On July 26, 2026 the Company entered into a definitive merger agreement (the "Merger Agreement") with Vireo Growth Inc., a British Columbia corporation ("Vireo" or "Parent"), and Supernova Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Vireo (“Merger Sub”), pursuant to which Vireo will, as a result of the merger contemplated thereby, acquire all of the issued and outstanding equity interests of the Company. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger” and, together, with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving as a direct wholly owned subsidiary of Vireo.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of the Company (“Company Common Stock”) that is issued and outstanding as of immediately prior to the Effective Time (other than Canceled Shares and Dissenting Shares, as defined in the Merger Agreement) will be automatically cancelled, extinguished and converted into the right to receive 0.015383618 (the “Exchange Ratio”) of a subordinate voting share of Parent (the “Parent Shares” and such amount, the “Merger Consideration”).

The Transactions are subject to customary closing conditions, including obtaining Planet 13 stockholder approval which includes the affirmative vote of a simple majority of the votes cast by Planet 13 stockholders, excluding for this purpose the votes of shares of Planet 13 common stock held or controlled by persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, the effectiveness of a registration statement on Form S-4 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "SEC"), approval of the listing of the Vireo shares issuable in the Transaction by the Canadian Securities Exchange and applicable cannabis regulatory approvals.

On August 3, 2026 the Company completed the transfer and sale of the California licenses associated with the previously sold Coalinga cultivation facility and received the remaining proceeds of $300,000, less $6,897.87 in miscellaneous expenses.  These funds had been held in escrow pending regulatory approval of the license transfer.