Vireo Growth Inc. announced today that it has entered into a definitive agreement to acquire C21 Investments Inc., a vertically integrated cannabis company with operations in Nevada.

Under the agreement, Vireo will acquire all issued and outstanding common shares of C21, following the conversion of all subordinate voting shares, in an all-share transaction. C21 shareholders will receive 0.023052 of a Vireo subordinate voting share for each C21 share they hold.

The deal is expected to significantly expand Vireo’s presence in Nevada, adding three dispensaries and approximately 104,000 square feet of cultivation and production capacity. Once completed, Vireo says its Nevada footprint will grow to around 15 dispensaries and 158,000 square feet of cultivation and manufacturing capacity.

C21 owns Silver State Relief LLC and Silver State Cultivation LLC, including dispensary and cultivation operations in Nevada. The company also owns legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms, which produce and distribute products including cannabis flower, pre-rolls, oils, vape cartridges and edibles.

“This acquisition further expands our presence in Nevada, an important market for us, and strengthens our ability to serve customers across the state,” said Vireo Chief Executive Officer John Mazarakis. He said C21 adds a leading northern Nevada operation to Vireo’s existing platform, including three high-volume dispensaries under the Silver State Relief brand.

C21 Chairman Bruce Macdonald said the company’s board determined the transaction represents “a highly attractive opportunity” for shareholders following a review of strategic options.

The transaction was unanimously approved by C21’s board, with interested directors abstaining, following the recommendation of a special committee. Vireo’s board also unanimously approved the deal.

The acquisition still requires approval from C21 shareholders, along with court approval, regulatory approvals and other customary closing conditions. A shareholder meeting is expected to be held in the third quarter of 2026.

If completed, C21 shares are expected to be delisted from the Canadian Securities Exchange and the OTCQX Market.