subsidiaries and any claims, causes of action or rights to sue for and remedies against past, present and future infringements of any of the foregoing, whether accruing before, on, or after the date hereof.

“Interim Order” means the interim order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably, at any time prior to the Final Order or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal.

“Inventory” means all inventories of stock-in-trade, point-of-sale materials and ‎merchandise including materials, supplies, work-in-progress, finished goods, and purchased finished goods owned by the Company and its Subsidiaries (including those in ‎possession of suppliers, customers and other third parties).‎

“Law” means any and all laws, statutes, codes, ordinances, decrees, rules, regulations, by-‎laws, notices, ‎judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, stipulations, ‎injunctions, ‎orders, decisions, rulings, determinations or awards, decrees or other requirements of ‎any ‎Governmental Entity having the force of law and any legal requirements arising under the ‎‎common law or principles of law or equity and the term “applicable” with respect to such Laws ‎‎and, in the context that refers to any Person, means such Laws as are applicable at the relevant ‎time ‎or times to such Person or its business, undertaking, property or securities and emanate from ‎a ‎Governmental Entity having jurisdiction over such Person or its business, undertaking, ‎property ‎or securities.

“Leased Real Property” means any and all premises which the Company or its Subsidiaries occupies as a tenant.

“Liabilities” means all liabilities (whether accrued, absolute, contingent or otherwise) of a Party and its Subsidiaries, including any liability or obligation that arises in connection with or a result of or is otherwise triggered by the transaction contemplated herein.

“License Transfers” means any transaction, series of related transactions or other event that constitutes (i) a transfer of a Cannabis License or (ii) a transfer of all or any portion of an ownership interest in, control over or other interest of any sort in or to, a Cannabis Establishment or any entity that holds a Cannabis License, in each case for which approval, a finding of suitability, registration, filing or notice to the applicable State Cannabis Authority (or other regulatory authority) is required under any applicable Cannabis Laws, as amended from time to time.

“Lien” means any mortgage, deed of trust, charge, pledge, hypothec, security interest, license, covenant, charge, easement, right of way, zoning restriction, lien (statutory or otherwise), or other third party encumbrance, in each case, whether contingent or absolute.

“Matching Period” means the five (5) Business Day period following the later of the date of the Purchaser’s receipt of the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal.

“Material Adverse Effect” means, in respect of a Party, any result, fact, change, effect, event, circumstance, occurrence, condition or development that, individually or taken together with all other results, facts, changes, effects, events, circumstances, occurrences, conditions or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), or financial condition of such Party and its Subsidiaries, individually or taken as a whole, provided, however, that any result, fact, change, effect, event, circumstance, occurrence, condition or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether a Material Adverse Effect has occurred:

provided, however, that the results, facts, changes, effects, events, circumstances, occurrences or developments in each of clauses (a) through (e) above shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent that any of the results, facts, changes, effects, events, circumstances, occurrences or developments referred to therein relate primarily to (or have the effect of relating primarily to) the a Party or any of its Subsidiaries or disproportionately affects a Party or any of its Subsidiaries, taken as a whole, in comparison to other persons who operate in the same geographies and with comparable businesses and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred.

“Material Customer” has the meaning ascribed thereto in Section 3.1(14)(a).

“Material Supplier” has the meaning ascribed thereto in Section 3.1(14)(b).

“Meeting” means the annual general and special meeting of the Company Shareholders, including any ‎adjournment or postponement ‎thereof, to be called and held in accordance with the Interim Order ‎for the purpose of ‎considering and, if thought advisable, approving the Arrangement Resolution.

“Misrepresentation” has the meaning ascribed thereto under the Securities Act (British Columbia) and under U.S. Securities Laws.

“MI 61-101” means Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions.

“Money Laundering Laws” means all applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity.

“NCIB” means the normal course issuer bid of the Company which commenced on December 9, 2025 pursuant to which the Company may purchase up to 5,898,596 Company Common Shares on the open market through the facilities of the CSE or alternative trading systems.

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators.

“OFAC” has the meaning ascribed thereto in Section 3.1(35)(c).

“Order” has the meaning ascribed thereto in Section 6.1(3).

“Ordinary Course” or any similar reference, means, with respect to an action taken by any Person, that such action is consistent in nature and scope with the past practices of such Person (including, with respect to amount and frequency) and is taken in the ordinary course of the normal day-to-day operations of the business of such Person and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of this Agreement.

“Organizational Documents” means: (i) with respect to any Person that is a corporation, its notice of articles or certificate of incorporation or memorandum and articles of association, as the case may be, and by-laws; (ii) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement; (iii) with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement; (iv) with respect to any Person that is a trust or other entity, its declaration or agreement of trust or other constituent document; and (v) with respect to any Person similar to but not set out in (i) through (iv) of this definition, its comparable organizational documents (including a declaration of trust, partnership agreement, articles of continuance, arrangement or amalgamation).

“OTCQX” means the OTCQX marketplace provided and operated by the OTC Markets Group.

“Outside Date” means May 31, 2027, or such later date as may be agreed to by the Parties in writing.

“Owned Real Property” means all real property owned by the Company or its Subsidiary or which the Company or its Subsidiary hold an ownership interest.

“Parties” means, collectively, the Company and the Purchaser and “Party” means any one of them.

“PCAOB” means the Public Company Accounting Oversight Board established pursuant to the Sarbanes-Oxley Act of 2002, as amended, and any successor thereto.

“PEO” has the meaning ascribed thereto in Section 3.1(19)(a)(vi).

‎“Permit” means any lease, license, permit, certificate, consent, order, grant, approval, ‎‎classification, registration or other authorization of or from any Governmental Entity.‎

“Permitted Liens” means, in respect of a Party or any of its Subsidiaries, any one or more of the following:

“Person” includes any individual, partnership, limited partnership, association, body corporate, corporation, company, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity.

“Personal Information” means any information relating to or reasonably capable of being associated with about an identified or identifiable individual or person, device or household, including but not limited to name, street address, date of birth, telephone number, email address, photograph, identification number issued by a Governmental Entity, credit card number, bank information, customer or account number, online identifier, device identifier, IP address, browsing history, search history, or other website, application, or online activity or usage data, location data, biometric data, medical or health information, neural or biological data, or any other information that is otherwise considered personal information, personal data, protected health information, or other personally identifiable information under applicable Privacy and Information Security Laws.

“Personal Property” has the meaning ascribed thereto in Section 3.1(25)(f).

“Plan of Arrangement” means the plan of arrangement, substantially in the form set out in Schedule A hereto, subject to any amendments or variations to such plan made in accordance with this Agreement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably.

“Privacy and Information Security Law” means (i) all Laws that govern processing of Personal Information, data privacy or information security in the United States and Canada, including but not limited to the Personal Information Protection and Electronic Documents Act (Canada), the Freedom of Information and Protection of Privacy Act (British Columbia), applicable provincial privacy Laws, and all other applicable U.S. state privacy and data protection Laws in each jurisdiction where the Company or any of its Subsidiaries operates and any comparable applicable Law of any jurisdiction; (ii) all Laws applicable to the information security of Company Systems; (iii) all applicable payment card industry data security standards (PCI-DSS) and any analogous data security standards required under applicable Laws or Contracts; and (iv) all Laws governing electronic communications, text messages, and telemarketing, including the Telephone Consumer Protection Act and the CAN-SPAM Act.

“Purchaser” means Vire Growth Inc., a corporation existing under the BCBCA.

“Purchaser 2018 Plan” means the 2018 Equity Incentive Plan of the Purchaser last adopted by the Purchaser in January 2018.

“Purchaser 2019 Plan” means the 2019 Equity Incentive Plan of the Purchaser last approved by the Purchaser Shareholders on June 21, 2024.

“Purchaser Convertible Note” means the $10,000,000 convertible note issued by the Purchaser to Chicago Atlantic Opportunity Finance, LLC, with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic Opportunity Finance, LLC loans advanced which is convertible into Purchaser Subordinate Voting Shares by dividing the outstanding principal amount plus all accrued but unpaid interest on the date of such conversion by a conversion price of $0.625.

“Purchaser Financial Statements” means (i) the audited financial statements of the Purchaser as at December 31, 2025 and 2024, including the notes thereto and the auditor’s report thereon‎, and (ii) the Purchaser Interim Financial Statements.

“Purchaser Interim Financial Statements” means the unaudited interim condensed consolidated financial statements of the Company for the three month period ended March 31, 2026 (including the notes thereto and related management’s discussion and analysis).

“Purchaser Multiple Voting Shares” means the multiple voting shares of the Purchaser (with each Purchaser Multiple Voting Share convertible into 100 Purchaser Subordinate Voting Shares).

“Purchaser Options” means all issued and outstanding options to acquire Purchaser Shares outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Purchaser 2018 Plan, the Purchaser 2019 Plan, and pursuant to employment agreements between individuals and the Purchaser.

“Purchaser Public Disclosure Record” means all documents and instruments required to be filed or furnished under Securities Laws (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations) by or on behalf of the Purchaser on the System for Electronic Document Analysis Retrieval (SEDAR+) and/or with the SEC on the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) since January 1, 2025 and prior to the date hereof that are publicly available on the date hereof.

“Purchaser RSUs” means all restricted share units issued and outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Purchaser 2018 Plan, the Purchaser 2019 Plan, and pursuant to employment agreements between individuals and the Purchaser.

“Purchaser Shareholder” means a holder of one or more Purchaser Subordinate Voting Shares or Purchaser Multiple Voting Shares.

“Purchaser Shares” means, collectively, the Purchaser Subordinate Voting Shares and the Purchaser Multiple Voting Shares.

“Purchaser Subordinate Voting Shares” means subordinate voting shares of the Purchaser.

“Purchaser Warrants” the 3,183,464 warrants of the Purchaser, each exercisable to acquire one Purchaser Subordinate Voting Share, with a weighted average exercise price of $22.34 per Purchaser Subordinate Voting Share.

“Real Property” means, collectively, the Owned Real Property and the Leased Real Property.

“Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, and with respect to such consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, it shall not have been withdrawn, terminated, lapsed, expired or is otherwise no longer effective, in each case in connection with the Transaction and includes the Required Regulatory Approvals.

“Regulatory Authority” means the Governmental Entity authorized under applicable ‎Laws to protect and promote public health through regulation and supervision of drugs, cosmetics and medical ‎products, including, without limitation, the U.S. Food and Drug Administration, Health Canada and similar regulatory agencies having jurisdiction over the Company, the Subsidiaries or their ‎activities.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Replacement Options” means the options to purchase Purchaser Subordinate Voting Shares issued in exchange for each of the outstanding Company Options at the Effective Time pursuant to the Plan of Arrangement.

“Representatives” with respect to any Party, means the officers, directors, employees, agents, accountants, legal counsel, financial advisors, consultants, financing sources and other advisors and representatives of such Party and such Party’s Affiliates.

“Required Regulatory Approvals” means those consents and approvals listed in Schedule C, including without limitation, any approval from any applicable State Cannabis Authority (or other regulatory authority) which is required to consummate the Transaction and effect a change in ownership or control of the Company’s Cannabis Licenses under applicable Cannabis Laws.

“SEC” means the United States Securities and Exchange Commission.

“Securities Authority” means the British Columbia Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada, the SEC, any applicable U.S. state securities regulatory authority, or any other jurisdiction with authority in respect of the Parties and/or their Subsidiaries.

“Securities Laws” means the Securities Act (British Columbia), and any other applicable Canadian provincial and territorial securities Laws, rules, notices, promulgations and regulations and published policies thereunder, and the U.S. Securities Laws.

“Security Incident” has the meaning ascribed thereto in Section 3.1(22)(c).

“Special Committee” means the special committee of the Board comprised of directors established by the Board in connection with the transactions contemplated by this Agreement.‎

“State Cannabis Authorities” means any Governmental Entity that regulates the Company’s or any of its Subsidiaries’ operation of any Cannabis License or Cannabis Establishment.

“Subsidiary” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions.

“Superior Proposal” means a bona fide Acquisition Proposal made in writing on or after the date of this Agreement by a Person or Persons acting jointly (other than the Purchaser and its Affiliates) to acquire not less than all of the outstanding Company Shares (other than Company Shares beneficially owned by such Person or Persons) or all or substantially all of the assets of the Company on a consolidated basis that:‎

“Superior Proposal Notice” has the meaning ascribed thereto in Section 5.3(1)(c).

“Supporting Company Shareholders” means, collectively, each of the directors and executive officers of the Company.

“surviving corporation” means any corporation or other entity continuing following the ‎amalgamation, merger, consolidation or winding up of the Company with or into one or more other ‎entities (pursuant to a statutory procedure or otherwise).

“Tax” (including, with correlative meaning, the term “Taxes”) means: (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, branch profits, franchise, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, consumption of resources, emissions, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment/unemployment insurance, health insurance and government pension plan premiums or contributions including any installments or prepayments in respect of any of the foregoing; (ii) all interest, penalties, fines, additions to tax imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); and (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or as a result of being a transferee or successor in interest to any party.

“Tax Act” means the Income Tax Act (Canada), as amended.

“Tax Returns” means all returns and reports (including elections, designations, declarations, notices, disclosures, schedules, estimates and information returns) filed with or supplied to, or required to be filed with or supplied to, a Governmental Entity in connection with any Tax, including all amendments, attachments or supplements thereto and whether in tangible or electronic form.

“Termination Fee” has the meaning ascribed thereto in Section 8.2(2).

“Termination Fee Event” has the meaning ascribed thereto in Section 8.2(2).

“Trade Secret” means (i) confidential know-how, methods, business and technical information, data, data compilations and collections, processes, plans, discoveries, improvements, technology, tools, techniques, or other confidential and proprietary information, and all rights therein, and (ii) all trade secrets within the meaning of applicable law.‎

“Transaction” means the transaction resulting from the completion of the Arrangement, including the acquisition of all of the Company Shares by the Purchaser, and completion of the other transactions contemplated by the Plan of Arrangement.

“Transaction Expenses” means, for either Party, all costs and expenses incurred by such Party and its Affiliates prior to the ‎Effective Time, or agreed to by such Party and its Affiliates prior to the Effective ‎Time, in connection with the Transaction‎ (other than in ‎connection with the consideration of any ‎alternative transactions in relation to the Company prior ‎to or after the execution of this ‎Agreement), including all legal, ‎tax, accounting, financial advisory, ‎investment banking, printing and other administrative or ‎professional fees, costs and expenses of ‎third parties incurred by such Party and its Affiliates, the negotiation and settlement of this Agreement, the ‎preparation and mailing of the ‎Company Circular, the convening of the Meeting, applications for ‎the Interim Order and the Final ‎Order, the solicitation of proxies in respect of the ‎Meeting, the structuring and ‎completion of the transactions contemplated by this Agreement, the ‎cost of directors’ and officers’ ‎liability insurance or run-off insurance required under Section 4.11 and ‎bank or lender origination or ‎loan fees (including any counsel fees associated therewith).

“Transaction Litigation” has the meaning ascribed thereto in Section 4.12.

“Treasury Regulations” means the treasury regulations under the Code.

“U.S. Federal Laws” means (i) the U.S. Controlled Substances Act (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. federal law the violation of which is predicated upon a violation of the U.S. Controlled Substances Act; (ii) any U.S. anti-money laundering legislation; and (iii) the U.S. Federal Food, Drug, and Cosmetic Act.

“U.S. GAAP” means United States generally accepted accounting principles.

“U.S. Securities Laws” means the 1933 Securities Act, the 1934 Exchange Act and all other state securities Laws, and the rules and regulations promulgated thereunder.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, or any similar state, local or foreign law, statute, regulation or ordinance.

“Warrant Indenture” means the warrant indenture dated May 6, 2024 between the Company and Alliance Trust Company, as trustee, governing the Company Warrants.

“Wilful Breach” means a material breach that is a consequence of any act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would reasonably be expected to, cause a breach of this Agreement.

Section 1.2       Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

Article 2
THE ARRANGEMENT

Section 2.1       Arrangement

The Company and the Purchaser agree that the Arrangement shall be implemented in ‎accordance with, and subject to the terms and conditions of, this Agreement and the Plan of ‎Arrangement. The Arrangement shall become effective in accordance with the Plan of ‎Arrangement at the times specified in the Plan of Arrangement. From and after the Effective ‎Time, the Company and the Purchaser shall each effect and carry out the steps, actions or ‎transactions to be carried out by them pursuant to the Plan of Arrangement‎ with the result that, among other things, the Purchaser shall become the holder of all outstanding Company Shares.

Section 2.2       Interim Order

Section 2.3       The Meeting

Section 2.4       The Company Circular

Section 2.5       Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order, the Company will, as soon as reasonably practicable (but in any event within three (3) Business Days) thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to the BCBCA.

Section 2.6       Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company will diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will accept the reasonable comments of the Purchaser and its legal counsel on such material. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions in support of the application for the Interim Order and the application for the Final Order; provided however, that the Purchaser advises the Company of the nature of any such submissions not less than one Business Day prior to the hearing, such submissions are consistent with this Agreement and the Plan of Arrangement and the Purchaser has given reasonable consideration to any comments from the Company and its legal counsel with respect thereto. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, no Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with the other Party’s prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however, that nothing herein will require the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. If at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it will provide immediate written notice to the Purchaser and will do so only after providing such written notice.

Section 2.7       Treatment of Convertible Securities

The Parties acknowledge and agree that: (a) the Company shall, at least 30 days prior to the Effective Date, in accordance with the terms of the Debenture Indenture, provide notice of the Arrangement to Alliance Trust Company and all holders of Company Debentures; (b) the Company shall, at least 14 days prior to the Effective Date, in accordance with the terms of the Warrant Indenture, provide notice of the Arrangement to the trustee under the Warrant Indenture and all holders of Company Warrants; (c) each Company RSU and Company DSU shall vest and accelerate in full and be settled in Company Shares as of immediately prior to the Effective Time; and (d) the Company Options shall be treated in accordance with the provisions of the Plan of Arrangement.

Section 2.8       Plan of Arrangement and Effective Date

Section 2.9       Payment of Consideration

The Purchaser shall, following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) and in any case prior to the Effective Time, will deliver to its transfer agent (with a copy to the Depositary) a treasury direction, irrevocably instructing the Purchaser’s transfer agent to deposit in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, acting reasonably) sufficient Consideration Shares to satisfy the aggregate Consideration payable pursuant to the Plan of Arrangement to Company Shareholders (other than with respect to the Purchaser and Company Shareholders exercising Dissent Rights).

Section 2.10       Dissenting Shareholders

Registered Company Shareholders may exercise Dissent Rights with respect to their Company Shares ‎in ‎connection with the Arrangement pursuant to and in the manner set forth in the Plan of ‎‎Arrangement. The Company will give the Purchaser prompt notice of ‎(i)‎ any written notice of ‎any ‎Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by ‎the ‎Company in relation to the Meeting and Arrangement Resolution and any ‎withdrawal of ‎Dissent Rights received by the Company (except for immaterial communications from any Company Shareholder that purports to hold less than 0.1% of Company Shares (provided that communications from such Company Shareholder are not material in the aggregate)) and, subject to applicable Laws, any ‎written ‎communications sent by or on behalf of the Company to any Company Shareholder exercising or ‎purporting ‎to exercise Dissent Rights in relation to the Arrangement Resolution and ‎(ii)‎ any claim ‎or other ‎Action commenced (or, to the Company’s Knowledge, threatened) by any ‎present, former ‎or purported holder of any securities of the Company in connection with the ‎transactions ‎contemplated hereby. Other than as required by applicable Law, the Company shall ‎not make any ‎payment or settlement offer, or agree to any settlement, prior to the Effective Time ‎with respect to ‎any such dissent, notice or instrument or claim or other Action unless the ‎Purchaser, acting ‎reasonably, shall have given its written consent to such payment, settlement ‎offer or agreement, as ‎applicable.‎

Section 2.11       Tax Election

The Company will file an election with Canada Revenue Agency to cease to be a public corporation for the purposes of the Tax Act as soon as practicable following satisfaction of the prescribed conditions for making such an election.

Section 2.12       Intended Tax Treatment

The Purchaser and the Company acknowledge and agree that it is intended that, for U.S. federal income Tax purposes, (a) the Arrangement shall qualify as a Tax-deferred “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and (b) this Agreement, together with the Plan of Arrangement, shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) (the “Intended Tax Treatment”). The Purchaser and the Company shall not take any reporting position inconsistent with the Intended Tax Treatment on any Tax Return, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each Party agrees (i) to act in good faith, consistent with the intent of the Parties and the Intended Tax Treatment of the Arrangement as set forth herein, (ii) to use reasonable best efforts to cause the Arrangement to ‎constitute a reorganization under Section 368(a) of the Code, and (iii) to use reasonable best efforts to not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a Tax-deferred reorganization within the meaning of Section 368(a) of the Code.

Section 2.13       U.S. Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that all Consideration Shares and the Replacement Options will be issued and exchanged in reliance on the exemption from the registration requirements of the 1933 Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the 1933 Securities Act and to facilitate the Purchaser’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:

(a)            pursuant to Section 2.2(2), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the 1933 Securities Act with respect to the issuance and exchange of all Consideration Shares and Replacement Options pursuant to the Arrangement based on the Court’s approval of the Arrangement;

(b)            the Court will be required to satisfy itself as to the substantive and procedural fairness of the Arrangement to the holders of Company Shares and Company Options;

(c)            the Company will ensure that each Company Shareholder and holder of Company Options entitled to receive Consideration Shares and Replacement Options, as applicable, pursuant to the Arrangement will be given adequate and appropriate notice advising them of their right to attend the hearing of the Court to give approval to the Arrangement in the Final Order and providing them with sufficient information necessary for them to exercise that right;

(d)            all Persons entitled to receive Consideration Shares pursuant to the Arrangement will be advised that such Consideration Shares issued and exchanged pursuant to the Arrangement have not been registered under the 1933 Securities Act and will be issued and exchanged in reliance on the exemption provided by Section 3(a)(10) of the 1933 Securities Act and shall be without trading restrictions under the 1933 Securities Act (other than those that would apply under the 1933 Securities Act to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the 1933 Securities Act) of the Purchaser);

(e)            the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will state substantially to the effect that the Arrangement is approved by the Court as procedurally and substantively fair and reasonable to all Persons entitled to receive Consideration Shares and Replacement Options, as applicable, pursuant to the Arrangement;

(f)            the Interim Order approving the Meeting will specify that each Person entitled to receive Consideration Shares and Replacement Options pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time;

(g)            holders of Company Options entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued and exchanged pursuant to the Arrangement have not been registered under the 1933 Securities Act and will be issued and exchanged by the Purchaser in reliance on the exemption provided under Section 3(a)(10) of the 1933 Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options; therefore, the Purchaser Subordinate Voting Shares issuable upon exercise of the Replacement Options cannot be issued in reliance on the exemption under Section 3(a)(10) of the 1933 Securities Act and the Replacement Options may only be exercised and the underlying Purchaser Subordinate Voting Shares issued pursuant to a then-available exemption or exclusion from the registration requirements of the 1933 Securities Act and applicable state securities laws or pursuant to registration under the 1933 Securities Act;

(h)            the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement and issuing the Final Order; and

(i)            the Company shall request that the Final Order shall include a statement to substantially the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and exchange of securities of the Purchaser pursuant to the Plan of Arrangement.”

Section 2.14       Adjustment to Consideration

Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have changed into a different number of shares or a different class by reason of any split, combination, consolidation, reclassification, dividend or the like, then the Exchange Ratio specified in the Plan of Arrangement shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration Shares to be paid per Company Common Share, subject to further adjustment in accordance with this Section 2.14.

Section 2.15       Withholding Taxes

The Company, the Purchaser, the Depositary, and their respective agents, as applicable, will be entitled to deduct and withhold, or cause to be deducted and withheld, from any consideration payable or deliverable to any Person in connection with this Agreement or the Plan of Arrangement (including, without limitation, any payment to Dissenting Shareholders, if applicable) such amounts as the Company, the Purchaser, the Depositary, or their respective agents, as applicable, is required to deduct and withhold with respect to such payment or delivery under any provision of any Laws in respect of Taxes. For the purposes hereof, and of the Plan of Arrangement, all such deducted and withheld amounts shall be treated as having been paid to the Person in respect of which such deduction and withholding was made on account of the obligation to make payment to such Person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of the Company, the Purchaser or the Depositary, as applicable. Each of the Company, the Purchaser or the Depositary, as applicable, may sell or otherwise dispose of such portion of Purchaser Subordinate Voting Shares payable as Consideration Shares as is necessary to provide sufficient funds to the Company, the Purchaser or the Depositary, as applicable, to enable it to implement such deduction or withholding, and the Company, the Purchaser or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale. In addition to the foregoing, with the consent of Purchaser, acting reasonably, the Company, the Purchaser or the Depositary may enter into such other arrangements with any Company Shareholder and any other person under the Plan of Arrangement as will enable the Purchaser, Company or the Depositary, as the case may be, to satisfy any deduction, withholding and remittance obligations of the Purchaser, Company or the Depositary, as the case may be, arising under the Plan of Arrangement or this Agreement.

Article 3
REPRESENTATIONs AND WARRANTIES

Section 3.1       Representations and Warranties of the Company

(each such Contract described in the foregoing clauses (i) through (xxviii), is referred to herein as a “Company Material Contract”).

except in each case as would not be material to the Company or its Subsidiaries (taken as a whole). Neither the Company nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

Section 3.2         Representations and Warranties of the Purchaser

except, in the case of the foregoing, for any such breach, violation, termination, default, creation, acceleration or change that would not have a Material Adverse Effect on the Purchaser or its Subsidiaries, or would not, individually or in the aggregate, reasonably be expected to prevent or significantly ‎impede or materially delay the completion of the Arrangement or the Transaction‎.

Article 4
COVENANTS

Section 4.1        Conduct of Business of the Company

The Company covenants and agrees that, until the earlier of the Effective Time and the ‎time that this Agreement is terminated in accordance with its terms, unless the Purchaser ‎otherwise consents in writing(to the extent that such consent is permitted by applicable Law), ‎or as is otherwise ‎expressly permitted or specifically ‎contemplated by this Agreement or the Plan of Arrangement or as is otherwise required by ‎applicable Law:‎

The Parties acknowledge and agree that (i) nothing contained herein shall give the Purchaser the right to control, directly or indirectly, the operations or the business of the Company or any of its Subsidiaries at any time prior to the Effective Time, (ii) prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries business and operations, and (iii) notwithstanding anything to the contrary set forth herein, no consent of the Purchaser will be required with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any applicable Law.

Section 4.2        Regulatory Approvals

Section 4.3         Covenants of the Company Regarding the Arrangement

Section 4.4         Covenants of the Purchaser Regarding the Arrangement

Section 4.5         Company Covenant Regarding Company Debentures

Section 4.6         Company Covenant Regarding Company Warrants

Section 4.7         Purchaser Covenants Regarding Convertible Securities

If a Registration Statement on Form S-8 covering the Purchaser Shares issuable on exercise of Replacement Options is not effective in advance of the Effective Date, the Purchaser shall, as promptly as practicable following the Effective Date, cause there to be a registration statement on Form S-8 to be filed with the U.S. Securities and Exchange Commission which registers the issuance of the Purchaser Shares upon exercise of the Replacement Options.

Section 4.8         Access to Information; Confidentiality

Section 4.9         Deregistration and Stock Exchange Delisting

Prior to the Effective Time, the Company will cooperate with the Purchaser and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part to cause (i) the delisting by the Company of the Company Common Shares from the CSE and the OTCQX at or promptly after the Effective Time, (ii) the deregistration of the Company Common Shares under the 1934 Exchange Act at or promptly after the Effective Time, and (iii) the Company to cease to be a reporting issuer under applicable Securities Laws as promptly as practicable following the Effective Date.

Section 4.10         Public and Employee Communications

Section 4.11         Insurance and Indemnification

Section 4.12         Transaction Litigation

The Parties will use their respective commercially reasonable efforts to prevent the entry of (and, if entered, to have vacated, lifted, reversed or overturned) any Order that results from any shareholder litigation or Order issued by any Governmental Entity against a Party or any of its directors or officers relating to this Agreement or seeking to prevent or otherwise materially delay the consummation of the Transaction; provided however, that in the event that any shareholder litigation or Order issued by any Governmental Entity related to this Agreement or the Arrangement is brought, or, to the knowledge of a Party, threatened in writing, against such Party or any members of the board of directors of such Party after the date hereof and prior to the Effective Time (“Transaction Litigation”): (a) the Party will promptly notify the other Party of any such Transaction Litigation and will keep the other Party reasonably informed with respect to the status thereof; (b) the Party will give the other Party the opportunity to participate in the defense of any Transaction Litigation; and (c) the Party will not settle or agree to settle any Transaction Litigation without the other Party’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned.

Section 4.13         Notice and Cure Provisions

Article 5
ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1         Non-Solicitation

Section 5.2         Responding to an Acquisition Proposal

Section 5.3         Adverse Recommendation Change; Alternative Transaction Agreement

Section 5.4         Notification of Acquisition Proposals; Certain Disclosure; Subsidiaries and Representatives

Article 6
CONDITIONS

Section 6.1         Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied or waived by the Parties on or prior to the Effective Time:

Section 6.2         Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied or waived by the Purchaser on or prior to the Effective Time:

Section 6.3         Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied or waived by the Company on or prior to the Effective Time:

Section 6.4         Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Closing Certificate is executed by the Parties.

Article 7
TERM AND TERMINATION

Section 7.1         Term

Subject to Section 7.3, this Agreement will be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 7.2         Termination

This Agreement may be terminated prior to the Effective Time by:

The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(a)) will give notice of such termination to the other Parties, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

Section 7.3         Expenses and Expense Reimbursement

Section 7.4         Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement will become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.11 will survive for a period of six years thereafter; (b) in the event of termination under Section 7.2 or Section 7.3, this Section 7.4, Section 8.2 through to and including Section 8.17, and Section 2.4(6) will survive; and (c) neither the termination of this Agreement nor anything contained in this Section 7.4 will relieve any Party from any liability for fraud, criminal acts or Wilful Breach. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination or lapse of effectiveness hereof.

Article 8
GENERAL PROVISIONS

Section 8.1         Modifications or Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be modified or amended by mutual written agreement, executed and delivered by duly authorized officers of the respective Parties, without further notice to or authorization on the part of the Company Shareholders, and any such modification or amendment may, subject to the Interim Order, Final Order and Law, without limitation:

provided that such modification or amendment does not invalidate the approval of the Arrangement Resolution by the Company Shareholders.

Section 8.2         Termination Fees

For the avoidance of doubt, the Company shall not be required to pay the Termination Fee more than once.

For purposes of the foregoing Section 8.2(2)(c)(ii), the term “Acquisition Proposal” will have the meaning assigned to such term in Section 1.1, except that references to “20%” will be deemed to be references to “50%”; or

Any Termination Fee will be paid by the Company to the Purchaser, by wire transfer in immediately available funds to an account designated by the Purchaser.

Section 8.3         Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier, facsimile or electronic mail and addressed:

Vireo Growth Inc.
207 South 9^th St
Minneapolis, MN
55402
United States of America

with a copy (which will not constitute notice) to:

DLA Piper (Canada) LLP

Bay Adelaide Centre – West Tower

Suite 5100 – 333 Bay Street

Toronto, ON M5H 2R2

with a copy (which will not constitute notice) to:

Eversheds Sutherland (US) LLP

227 W. Monroe St., Suite 6000

Chicago, IL 60606

C21 Investments Inc.

19th Floor, 885 West Georgia Street

Vancouver, British Columbia V6C 3H4

with a copy (which will not constitute notice) to:

Koffman Kalef LLP

19th Floor, 885 West Georgia Street

Vancouver, British Columbia V6C 3H4

Any communication or notice hereunder may only be sent via email to the applicable address set forth in this Section 8.3, and will be deemed to have been properly delivered on the next Business Day after sending via email. Addresses for communication and notice may be updated from time to time in writing delivered to the other. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 8.4         Time of the Essence.

Time is of the essence in this Agreement.

Section 8.5         Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at Law or in equity. Under no circumstance will the Purchaser be permitted or entitled to receive both a grant of specific performance and any payment of the Termination Fee in connection with termination of this Agreement pursuant to a Termination Fee Event.

Section 8.6         Third Party Beneficiaries

Section 8.7         Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 8.8         Entire Agreement

This Agreement, together with the Confidentiality Agreement and the Company Disclosure Letter, constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties and discussions, whether oral or written, of the Parties. For greater certainty, the Parties have not relied on and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 8.9           Successors and Assigns

Section 8.10         Severability

The provisions of this Agreement will be deemed severable and the illegality, invalidity or unenforceability of any provision will not affect the legality, validity or enforceability of any other provision hereof. If any provision of this Agreement, or application thereof to any Person or any circumstance, is illegal, invalid or unenforceable: (a) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected by such illegality, invalidity or unenforceability, nor will such illegality, invalidity or unenforceability affect the legality, validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 8.11         Governing Law; Jurisdiction

This Agreement will be governed by, construed and interpreted and enforced in accordance with the laws of British Columbia and the federal laws of Canada applicable therein, without regard to the conflict of laws, rules or principles thereof (or any other jurisdiction to the extent such laws, rules or principles would direct a matter to another jurisdiction). Each of the Parties hereby irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in Vancouver, British Columbia in respect of all matters arising under and in relation to this Agreement and the Arrangement, and irrevocably waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 8.12         Rules of Construction

The Parties have participated jointly in negotiating and drafting this Agreement and the Parties to this Agreement waive the application of any Law or rule of construction, providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document and agree this Agreement will be construed as if drafted jointly.

Section 8.13         No Liability

This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the entities that are expressly identified as the Parties. No Representative of the Purchaser and its respective Affiliates will have any personal liability whatsoever to the Company or any third party beneficiary under this Agreement or any other document delivered in connection with the transactions contemplated herein hereby on behalf of the Purchaser, its Representatives, or agents. No Representative of the Company or any of its Subsidiaries will have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the transactions contemplated herein on behalf of the Company or any of its Subsidiaries or their Representatives.

Section 8.14         Federal Cannabis Laws

Section 8.15         Regulatory Compliance

This Agreement is subject to strict requirements for ongoing regulatory compliance by the Parties, including, without limitation, requirements that the Parties take no action in violation of any Cannabis Laws (together with all related rules and regulations thereunder, and any amendment or replacement act, rules, or regulations, including, without limitation, the rules and regulations adopted by the State Cannabis Authorities and/or any other state or local Governmental Entity with authority to regulate any Cannabis operation (or proposed operation), the “Act”) or the guidance or instruction of the State Cannabis Authorities and any other state or local Governmental Entity with authority to regulate any Cannabis operation (together with any successor or regulator with overlapping jurisdiction, the “Regulator”). In furtherance, not in limitation of the foregoing (but subject in all respects to Section 4.2), the Parties agree to cooperate with the Regulator to promptly respond to any informational requests, supplemental disclosure requirements, or other correspondence from the Regulator and, to the extent permitted by the Regulator, keep the other Party hereto promptly informed as to any such requests, requirements, or correspondence. In addition, the Parties acknowledge that this Section 8.15 is intended to operate together with any applicable statutory or regulatory amendments that occur between the date of this Agreement and the Closing with respect to any License Transfers, receiverships involving Cannabis Establishments or Cannabis Licenses and the release of security interests in any Cannabis Licenses.

Section 8.16         Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

Section 8.17         Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by any form of electronic communication) and all such counterparts taken together will be deemed to constitute one and the same instrument. The Parties will be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy will be legally effective to create a valid and binding agreement between the Parties.

* * * * * * *

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement on the date first written above.

Schedule A
PLAN OF ARRANGEMENT

[See attached.]

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF

THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
DEFINITIONS AND INTERPRETATION

In this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions;

“Arrangement” means the arrangement of the Company pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Purchaser and the Company, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated June 14, 2026 between the Company and the Purchaser to which this Plan of Arrangement is attached as Schedule A, together with the Schedules attached thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement Resolution” means the special resolution of Company Shareholders approving the Plan of Arrangement considered at the Company Meeting;

“BCBCA” means the Business Corporations Act (British Columbia), as amended, and the regulations promulgated thereunder, as amended;

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major commercial banking institutions in Vancouver, British Columbia, or New York, New York are closed for business;

“Closing Certificate” means a certificate in the form attached hereto as Appendix “A” which, when signed by an authorized representative of each of the Parties, will constitute acknowledgement by the Parties that this Plan of Arrangement has been implemented and is effective in accordance with its terms;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Company” means C21 Investments Inc., a company existing under the laws of the Province of British Columbia;

“Company Common Shares” means the issued and outstanding common shares of the Company;

“Company Debentures” means the 12.0% convertible debentures issued pursuant to the Debenture Indenture;

“Company Equity Incentive Plan” means the equity incentive plan of the Company adopted by the board of directors of the Company on March 17, 2026, which replaced the Company RSU Plan and the Company Stock Option Plan;

“Company Meeting” means the annual general and special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

“Company Optionholder” means a holder of one or more Company Options.

“Company Options” means the outstanding options to purchase Company Common Shares, issued pursuant to the Company Equity Incentive Plan and the Company Stock Option Plan;

“Company RSU Plan” means the Restricted Share Unit Plan of the Company adopted by the board of directors of the Company on July 17, 2018;

“Company Shareholder” means the registered and/or beneficial holders of the Company Shares, as the context requires;

“Company Shares” means the Company Common Shares and the Company Subordinate Voting Shares;

“Company Stock Option Plan” means the Stock Option Plan of the Company adopted by the board of directors of the Company on February 23, 2018, as amended on July 9, 2021, as last approved by the Company Shareholders on April 26, 2024;

“Company Subordinate Voting Shares” means the issued and outstanding subordinate voting shares of the Company;

“Company Warrants” means the 4,000,000 currently issued and outstanding warrants to purchase Company Shares, each exercisable at $0.55 per share and expiring on November 6, 2026;

“Consideration” means the consideration to be received by Company Shareholders (other than Dissenting Shareholders) pursuant to this Plan of Arrangement in consideration for their Company Common Shares (after conversion of all Company Subordinate Voting Shares into Company Common Shares), consisting of such number of Consideration Shares per Company Common Share equal to the Exchange Ratio;

“Consideration Shares” means the Purchaser Subordinate Voting Shares to be issued in exchange for Company Common Shares (after conversion of all Company Subordinate Voting Shares into Company Common Shares pursuant to the Arrangement) pursuant to Section 3.1(c);

“Court” means the Supreme Court of British Columbia;

“CSE” means the Canadian Securities Exchange;

“Depositary” means Odyssey Trust Company, or any other trust company, bank or other financial institution agreed to in writing by the Company and the Purchaser for the purpose of, among other things, exchanging Company Shares for the Consideration Shares in connection with the Arrangement;

“Debenture Indenture” means the trust indenture dated May 6, 2024 between the Company and Alliance Trust Company governing the Company Debentures, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof;

“Dissent Rights” has the meaning specified in Section 7.1;

“Dissent Shares” means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

“Dissenting Shareholder” means a registered Company Shareholder who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder;

“Effective Date” means the date specified as the “Effective Date” on the Closing Certificate upon which the Arrangement becomes effective;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing in the Closing Certificate;

“Exchange Ratio” means 0.023052 of a Purchaser Subordinate Voting Share for each Company Common Share, subject to adjustment in the manner and in the circumstances contemplated in Section 2.14 of the Arrangement Agreement.

“Final Order” means the final order of the Court made pursuant to Section 291 of the BCBCA, after a hearing upon the fairness of the terms and conditions of the Arrangement, in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal;

“Former Company Shareholders” means, at and following the Effective Time, the holders of Company Shares immediately prior to the Effective Time;

“Governmental Authority” means any multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or regulatory body (including the CSE or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

“Intended Tax Treatment” has the meaning specified in Section 3.1(e);

“Interim Order” means the interim order of the Court made pursuant to Section 291 of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably;

“In-The-Money Amount” means, in respect of a Company Option or Replacement Option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to such option exceeds the aggregate exercise price under such option;

“Letter of Transmittal” means the letter of transmittal to be delivered by the Company Shareholders to the Depositary as described therein;

“Liens” means any mortgage, deed of trust, charge, pledge, hypothec, security interest, license, covenant, charge, easement, right of way, zoning restriction, lien (statutory or otherwise), or other third party encumbrance, in each case, whether contingent or absolute;

“Parties” means, collectively, the Company and the Purchaser and “Party” means any one of them;

“Plan” or “Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with the Arrangement Agreement and Article 8 hereof or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

“Purchaser” means Vireo Growth Inc., a company incorporated under the laws of the Province of British Columbia;

“Purchaser Subordinate Voting Shares” means the subordinate voting shares of the Purchaser;

“Released Parties” means the Purchaser, the Purchaser’s affiliates, the Company and its subsidiaries and each of their respective present and former directors, officers, employees, auditors, financial advisors and legal counsel;

“Replacement Options” means the options to purchase Purchaser Subordinate Voting Shares granted by the Purchaser in replacement of the Company Options outstanding immediately prior to the Effective Time, on the basis set forth in Section 3.1(d);

“Tax Act” means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder, as amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

“Warrant Indenture” means the warrant indenture governing the Company Warrants, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

The division of this Plan of Arrangement into articles, sections, subsections and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction, meaning or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles, sections, subsections and subparagraphs are to articles, sections, subsections and subparagraphs of this Plan of Arrangement, and use of the terms “herein”, “hereof” and “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion of this Plan of Arrangement.

Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, trusts, estates, trustees, executors, administrators, legal representatives, governments (including any Governmental Authority), regulatory authorities, syndicate or other entities, whether or not having legal status.

In the event that the date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

References in this Plan of Arrangement to any statute or sections thereof shall include such statute and all rules and regulations made or promulgated thereunder, as it or they may have been or may from time to time be amended, substituted or re-enacted, unless stated otherwise.

In this Plan of Arrangement, unless otherwise stated, all references to sums of money are expressed in lawful money of the United States.

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein.

Time shall be of the essence in every matter or action contemplated hereunder. All references to time are to local time, Vancouver, British Columbia. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the next Business Day if the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

Article 2
ARRANGEMENT AGREEMENT

This Plan of Arrangement is made pursuant to the provisions of the Arrangement Agreement and constitutes an arrangement as referred to in Division 5 of Part 9 of the BCBCA. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

At the Effective Time, this Plan of Arrangement and the Arrangement shall, without any further authorization, act or formality on the part of any person, become effective and be binding upon the Purchaser, the Company, the Depositary, all registered and beneficial holders of Company Shares, including Dissenting Shareholders, all registered and beneficial holders of Company Options, Company Warrants and Company Debentures outstanding immediately prior to the Effective Time, the registrar and transfer agent in respect of the Company Shares and all other persons.

Article 3
ARRANGEMENT

Commencing and effective as at the Effective Time, each of the events set out below shall occur and shall be deemed to occur sequentially in the following order without any further act or formality required on the part of any person, except as otherwise expressly provided herein:

The exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

The Purchaser and the Company acknowledge and agree that it is intended that, for U.S. federal income Tax purposes, (a) the Arrangement shall qualify as a Tax-deferred “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and (b) the Arrangement Agreement, together with the Plan of Arrangement, shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) (the “Intended Tax Treatment”). The Purchaser and the Company shall not take any reporting position inconsistent with the Intended Tax Treatment on any Tax Return, unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not correct. Each Party agrees to (i) act in good faith, consistent with the intent of the Parties and the Intended Tax Treatment of the Arrangement as set forth herein, (ii) to use reasonable best efforts to cause the Arrangement to constitute a reorganization within the meaning of Section 368(a) of the Code, and (iii) to use reasonable best efforts to not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a Tax-deferred reorganization within the meaning of Section 368(a) of the Code.

Article 4
COMPANY WARRANTS

Article 5
COMPANY DEBENTURES

Article 6
CERTIFICATES AND Payments

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Common Shares that were transferred to the Purchaser pursuant to Section 3.1(c) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, the Consideration Shares deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal less any amounts withheld pursuant to Section 6.6. When authorizing such delivery in exchange for any lost, stolen or destroyed certificate, the person to whom such Consideration Shares is to be delivered shall as a condition precedent to the delivery of such Consideration Shares, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Depositary, the Purchaser and the Company in a manner satisfactory to the Depositary, the Purchaser and the Company, each acting reasonably, against any claim that may be made against the Depositary, the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

In no event shall any Company Shareholder be entitled to a fractional Purchaser Subordinate Voting Share. Where the aggregate number of Consideration Shares to be issued to a Company Shareholder under this Plan of Arrangement would result in a fraction of a Purchaser Subordinate Voting Share being issuable, the number of Purchaser Subordinate Voting Shares to be received by such Company Shareholder shall be rounded down to the nearest whole Purchaser Subordinate Voting Share without any additional compensation.

Notwithstanding any restriction or any other matter in the Arrangement Agreement to the contrary, the Consideration issuable to a Company Shareholder pursuant to Section 3.1(c) shall be adjusted in accordance with the terms of Section 2.14 of the Arrangement Agreement.

All dividends and distributions made after the Effective Time with respect to any Purchaser Subordinate Voting Shares allotted and issued pursuant to this Arrangement but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary in trust for the holder of such Purchaser Subordinate Voting Shares. All monies received by the Depositary shall be invested by it in interest-bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. Subject to this Section 6.5, the Depositary shall pay and deliver to any such holder, as soon as reasonably practicable after application therefor is made by such holder to the Depositary in such form as the Depositary may reasonably require, such dividends and distributions and any interest thereon to which such holder is entitled pursuant to the Arrangement, net of any applicable withholding and other taxes.

If any Former Company Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 6.1 or Section 6.2 in order for such Former Company Shareholder to receive the Consideration Shares which such former holder is entitled to receive pursuant to Section 3.1, on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date: (a) any Consideration Shares to which such former holder would otherwise have been entitled to receive, together with any distributions or dividends such holder would otherwise have been entitled to receive pursuant to Section 6.5, shall be deemed to have been surrendered for no consideration to the Purchaser, and (b) any certificate or DRS advice representing Company Shares formerly held by such Former Company Shareholder will cease to represent a claim or interest of any nature whatsoever. None of the Company, the Purchaser or any of their respective successors, will be liable to any person in respect of any Consideration Shares (including any consideration previously held by the Depositary in trust for any such Former Company Shareholder) which is forfeited to the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all rights related to any Company Shares, Company Options, Company Warrants and Company Debentures issued or outstanding prior to the Effective Time; (b) the rights and obligations of the holders of Company Shares (other than the Purchaser or any of its affiliates), Company Options, Company Warrants and Company Debentures, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares, Company Options, Company Warrants or Company Debentures shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 7
DISSENTING SHAREHOLDERS

Article 8
AMENDMENTS

Article 9
Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Article 10
U.S. SECURITIES LAW EXEMPTION

Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all Consideration Shares and Replacement Options issued and exchanged under the Arrangement will be issued by the Purchaser in exchange for Company Shares and Company Options (including, for greater certainty, any Company Common Shares issued pursuant to Section 3.1(b)) outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, whether in the United States, Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act, as provided by Section 3(a)(10) thereof and applicable U.S. state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

Appendix “A” to the Plan of Arrangement

CLOSING CERTIFICATE

Defined terms used but not defined in this certificate shall have the meaning ascribed thereto in the Arrangement Agreement.

Each of the undersigned hereby confirms that the undersigned is satisfied that the conditions precedent to its respective obligations to complete the Arrangement Agreement have been satisfied and that the Arrangement is effective as of 12:01 a.m. (Vancouver time) on _____________, 2026 (the “Effective Date”).

Schedule B
ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Schedule C
REQUIRED REGULATORY APPROVALS

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