[PRESS RELEASE] – MINNEAPOLIS, June 5, 2025 – Vireo Growth Inc., announced that it has closed its previously announced transaction to acquire Missouri-based Proper Brands (Proper) through the acquisition of NGH Investments Inc. and Proper Holdings Management Inc., subsidiaries of Proper Holdings LLC, a management company providing services to Proper’s portfolio of 11 retail dispensaries in Missouri.
Proper was founded in 2022 and is currently one of the largest independent operators in Missouri’s adult-use cannabis market. The company has a total retail footprint of 11 dispensaries, with one undeveloped retail license. All stores are in the St. Louis area except for one in Kansas City. The company operates a cultivation and manufacturing facility in excess of 100,000 square feet and is in the process of implementing the Arches technology platform across its home delivery business.
Total consideration for the transactions was $102 million, paid in the form of 196.2 million subordinate voting shares of Vireo at a reference price per share of $0.52. The purchase price of the Proper transaction represents a multiple of 4.175x 2024 “closing EBITDA” of $31 million. The transaction is subject to claw-back provisions if 2026 EBITDA is below closing EBITDA as of Dec. 31, 2026. The shares issued in the transaction are subject to lock-up provisions, with tranches of shares received in connection with the closing unlocking over a 33-month period.
