S-4 S-4 EX-FILING FEES 0001771706 Vireo Growth Inc. N/A N/A 0001771706 2026-10-08 2026-10-08 0001771706 1 2026-10-08 2026-10-08 0001771706 2 2026-10-08 2026-10-08 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

Vireo Growth Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Subordinate Voting Shares Other 5,621,776 $ 41,294,621.80 0.000087 $ 3,592.63
Fees to be Paid 2 Equity Warrants to Purchase Subordinate Voting Shares Other 18,750,000 $ 0.00 0.000087 $ 0.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 41,294,621.80

$ 3,592.63

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 3,592.63

Offering Note

1

Rule 457(f) Fee Calculation Details

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued resulting from stock splits, stock dividends, anti-dilution provisions, or similar transactions. Relates to Vireo Growth Inc., a British Columbia corporation ("Vireo Growth"), subordinate voting shares (the "Vireo Growth subordinate voting shares") and warrants to purchase Vireo Growth subordinate voting shares, in each case issuable in connection with the proposed merger (the "Merger") of Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Vireo Growth, with and into Planet 13 Holdings Inc., a Nevada corporation ("Planet 13"), consisting of Vireo Growth subordinate voting shares issuable (a) in exchange for shares of Planet 13 common stock, no par value (the "Planet 13 common stock") and (b) upon exercise of the warrants registered hereunder. The warrants registered hereunder represent warrants of Vireo Growth into which the 18,7500,000 outstanding warrants of Planet 13, issued on March 7, 2024, and exercisable at US$0.77 per share of Planet 13 common stock, will be converted in the Merger. The amount of the Vireo Growth subordinate voting shares to be registered represents the estimated maximum number of shares of Vireo Growth subordinate voting shares expected to be issued in connection with the Merger. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act, based on the market value of the shares of Planet 13 common stock to be cancelled in the Merger, calculated as the product of (i) 365,439,131, the estimated maximum number of shares of Planet 13 common stock that may be cancelled in the Merger, which includes (a) 335,319,455 shares of Planet 13 common stock outstanding as of October 5, 2026 and (b) 11,369,670 shares of Planet 13 common stock issuable upon settlement of Planet 13 restricted stock units outstanding as of June 30, 2026, and (c) shares of common stock underlying the 18,750,000 Planet 13 warrants, and (ii) $0.1130, the average of the high and low prices of Planet 13 common stock as reported on the OTCQX on October 6, 2026, a date within five business days prior to the date of filing of this registration statement.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
365,439,131 $ 0.113 $ 41,294,621.80 $ 41,294,621.80

2

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued resulting from stock splits, stock dividends, anti-dilution provisions, or similar transactions. No separate registration fee is required for the Vireo Growth warrants registered hereunder because such securities are being registered in connection with 288,443 Vireo Growth subordinate voting shares issuable upon the exercise of such warrants, and the registration fee for such underlying Vireo Growth subordinate voting shares has been included in the calculation above.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date