Filed Pursuant to Rule 424(b)(3)
Registration No. 333-273728
PROSPECTUS SUPPLEMENT NO. 23
(to prospectus dated August 10, 2023)
VIREO GROWTH INC.
15,000,000 Subordinate Voting Shares
Up to 80,670,773 Subordinate Voting Shares Underlying
Notes
Up to 6,250,000 Subordinate Voting Shares Underlying
Warrants
This prospectus supplement is being filed to update
and supplement the information contained in the prospectus dated August 10, 2023 (the “Prospectus”), with the information
contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 15, 2024.
Accordingly, we have attached such report to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the resale by the selling security holders named in the Prospectus (the “Selling Shareholders”) of up to an aggregate
of 101,920,773 of our subordinate voting shares (“subordinate voting shares”), which consist of: (i) up to 15,000,000 subordinate
voting shares issued in a private offering to certain Selling Shareholders in connection with a Fifth Amendment to Credit Agreement and
First Amendment to Security Agreement by and among Goodness Growth Holdings, Inc. (n/k/a Vireo Growth Inc.), certain of its subsidiaries,
the persons from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative
agent and as collateral agent, dated as of March 31, 2023; (ii) up to 80,670,773 subordinate voting shares that are issuable from time
to time to certain Selling Shareholders upon conversion of, and payment of interest on, convertible notes issued in a private offering
pursuant to a Sixth Amendment to the Credit Agreement by and among Goodness Growth Holdings, Inc. (n/k/a Vireo Growth Inc.), certain of
its subsidiaries, the persons from time-to-time party thereto as guarantors, the lenders party thereto, and Chicago Atlantic Admin, LLC,
as administrative agent and as collateral agent, dated as of April 28, 2023 (the “Sixth Amendment”); and (iii) up to 6,250,000
subordinate voting shares that are issuable from time to time to certain of the Selling Shareholders upon the exercise of warrants to
purchase our subordinate voting shares that were issued in a private offering to Selling Shareholders in connection with the Sixth Amendment.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
Our subordinate voting shares are listed on the
Canadian Securities Exchange (the “CSE”) under the symbol “VREO” and quoted on the OTCQX under the symbol “VREOF”.
On November 6, 2024, the closing sale price of our subordinate voting shares as reported on the CSE was C$0.60 and the closing sale price
of our subordinate voting shares on the OTCQX was $0.43.
Investing in our securities involves risks
that are described in the “Risk Factors” section beginning on page 13 of the Prospectus. Neither the SEC nor any state securities
commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November
7, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 9, 2024
VIREO GROWTH INC.
(Exact name of registrant as specified in its
charter)
British Columbia
(State or other jurisdiction of Incorporation)
| 000-56225 |
|
82-3835655 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
|
207 South 9th Street
Minneapolis, Minnesota |
|
55402 |
| (Address of principal executive offices) |
|
(Zip Code) |
(612) 999-1606
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 1.02 | Termination of a Material Definitive Agreement. |
On October 9, 2024, Vireo Growth Inc. (the “Company”)
and Grown Rogue Unlimited, LLC (“Grown Rogue”), mutually agreed to terminate the Consulting Agreement (“Consulting Agreement”)
between the parties dated May 24, 2023, as amended September 20, 2023, effective September 30, 2024. Under the Consulting Agreement, Grown
Rogue provided the Company with assistance in commercializing the Company’s products. As part
of the termination agreement, Vireo forfeited 4.5 million of the 8.5 million Grown Rogue warrants the Company received under the Consulting
Agreement and has the option to pay Grown Rogue a lump sum termination fee of US$800,000 on or prior to October 18, 2024 or US$1,000,000
in scheduled payments of US$250,000 each on October 18, 2024, December 31, 2024, March 31, 2025 and June 30, 2025.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
Joshua Rosen Resignation
On
October 10, 2024, Joshua Rosen, Chief Executive Officer, Interim Chief Financial Officer and Director of the Company resigned from all
of his positions with the Company. Mr. Rosen did not resign because of a disagreement with the Company on any matter related to the Company’s
operations, policies or practices. In conjunction with this event, the parties have entered into a separation agreement (“Separation
Agreement”) dated October 9, 2024 that provides, among other things, for the grant of 500,000 restricted stock units, which vest
in 12 equal installments commencing January 1, 2025 and ending on December 1, 2025 and 500,000 immediately exercisable stock options with
an exercise price per share of US$0.50. Such options expire October 9, 2027. Further, Mr. Rosen will receive salary continuation for two
years at a rate of US$300,000 per year. Pursuant to the Separation Agreement, the vesting of 250,000 options granted to Mr. Rosen in August
2024 were accelerated and are exercisable until October 9, 2027. On October 10, 2024, the Company’s wholly-owned subsidiary Vireo
Health, Inc. (“VHI”) and Mr. Rosen entered into a Consulting Agreement (the “Consulting Agreement”) pursuant to
which Mr. Rosen will be paid consulting fees at a rate of US$1,000 per hour for his advice and involvement with certain litigation between
the Company and Verano Holdings Corp. These summaries of the Separation Agreement and Consulting Agreement are qualified in their entirety
by reference to the full text of the Separation Agreement and Consulting Agreement, which are filed as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Amber
Shimpa Appointment
On
October 10, 2024, Amber Shimpa, age 45, was appointed Chief Executive Officer of the Company. Ms. Shimpa has served as President of the
Company and VHI since February 14, 2023. Prior to that, Ms. Shimpa had served as VHI’s Chief Administrative Officer since
December 2019 and as a member of the Board of Directors of the Company (the “Board”) from March 2019 to March 31, 2023. From
January 2015 through December 2019, Ms. Shimpa served as the Company’s Chief Financial Officer. Ms. Shimpa’s
sister is married to Dr. Kyle Kingsley, Executive Chairman of the Board.
In connection
with Ms. Shimpa’s appointment, on October 9, 2024, VHI entered into a Restated Employment Agreement with Ms. Shimpa (the “Shimpa
Agreement”). The Shimpa Agreement provides for Ms. Shimpa’s employment as Chief Executive Officer and President of each of
the Company and VHI and as Chief Executive Officer and President of certain of the Company’s affiliates and subsidiaries, including
Vireo Health of Minnesota, LLC, Vireo Health of New York, LLC, MaryMed, LLC, and HiColor, LLC. The Shimpa Agreement provides for Ms. Shimpa
to receive an annual base salary of US$325,000, and Ms. Shimpa is eligible to earn a cash bonus as determined by the Board in its discretion.
All equity awards previously granted to Ms. Shimpa remain in full force and effect and Ms. Shimpa shall be granted 1,000,000 stock options.
This summary of the Shimpa Agreement is qualified in its entirety by reference to the full text
of the Shimpa Agreement, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Other than the Shimpa Agreement, there are no arrangements or understandings between Ms. Shimpa and any other person pursuant to which
she was selected for the position to which she was appointed.
Joseph
Duxbury Appointment
On
October 10, 2024, Joseph Duxbury, age 32, was appointed interim Chief Financial Officer of the Company. Mr. Duxbury has served as
Vice President of Finance – External Reporting & IR of the Company since April 2020. Prior to that, Mr. Duxbury was a
consultant for Salo LLC, a finance, accounting and human resources staffing firm, from August 2018 to April 2020, where he performed various
accounting and finance related consulting services. There are no arrangements or understandings
between Mr. Duxbury and any other person pursuant to which he was selected for the position to which he was appointed.
| Item 7.01. | Regulation FD Disclosure. |
On October 10, 2024, the Company
issued a press release announcing the matters addressed in this Current Report on Form 8-K. The press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
*Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
VIREO GROWTH INC. |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Amber Shimpa |
| |
|
Amber Shimpa |
| |
|
Chief Executive Officer and President |
Date: October 15, 2024
EXHIBIT 10.1
SEPARATION
AGREEMENT AND GENERAL RELEASE
This Separation Agreement
and General Release (this “Agreement”) is entered into between Joshua Rosen (“you”) and Vireo Growth, Inc.,
previously known as Vireo Health, Inc. (the “Company”). Your employment with the Company will end effective October 10,
2024. You and the Company have agreed to characterize your termination of employment with the Company as a resignation.
The Company will provide you
with certain benefits in consideration of your signing this Agreement; however, your decision whether to sign this Agreement will not
affect the end of your employment with the Company. Please note, you will receive certain compensation for your services through the
Termination Date as required by applicable law and you will be entitled to any vested benefits that you may have under the Company’s
employee benefit plans without regard to whether you sign this Agreement. In addition, nothing in this Agreement affects the terms and
conditions of any outstanding equity previously granted to you and these continue to be subject to the terms of the award agreements and
the plan under which such awards were granted (which may include continued vesting and exercisability during any period of service with
the Company following the Termination Date (as defined below); provided, however, that you agree to relinquish any right to receive the
taxable settlement of the Restricted Stock Units (the “RSUs”) previously granted to you under the Vireo Health International
Inc. 2019 Equity Incentive Plan (the “Plan”) that would otherwise become vested and settled after the date of this Agreement
and during 2024 during 2024, and the Company shall arrange for the taxable settlement of such RSUs during January of 2025 (subject
to any arrangements regarding the payment of withholding taxes at the time of such taxable settlement as is called for under the Plan
and award agreement documenting such RSUs).
You and the Company agree
as follows:
1. Separation
from Employment. Your employment with the Company will end on either October 10, 2024 or on such earlier date as your employment
may be terminated under the terms of your employment agreement with the Company entered into effective as of January 1, 2024 (the
“Employment Agreement”). The date of your termination of employment with the Company is referred to herein as the “Termination
Date.”
2. Payments
and Benefits. In consideration of your signing this Agreement, and not, thereafter, revoking it during the applicable revocation and
rescission periods descried in Section 5 of this Agreement, the Company will provide you with the following:
(a) Severance
in the form of salary continuation at an annualized rate of pay equal to Three Hundred Thousand Dollars ($300,000) for two years;
(b) Continuation
of group health care for you and your eligible dependents if you elect such continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (or similar state law) at no cost to you or with such costs as you may be required to incur being reimbursed
by the Company for a eighteen (18) month period or such shorter period as may result from your or your eligible dependents ceasing to
be eligible for such continuation coverage;
(c) A
grant of five hundred thousand (500,000) Restricted Stock Units (the “Additional RSUs”) under the Plan which will be deemed
to vest in twelve (12) equal monthly installments commencing on January 1, 2025, and ending on December 1, 2025, and which will
be settled as soon as practicable following the relevant vesting dates, subject to the terms and conditions of the Plan and the award
agreement used to document the Additional RSUs;
(d) A
grant of a Nonstatutory Stock Option with respect to five hundred thousand (500,000) Shares (as that term is defined in the Plan) which
will be fully vested as of the date of grant and exercisable for a period of three (3) years following the date of grant and which
will be subject to the terms and conditions of the Plan and the Option Award Agreement used to document this Award;
(e) The
terms and conditions of the stock option that was previously granted in September of 2024 with respect to 250,000 Shares (which,
to the extent such stock option was intended to constitute an incentive stock option, will cause that option to be a Nonstatutory Stock
Option) shall be treated as immediately vested contingent on this Agreement being executed and becoming irrevocable, and shall be subject
to the same exercise period as described with respect to the Nonstatutory Stock Option in Section 2(d), above;
(f) A
waiver of any non-compete agreement to which you would otherwise be bound pursuant to the terms of the Employment Agreement or any other
agreement between you and the Company; and
(g) Provide
you with consulting fees at a rate of One Thousand Dollars ($1,000) per hour for your advice and involvement with certain litigation between
the Company and Verano Holdings Corp.
You acknowledge that you are not entitled to the payments set forth
in this Section 2 unless you sign this Agreement and do not revoke or rescind in accordance with section 5 of this Agreement. You
must not sign this Agreement prior to the Termination Date, and doing so will render this Agreement null and void.
3. Release.
In consideration for the payment specified in Section 2, you fully release and discharge from all legal claims: the Company, its
related and/or affiliated companies, and all of the respective predecessors, successors, affiliates, assigns, officers, shareholders,
board members, directors, employees, agents, contractors, counsel, and insurers of the Company and its related and/or affiliated companies.
(a) You
understand that by releasing all of your legal claims against these entities and persons, you are releasing all of your rights to bring
any claims against them based on any actions, decisions, or events occurring through the date of your signing of this Agreement, including
the terms and conditions of your employment and your separation from employment.
(b) You
understand that you are releasing, and do hereby release, any claims for damages, by charge or otherwise, whether brought by you or on
your behalf by any other party, governmental or otherwise, and agree not to institute any claims for damages via administrative or legal
proceedings against the Company. You also waive and release any and all rights to money damages or other legal relief awarded by any governmental
agency related to any charge or other claim against the Company.
(c) You
understand that you are giving up any and all claims, complaints, causes of action, or demands, whether now known or unknown, asserted
or unasserted, direct or indirect, which you have or may have by reason of any matter, fact, or thing occurring up through the date of
your signing this Agreement, including any claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et
seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans with Disabilities Act, 42 U.S.C.
§ 12101 et seq., the Employee Retirement and Income Security Act, 29 U.S.C. § 1001 et seq., the Family and Medical
Leave Act, 29 U.S.C. § 2601 et seq., the Minnesota Human Rights Act, Minn. Stat. § 363.01 et seq., Minn. Stat.
§ 181.81, Minn. Stat. § 176.82, as well as any other federal, state, or local statute, regulation, or ordinance.
(d) You
understand that you are giving up all other claims under any other theory, whether legal or equitable, including those grounded in contract
or tort theories, including, but not limited to, wrongful discharge, breach of contract, tortious interference with contractual relations,
promissory estoppel, breach of the implied covenant of good faith and fair dealing, breach of express or implied promise; breach of manuals
or other policies, assault, battery, fraud, false imprisonment, invasion of privacy; intentional or negligent misrepresentation, defamation,
discharge in violation of public policy, whistleblower, intentional or negligent infliction of emotional distress, claims for any unpaid
wages, bonuses or other forms of compensation, any and all claims for attorneys fees.
By signing this Agreement, you hereby acknowledge the sufficiency of
the payments provided to you in exchange for your release.
4. Acceptance
Period. You are not required to sign this Agreement prior to the later of (A) the date that is twenty-one (21) calendar days
after you have received this Agreement and (B) ten (10) days following the Termination Date. As noted above, you must not sign
this Agreement prior to the Termination Date. During the period you have this Agreement for review and prior to signing it, you may consider
whether or not to accept this Agreement and are encouraged to consult with your legal advisor.
5. Right
to Revoke. You may rescind this Agreement insofar as it extends to claims or potential claims under the Age Discrimination in Employment
Act by delivering a notice of your intent to revoke this release within seven (7) calendar days following your signing of it to:
Vireo Health, Inc
Attn: Tim Blum
207 S. 9th Street
Minneapolis, MN 55402
(a) To
be effective, such written notice must either be delivered by hand or by certified mail, return receipt requested, within such fifteen
(15) or seven (7) day period. You acknowledge and understand that the time periods described above shall run concurrently, that the
day on which you sign this Agreement shall count as the first day of both the fifteen (15) and seven (7) day periods, and that no
allowance will be made should the last day of the time period fall on a weekend or holiday.
(b) This
Agreement will not become effective until the rescission and revocation periods have expired, and no payment shall be made to you until
at least the first business day following the expiration of the fifteen (15) day rescission period. In the event that you provide a timely
notice of your intent to rescind or revoke this Agreement, the Company may, at its option, declare the entire Agreement null and void,
in which case neither you nor the Company shall have any rights or obligations under this Agreement.
6. Return
of Company Property. You agree that you have delivered or will deliver to the Company within one business day of signing this Agreement,
all Company equipment, including all computers, telephone calling cards, keys, cellular telephones, pagers, records, manuals, books, blank
forms, documents (including all letters, memoranda, notes, notebooks, and reports) and other data, and all copies thereof, and all other
tangible Company property, which are at the time of your separation from employment in your possession or under your control.
7. Non-Disparagement.
You understand and agree that, as a condition of the Payments and Benefits discussed in Section 2, you shall not make any false,
disparaging or derogatory statements to any media outlet, industry group, financial institution, or client or customer of the Company
regarding the Company or about the Company's business affairs or financial condition. You further understand that you, or someone acting
directly on your behalf, shall not make any false, disparaging or derogatory statements in a public forum, including social media platforms,
about the Company or about the Company’s business affairs or financial condition. Notwithstanding the foregoing, nothing herein
shall restrict you from making truthful statements in response to a court order or lawful subpoena, or to a governmental agency, or which
by law cannot be subject to a non-disparagement covenant.
8. Confidentiality.
You agree to keep the terms of this Agreement confidential. You agree not to disclose any information concerning this Agreement to any
person, including any present or former employee of the Company. These confidentiality provisions are subject to the following exceptions:
you may disclose this Agreement to your attorneys, accountants, tax advisors or spouse, in the course of legal proceedings involving the
Company, or in response to a court order, subpoena or inquiry by a government agency.
9. Employee
Agreements. You acknowledge that in the course of employment with the Company, you have had access to confidential information and
trade secrets relating to the business affairs of the Company and/or related companies and entities. Further, you acknowledge that the
Employee Confidentiality Non-Comp and IP Protection Agreement which you signed (attached as Exhibit A) shall continue in full
force and effect and shall be unaffected by this Agreement except for the provision in Section 2 of this Agreement expressly related
to a period of non-competition. You agree that you remain obligated not to disclose or otherwise make available to any person, company,
or other party confidential information or trade secrets of the Company without the prior written consent of the Company’s board
of directors.
10. No
Admission. This Agreement is not an admission by the Company that it has acted wrongfully toward you or anyone else and shall not
be interpreted as such.
11. No
Assignment. This Agreement is personal to you and may not be assigned by you. The payments to be provided to you shall be made to
your estate in the event of your death prior to your receipt thereof.
12. Governing
Law; Severability. This Agreement shall be governed by the laws of the State of Minnesota. If any part of this Agreement is construed
to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and
the balance of this Agreement shall remain in full force and effect.
13. Entire
Agreement. You agree that this Agreement (including any agreements specifically referenced in this Agreement) contains the entire
agreement between you and the Company with respect to your employment and separation from employment and that there are no promises or
understandings outside of this Agreement with respect to your employment or your separation from employment with the Company. Any modification
of or addition to this Agreement must be in a writing signed by you and the Company.
14. Taxes.
All taxable payments to you pursuant to this Agreement will be subject to all applicable federal, state and local income and wage taxes.
15. Acknowledgment.
You hereby affirm and acknowledge that you have read this Agreement and the provisions of this Agreement are written in language you understand.
You further represent that you understand the release contained in this Agreement specifically refers to rights or claims arising under
the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., and that such release does not extend to claims arising
after the date of execution. You also represent that you are entering into this Agreement freely and voluntarily, in exchange for valuable
and sufficient consideration to which you are not otherwise entitled. Finally, you acknowledge that you have been advised you may take
up to twenty-one (21) days to consider whether to enter into this Agreement and to consult with an attorney before signing.
| Dated: October 9, 2024 |
/s/ Joshua Rosen
|
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|
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VIREO HEALTH, INC. |
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|
| By: October 9, 2024 |
By: |
/s/ Kyle Kingsley |
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|
Kyle Kingsley |
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|
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Its: |
Chairman of the Board |
EXHIBIT 10.2
CONSULTING
AGREEMENT
This Independent Agreement
(“Agreement”) dated as of the 10th day of October, 2024 (the “Effective Date”),
is between Vireo Health, Inc., a Delaware corporation (the “Company”) and Joshua Rosen (“Consultant”).
Recitals
WHEREAS, Company desires to
engage Consultant to perform certain Services (as defined below) for Company on an consulting basis.
WHEREAS, the parties wish
to set forth in writing the terms and conditions of this consulting engagement.
Agreement
NOW THEREFORE, in consideration
of the promises contained in this Agreement, and intending to be legally bound, the parties agree as follows:
1. Term.
Company hereby engages Consultant in the capacity set forth in this Agreement, and Consultant hereby accepts this engagement, for the
term that begins on October 10, 2024 and shall continue until December 31, 2026, or such other period of time to which the parties
have agreed in writing (the “Term”). This Agreement shall not have any automatic renewals. Either party
may terminate this Agreement immediately for failure to perform Services or other breach after notice and reasonable opportunity to cure.
All obligations under Sections 6, 7, 8, 9, 10, 12, 15, 16, and 19 of this Agreement shall survive termination or expiration of this Agreement.
2. Services.
During the Term, Consultant shall provide the services described in Exhibit A hereto to Company on an as-needed basis (the
“Services”). Exhibit A may be amended from time to time during the Term by written consent
of both parties. Company will designate a principal liaison to approve or reject Consultant’s work under this Agreement, who shall
initially be the Company’s CEO (the “Company Representative”). To the extent of a conflict between the
terms of this Agreement and Exhibit A, the terms of this Agreement shall supersede and be controlling. The Services shall
be performed at times and places as shall be mutually convenient for Company and Consultant, and Consultant shall exercise independent
judgment as to the method for accomplishing the Services. The nature, extent, period of performance, and limitations of the Services provided
will be mutually agreed to by Company and Consultant. Consultant shall: (i) devote whatever time, effort and resources may be reasonably
necessary or required to provide Services hereunder in a professional manner; (ii) at all times in the performance of the Services,
comply with all applicable laws, codes and regulations and other instructions, standards of conduct, policies and procedures established
and/or promulgated by Company, orally or in written or electronic form, which may be amended from time to time; (iii) provide its
own materials, supplies, equipment and tools in the performance of the Services; and (iv) have sole and complete control over the
method and means to be used in the performance of the Services. Company does not control the manner or means of Consultant’s transportation
to any worksite. In performing the Services, Consultant shall: (i) maintain all licenses and permits necessary to perform the Services
and (ii) perform the Services in a timely and satisfactory manner.
3. Compensation.
A. Fees.
Company agrees to pay Consultant the sum of $1,000.00 per hour spent on requested consulting services during the term of this Agreement.
Company will issue a form 1099 for all payments made and other compensation given, if required by applicable law.
B. Payment.
Consultant will submit invoices for the performance of Services for Company on a monthly basis, in arrears. Payment will be processed
within thirty (30) days of Company’s receipt of Consultant’s undisputed invoice.
4. Expenses.
Consultant shall be responsible for paying all expenses incurred by Consultant in performing this Agreement, including but not limited
to travel, food, lodging, office space, furniture, equipment, tools, secretarial, telephone and other expenses. Company will reimburse
Consultant only for expenses related to travel, food, and lodging related to Company’s business, within thirty (30) days of submittal
of Consultant’s expense report approved by the Company Representative.
5. Assignment.
This is a contract for personal services by Consultant, and this Agreement may not be assigned by Consultant to any party without the
prior written consent of Company.
6. Independent
Contractor. Consultant shall be for all purposes an independent contractor of Company and not, solely by reason of the existence
of this Agreement, an employee, partner, or owner of Company and shall not participate in any employee benefit program of Company by reason
of this Agreement. Except as required by law, Company shall not withhold any sums from the compensation payments to be pursuant to Section 3
for Social Security, FICA, unemployment, employment, or other federal, state, or local tax liabilities or contributions, and all withholdings,
liabilities, and contributions shall be solely the responsibility of Consultant. Neither Consultant nor employees of an entity for which
Consultant serves as an employee, partner or other type of owner, shall be entitled to receive any benefits which employees of Company
receive and shall not be entitled to receive from Company workers’ compensation, unemployment compensation, medical insurance, life
insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of and work or Services provided to Company.
Consultant shall be solely responsible for paying: (i) its employees, if any, and all taxes, FICA, workers’ compensation, unemployment
compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing and other benefits for Consultant
and its employees, servants and agents; and (ii) any employees of a business entity for whom Consultant serves as an employee, partner
or other type of owner. Consultant will defend, indemnify, and hold harmless Company from any and all loss or liability, including attorney’s
fees, arising from its failure to make these payments, withholdings, or benefits, if any. Consultant shall: (i) be totally and solely
responsible for the timely reporting and payment of all income or other taxes and other governmental liabilities resulting from the performance
of its Services hereunder, (ii) pay all self-employment and other taxes, including income taxes and estimates thereof, as shall be
required by the Internal Revenue Code and the laws, rules, and regulations of any other government entity having jurisdiction over Consultant,
and (iii) indemnify, defend and hold Company harmless for any tax or other liability arising from or related to Consultant’s
failure to timely report and pay all income or other taxes or other governmental liabilities relating to compensation received from Company
or otherwise relating to the Services.
7. [Intentionally
Omitted]
8. Confidential
Information.
A. Defined.
For the purposes of this Agreement, the term “Confidential Information” means all information in whatever form (whether oral,
written, electronic, paper, or other medium), concerning Company, furnished by or on behalf of Company to Consultant, or learned by Consultant
as a result of the Services, at any time (whether before or after the date of this Agreement) and in each case, regardless of the manner
in which the medium in or on which such information is furnished, stored or displayed, including without limitation: (i) the occurrence
and subject matter of the Services; (ii) all information, products, plans, methods, ideas, intellectual property, trade secrets,
compensation data, financial information, marketing strategies and information, programs and services, inventions, processes, designs,
sketches, drawings, business opportunities, projections, developments, know-how, formulae, computer software and programs, (including
all code) and intellectual property, prospects, pending projects and proposals, pricing information, technical data, customer and supplier
lists, customer prospect lists, product and equipment designs or enhancements, concepts, inventions and ideas, and other developments
and techniques, other trade secrets or confidential or proprietary information, whether patentable or copyrightable or not, and other
information that is not generally known or readily ascertainable by other persons. Written information supplied to Consultant may be marked
“CONFIDENTIAL” when feasible, but the failure to so mark such information shall not be deemed a waiver by Company of confidentiality.
B. Exclusion.
“Confidential Information” shall not include any information which: (i) was in the possession of Consultant at the time
it was first disclosed by or on behalf of Company as evidenced by written or tangible evidence; (ii) was in the public domain at
the time it was disclosed to Consultant; (iii) enters the public domain through sources independent of Consultant and through no
act or omission of Consultant; or (iv) was lawfully obtained by Consultant from a third party not under an obligation of confidentiality
to Company.
C. Use
of Confidential Information. Consultant agrees that Confidential Information shall be used solely for the purposes of performing the
Services (“Permitted Purposes”). Consultant agrees: (i) not to disclose (or permit disclosure of)
any Confidential Information (or any portion thereof) to any person or entity; (ii) not use the Confidential Information for its
own purposes, or any other purposes other than Permitted Purposes; and (iii) to keep all such Confidential Information confidential
and shall exercise all responsible care to prevent disclosure of such Confidential Information to any third party, except as authorized
in writing by Company or where required to provide the Services contemplated hereunder. Dissemination of Confidential Information by Consultant
shall be limited to those who are directly involved in the Services and whose duties justify their need to know such information, provided
that Consultant shall restrict the use of such Confidential Information solely for Permitted Purposes. Consultant shall immediately notify
Company in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention.
D. Ownership.
Consultant agrees that: (i) Confidential Information and all goodwill associated with or symbolized by such Confidential Information
are and shall remain the sole property of Company; (ii) no action by Company shall be deemed to constitute or result in an assignment
of any Confidential Information to Consultant or the creation of any equitable or other interest herein or to grant Consultant the right
to use the Confidential Information except as contemplated herein; (iii) all legal rights in the Confidential Information, including
the right to patent any technology arising therefrom, shall belong exclusively to Company; and (iv) this Agreement does not constitute
a license of any Confidential Information.
E. Mandatory
Disclosure. In the event Consultant is legally compelled to disclose any Confidential Information, to the extent permitted under applicable
law or regulation, Consultant shall promptly give notice to Company so that Company may seek to quash such compulsion or to obtain an
appropriate protective order. In the event Company does not (or seek to) quash such compulsion, and regardless of whether a protective
order is obtained, Consultant shall disclose only such limited portion of the Confidential Information as is required to avoid sanction
by the court having jurisdiction of such matter.
F. Return
of Documents / Cessation of Use. Where permitted under applicable law or regulation, in the event the Agreement is terminated for
any reason, or at any time within five (5) days following Company’s request, Consultant shall: (i) promptly return (or
upon Company’s written direction, destroy) all documentation (whether original or copies whether electronic or other medium) and
other materials (whether tangible or stored in any storage medium, and whether prepared by Company or Consultant from information supplied
by Company) containing any Confidential Information to Company without retaining any copies thereof; and (ii) immediately cease any
use of the Confidential Information.
9. Intellectual
Property.
A. Definitions.
(i) “Intellectual
Property” means any idea, trademark, logo, brand, domain name, data, invention, discovery (whether or not patentable,
whether or not put into writing, and whether or not reduced to practice), trade secret, suggestion, works of authorship (within the purview
of the copyright laws of the United States of America, whether or not they can be patented or copyrighted) or similar materials, design,
process, technique, system, algorithm, source code, technology, software (whether or not they are in writing or reduced to practice),
improvement, modification, innovation, formula, or shop right (whether or not patentable, whether or not put into writing, and whether
or not put into practice) made, generated, or conceived by Consultant (whether alone or with others).
(ii) “Company’s
Intellectual Property” means all Intellectual Property that Consultant generates during Consultant’s engagement
with Company and for one (1) year thereafter, whether alone or in collaboration with others, related directly to the Company’s
businesses. Company’s Intellectual Property includes ideas or concepts that are not embodied in any tangible form. The tangible
work product that Consultant creates during Consultant’s engagement with Company, such as product specifications and product documentation,
will be Company’s Intellectual Property, and the ideas and concepts incorporated in that tangible work product will also be Company’s
Intellectual Property. Consultant specifically agrees that any Intellectual Property that Consultant makes, generates, conceives or discloses
during Consultant’s engagement with Company will be deemed Company’s Intellectual Property unless Consultant specifically
identifies with clear detail that Intellectual Property on Schedule 1 attached to this Agreement as previously made, generated
or accessed by Consultant. For purposes of this Agreement, any Company’s Intellectual Property relating directly to the business
of Company or to Company’s actual or demonstrably anticipated research or development with respect to which Consultant files a patent
or copyright or trademark application during the term of Consultant’s engagement with Company and within one (1) year after
termination of engagement with Company shall be presumed to be Company’s Intellectual Property conceived by Consultant during the
period of its engagement with Company, rebuttable only by accurate, written and duly corroborated evidence that such Invention was not
first conceived by Consultant until after the termination of its engagement with Company.
B. Documentation
and Disclosure of Company’s Intellectual Property. During Consultant’s engagement with Company, Consultant will promptly
and fully disclose (including a description of the nature of) or otherwise make available to Company any information about and/or the
existence of, Company’s Intellectual Property, whether or not requested by Company. Consultant will also keep current, accurate,
and complete notes, data and records (collectively, “Records”) of all Company’s Intellectual Property,
in the manner and form provided in Company’s policies and procedures, or as otherwise requested by Company. All Records will be
deemed Company’s Intellectual Property, and Consultant will promptly provide all Records to Company upon termination of Consultant’s
engagement with Company, or such earlier time as Company requests; notwithstanding the foregoing, Consultant shall be permitted to retain
copies of such Records to the extent required under applicable law and regulation and for the period of time mandated by such law or regulation.
C. Ownership
and Assignment of Company’s Intellectual Property. Consultant agrees that all of Company’s Intellectual Property, including
any original works of authorship made by Consultant or in collaboration with others within the scope of Consultant’s engagement
and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act
(17 U.S.C. § 101, et seq.), and thus the exclusive property of Company. Consultant hereby irrevocably assigns and transfers to Company
all of Consultant’s right, title and interest in any original works of authorship and any and all Company’s Intellectual Property
(to the extent not deemed a “work made for hire”), whether currently subsisting or subsequently created. During the term of
Consultant’s engagement with Company and at any time thereafter, Consultant will:
(i) execute
any additional documents reasonably requested by Company to evidence or give effect to that assignment, and otherwise to vest the entire
right and title to any of Company’s Intellectual Property in Company; and
(ii) render
such additional assistance as Company may reasonably request to perfect all such assignments and to protect such Company’s Intellectual
Property, including performing any other reasonable acts necessary in Company’s opinion and at its expense to preserve property
rights in Company’s Intellectual Property against forfeiture, abandonment, or loss and to obtain and maintain letters patent and
/ or copyrights on Company’s Intellectual Property. At Company’s option, such additional efforts will include the preparation
and execution of the documents, in a form satisfactory to Company, that are necessary to register any copyright, or to obtain patent protection
in any patent office. Company will reimburse Consultant for Consultant’s reasonable costs if Company requires Consultant assistance
after termination of Consultant’s engagement with Company.
Consultant hereby designates and appoints Company
and its duly authorized officers and agents, as Consultant’s agents and attorneys-in-fact, with full power of substitution, to act
for and in Consultant’s behalf and instead of Consultant, to execute and file any documents and to do all other lawfully permitted
acts to further the above purposes with the same legal force and effect as if executed by Consultant.
10. Remedies.
The parties agree that: Consultant’s obligations in Sections 8 and 9 of this Agreement are necessary and reasonable in order to
protect Company and Company’s business. Consultant agrees that the remedy at law for any breach of the provisions of this Agreement
will be adequate as defined by the Court.
11. Notices.
All notices and other communications shall be in writing and shall be deemed to have been duly given if delivered via: (i) personal
delivery; (ii) expedited delivery service with proof of delivery; (iii) registered or certified
United States mail, postage prepaid; or (iv) upon delivery by email, addressed to the appropriate party as follows:
| To Company: |
Vireo Health, Inc.
207 South Ninth Street
Minneapolis, MN 55402
Attn: General Counsel
*** |
To Consultant: |
Joshua Rosen
*** |
or to any other address as the person to whom
notice is to be given may have previously furnished to the other in writing as set forth above, provided that notice of an address change
shall be deemed given only upon receipt.
12. Warranties.
Consultant will perform the Services diligently and in accordance with accepted and sound professional practices and procedures. Consultant
represents and warrants that: (i) Consultant is free of any obligation or restriction that would prevent Consultant from entering
into this Agreement or impede Consultant’s ability to perform the Services; and (ii) Consultant’s performance of the
Services will not involve the use or disclosure of any trade secret information of any third party or the infringement of any patent or
copyright of any third party.
13. Entire
Agreement and Amendment. This Agreement: (i) constitutes the entire agreement between the parties relating to this consulting
engagement and supersedes all prior agreements or understandings between Consultant and Company or their agents with regard to the same
subject; and (ii) may be changed, modified, or terminated only by an agreement in writing signed by the parties hereto.
14. Severability.
Each provision, section, sentence, clause, phrase, and word of this Agreement is intended to be severable. If any provision, section,
sentence, clause, phrase, and word hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement, provided that: (i) each party receives the substantial benefit of its bargain with
respect to the transaction contemplated hereby; and (ii) the ineffectiveness of such provision would not result in such a material
change as to cause completion of the transactions contemplated hereby to be unreasonable.
15. Indemnification.
Consultant and Company shall mutually indemnify, defend and hold the other parties officers, directors, and employees harmless from and
against any and all liabilities, claims, demands, proceedings, obligations, assessments, losses, costs, damages, or expense, of any nature
whatsoever, contingent or otherwise (including, without limitation, any and all judgments, degrees, equitable relief, extraordinary relief,
settlements, awards, attorneys’ fees, court cost, including arbitrators’ fees) (collectively, “Claims”) that are
incurred, sustained, suffered, or assessed against the indemnified party, arising out of, relating to, or as a result of alleged or actual
disregard or breach of this Agreement or any policies, principles, or guidelines, any action, inaction, negligence, misconduct, error
or omission and any activity, or request of additional scope of work.
16. Remedies.
In the event of any breach by Consultant or Company of any of the provisions of this Agreement, each party, in addition to any other rights,
remedies or damages available at law or in equity, will be entitled to recover all costs and expenses, including without limitation attorneys’
fees, incurred by either party, its successors and assigns as a consequence of any such breach.
17. Non-Exclusivity.
The work performed for Company under this Agreement is not exclusive. Company and Consultant each retain the right to contract for similar
services with other individuals and businesses. Consultant shall be free to undertake additional activities for another party provided
that such activities do not unreasonably interfere with execution of the Services under this Agreement or otherwise violate this Agreement,
including Sections 8, and 9.
18. [Intentionally
Omitted.]
19. General
Terms.
A. Governing
Law; Venue. The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the
law of the state of Minnesota applicable to contracts executed in and performed entirely within such state, without reference to any choice
of law principals thereof, but the specific performance provisions and right of Company to seek injunctive relief for Consultant’s
breach of the covenants contained herein may also be enforced in any other state or country or nation wherever such breach occurs, and
in accordance with the laws of such other state, country or nation, to the extent necessary to secure enforcement in such other jurisdiction.
Each party: (i) agrees that all actions, claims or proceedings related to this Agreement shall be commenced and maintained exclusively
in the State of Minnesota; and (ii) irrevocably consents to submit to the personal jurisdiction and venue of such Minnesota courts
and waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue in any such
court or that any such proceeding which is brought in accordance with this Section has been brought in an inconvenient forum.
B. Waiver.
The failure of any party to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a
waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of any right, power or privilege hereunder at any
one or more times be deemed a waiver or relinquishment of such right, power or privilege at any other time or times.
C. Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which, when taken
together, will be deemed to constitute one and the same agreement.
D. Captions.
The captions stated herein are for convenience only and are not intended to alter any of the provisions of this Agreement.
IN WITNESS WHEREOF, this Agreement
has been duly executed by the parties as of the date first above written.
| Company: VIREO HEALTH, INC. |
|
| |
|
| Signature: |
/s/ Kyle Kingsley |
|
| |
|
| Print Name: Kyle Kingsley |
|
| |
|
| Title: Chairman of the Board |
|
| |
|
| Company: JOSHUA ROSEN |
|
| |
|
| Signature: |
/s/ Joshua Rosen |
|
| |
|
| Print Name: Joshua Rosen |
|
EXHIBIT A
to
Consulting Agreement
At the request of the Company
Consultant will participate in activities related to the Goodness Growth Holdings, Inc. vs. Verano Holdings Corp. pending
in the Supreme Court of British Columbia and any other tasks for the benefit of the Company at its discretion.
SCHEDULE
1
EXHIBIT 10.3
RESTATED
EMPLOYMENT AGREEMENT
This Restated Employment
Agreement (this “Agreement”) is entered into as of October 9, 2024 (the “Restatement Effective Date”) by
and between Vireo Health, Inc. (the “Company”), a Delaware corporation, which is a wholly owned subsidiary of Vireo
Growth Inc. (the “Parent Corporation”), a British Columbia corporation, and Amber Shimpa (“Employee”), an individual
residing in the State of Minnesota. The Company and Employee are collectively the “Parties” and each a “Party”).
RECITALS
WHEREAS,
the Company desires to continue to employ Employee pursuant to the terms of this Agreement and Employee desires to accept such employment
pursuant to the terms of this Agreement; and
WHEREAS,
the Employee was employed under the terms of an employment agreement dated December 1, 2020, as amended by a First Amendment to
Employment Agreement dated February 2, 2022, a Second Amendment to Employment Agreement dated December 14, 2022, a Third
Amendment to Employment Agreement dated February 12, 2023, and a Fourth Amendment to Employment Agreement dated December 21,
2023 (collectively, the “Prior Employment Agreement”), which was amended from time to time thereafter; and
WHEREAS,
the Parties desire to restate the terms of Employee’s employment as set forth in this Agreement, superseding the Prior Employment
Agreement (except as otherwise noted in this Agreement) as of the Restatement Effective Date; and
WHEREAS,
the Parties agree that the terms and conditions set forth in this Agreement will be effective as of the Restatement Effective Date; and
WHEREAS,
during Employee’s prior and ongoing employment with the Company, Employee has been and will become acquainted with technical and
nontechnical information that the Company has developed, acquired and uses, or that the Company has developed, acquired or used, or will
develop, acquire or use, and that is commercially valuable to the Company and that the Company desires to protect, and Employee may contribute
to such information through inventions, discoveries, improvements or otherwise.
AGREEMENT
NOW,
THEREFORE, in consideration of the continuing employment of Employee by the Company, and further in consideration of the salary,
wages or other compensation and benefits to be provided by the Company to Employee, and for additional mutual covenants and conditions,
the receipt and sufficiency of which are hereby acknowledged, the Company and Employee, intending legally to be bound, hereby agree as
follows:
1. Nature
and Capacity of Employment.
1.1 Title
and Duties. Effective as of Restatement Effective Date, Employee will be employed and hold the following titles and, if applicable,
continue in such roles:
| (a) | Chief Executive Officer and President of
the Parent Corporation; |
| (b) | Chief Executive Officer and President of
the Company; and |
| (c) | Chief Executive Officer and President of
various Company affiliates and subsidiaries including, but not necessarily limited to, Vireo
Health of Minnesota, LLC, Vireo Health of New York, LLC, MaryMed, LLC, and HiColor, LLC. |
Employee’s employment in the aforementioned
roles will be subject to the terms and conditions set forth in this Agreement and as may be set forth in separate job descriptions for
such roles, as applicable, as mutually agreed upon between the Parties. Employee will perform such duties and responsibilities for the
Company as the Company’s or the Parent Corporation’s board of directors may assign to Employee from time to time, consistent
with Employee’s positions. The Employee hereby agrees to act in these capacities under the terms and conditions set forth in this
Agreement. Employee shall serve the Company and its affiliates faithfully and to the best of Employee’s ability and shall at all
times act in accordance with the law, excepting only the Controlled Substances Act as it applies to the state-licensed operations of
the Company. Employee shall devote Employee’s full working time, attention and efforts to performing Employee’s duties and
responsibilities under this Agreement and advancing the Company’s and its affiliates’ business interests. Employee shall
follow applicable policies and procedures adopted by the Company and its affiliates from time to time, including without limitation the
Company’s Code of Conduct, Employee Handbook and other Company policies, including those relating to business ethics, conflict
of interest, non-discrimination and non-harassment. Employee shall not, without the prior written consent of the Parent Corporation’s
Board of Directors (the “Board”), accept other employment or engage in other business activities during Employee’s
employment with the Company that may prevent Employee from fulfilling the duties or responsibilities as set forth in or contemplated
by this Agreement. Employee may participate in civic, religious and charitable activities and personal investment activities to a reasonable
extent, so long as such activities do not interfere with the performance of Employee’s duties and responsibilities hereunder.
1.2 No
Restrictions. Employee hereby represents and confirms that Employee is under no contractual or legal commitments that would prevent
Employee from fulfilling Employee’s duties and responsibilities as set forth in this Agreement.
1.3 Location.
Employee’s employment will be based at the Company’s corporate headquarters in Minneapolis, Minnesota. Employee acknowledges
and agrees that Employee’s position, duties and responsibilities may require regular travel, both in the U.S. and internationally.
2. Term.
Unless terminated at an earlier date in accordance with Section 5, Employee’s employment with the Company under the terms
and conditions of this Agreement will be for an indefinite period. For purposes of clarity and avoidance of doubt, any provisions of
this Agreement and the Restrictive Covenants Agreement that by their terms survive after the termination of Employee’s employment
shall remain in full force and effect.
3. Restrictive
Covenants Agreement. On the effective date of the Prior Employment Agreement, Employee executed a Confidential Information, Intellectual
Property Rights, Non-Competition and Non-Solicitation Agreement (the “Restrictive Covenants Agreement”) which remains in
full force and effect with no requirement that it be executed again or replaced by a new agreement relating to the terms and conditions
of the Restrictive Covenants Agreement; provided, however, due to change in Minnesota law on July 1, 2023, the Parties agree that
the non-competition provisions of Paragraph 3.2(a) of the Restrictive Covenants Agreement shall be void and unenforceable and Company
agrees that it expressly waives Paragraph 3.2(a) of the Restrictive Covenants Agreement. Employee acknowledges and agrees that
the Company’s execution of the Prior Employment Agreement and its agreement to employ Employee were conditioned upon Employee execution
of the Restrictive Covenants Agreement as modified herein. For purposes of clarity and avoidance of doubt, nothing in this Agreement
is intended to modify, amend, cancel or supersede the Restrictive Covenants Agreement in any manner except as otherwise stated herein.
4. Compensation,
Benefits and Business Expenses.
4.1 Base
Salary. As of the Restatement Effective Date, the Company agrees to pay Employee an annualized base salary of $325,000.00 (the “Base
Salary”), which Base Salary will be earned by Employee on a pro rata basis as Employee performs services and which shall be paid
according to the Company’s normal payroll practices. For each of the Company’s subsequent fiscal years, the Board will conduct
a periodic review of Employee and, based on that review, establish Employee’s Base Salary in an amount not less than the Base Salary
in effect for the prior year, unless Employee’s Base Salary is reduced as part of a general reduction in the base salaries for
all officers of the Company and in substantially the same proportion as the reduction in the base salaries for all officers of the Company.
The review contemplated by this Section 4.1 need not be formal, nor need it be conducted on or before a specific date.
4.2 Annual
Incentive Compensation. For each of the Company’s fiscal years, Employee may be eligible to earn an annualized cash bonus if
and in an amount determined by the Board in its discretion and subject to the terms of any written document addressing such annual cash
bonus as the Board may adopt in its sole discretion. Unless specified otherwise in a written annual cash bonus document applicable to
Employee, Employee must be employed on the date any annual cash bonus is paid in order to earn and receive each such bonus.
4.3 Retention
Bonus Related to a Change in Control Event. In the event the Parent Corporation enters into a definitive binding agreement for the
sale or other disposition of the Company that constitutes a Change in Control (as defined in the 2019 Equity Incentive Plan), Employee
will receive a retention bonus (the “Retention Bonus”) in an amount equal to fifty percent (50%) of Employee’s annual
Base Salary as in effect at the time of the closing of the Change in Control, payable on or within thirty calendar days following the
closing of such transaction (subject to any required withholding for federal, state or local income and wage taxes); with payment contingent
on Employee’s continued employment through the date of the closing of the Change in Control transaction. For these purposes if
Employee’s employment is terminated prior to such closing by the Company without Cause or by Employee for Good Reason, Employee
shall be treated for these purposes as though employed through the closing of the Change in Control transaction. If Employee’s
employment is terminated by the Company without Cause prior to the closing of the Change in Control transaction, Base Salary will determined
by reference to Base Salary as in effect immediately prior to such termination of employment. If Employee terminates employment for Good
Reason prior to the closing of the Change in Control, Base Salary will be defined as Employee’s Base Salary in effect immediately
prior to the occurrence of the condition that gave rise to a right to resign for Good Reason. The Retention Bonus will not be payable
if the Employee’s employment terminates prior to the closing of the Change in Control transaction for any reason other than a termination
by the Company without Cause or by Employee for Good Reason.
4.4 Equity-Based
Compensation. Except to the extent expressly modified by the terms of this Agreement, and notwithstanding Section 9.1 of this
Agreement (the “Integration Clause”) all equity-based awards granted by the Company or the Parent Corporation to Employee
prior to the Restatement Effective Date (including, but not necessarily limited to those equity grants and/or awards made by virtue of
and as part of the Prior Employment Agreement) shall remain in full force and effect under the terms of the plan or plans pursuant to
which such grants were made and the terms of the applicable award agreements used to make such grants. In addition, subject to approval
by the administrator of the Vireo Health International Inc. 2019 Equity Incentive Plan (the “2019 Plan”), the Company shall
cause Employee to be issued an option for one million (1,000,000) shares of Parent Corporation stock with a purchase price set at fair
market value per share on the date of grant and subject to a vesting schedule such that the option becomes vested and exercisable with
respect to five hundred thousand (500,000) shares on the first (1st) anniversary of the Restatement Effective Date, and for the remaining
number of shares subject to such option on the second (2nd) anniversary of the Restatement Effective Date; subject to Employee’s
continued employment by the Company or an affiliate of the Company on the relevant vesting date.
4.5 Employee
Benefits. While Employee is employed by the Company, Employee shall be entitled to participate in the retirement plans, health plans,
and all other employee benefits made available by the Company, and as they may be changed from time to time. Employee acknowledges and
agrees that Employee will be subject to all eligibility requirements and all other provisions of these benefits plans, and that the Company
is under no obligation to Employee to establish and maintain any employee benefit plan in which Employee may participate. The terms and
provisions of any employee benefit plan of the Company are matters within the exclusive province of the Board, subject to applicable
law.
4.6 Paid
Time Off. While Employee is employed by the Company, Employee shall have available unlimited personal time off in accordance with
the Company’s policies then in effect. Paid time off may be used for illness or other personal business, or as vacation time off
at such times so as not to materially disrupt the operations of the Company. Paid time off is intended to be used, not stored, and these
days shall in no event be converted to cash, nor shall any unused days be paid to Employee upon termination of Employee’s employment
under this Agreement.
4.7 Business
Expenses. While Employee is employed by the Company, the Company shall reimburse Employee for all reasonable and necessary out-of-pocket
business, travel and entertainment expenses incurred by Employee in the performance of Employee’s duties and responsibilities hereunder,
subject to the Company’s normal policies and procedures for expense verification and documentation.
5. Termination
of Employment.
5.1 Termination
of Employment Events. Employee’s employment with the Company is at-will. Employee’s employment with the Company will
terminate immediately upon:
(a) The
date of Employee’s receipt of written notice from the Company of the termination of Employee’s employment (or any later date
specified in such written notice from the Company);
(b) Employee’s
abandonment of Employee’s employment or the effective date of Employee’s resignation for Good Reason (as defined below) or
any other reason (as specified in written notice from Employee);
(c) Employee’s
Disability (as defined below); or
(d) Employee’s
death.
5.2 Termination
Date. The date upon which Employee’s termination of employment with the Company is effective is the “Termination Date.”
5.3 Resignation
From Positions. Unless otherwise requested by the Board in writing, upon Employee’s termination of employment with the Company
for any reason Employee shall automatically resign as of the Termination Date from all titles, positions and appointments Employee then
holds with the Company, whether as an officer, director, trustee or employee (without any claim for compensation related thereto), and
Employee hereby agrees to take all actions necessary to effectuate such resignations.
6. Payments
Upon Termination of Employment.
6.1 Termination
of Employment Without Cause or for Good Reason Not Subject to Special Change in Control Provisions. If Employee’s employment
with the Company is terminated by the Company for any reason other than for Cause (as defined in Section 6.4), or by Employee for
Good Reason (as defined in Section 6.6), and such termination is not subject to Section 6.2, the Company shall, in addition
to paying Employee’s Base Salary and other compensation earned through the Termination Date, and subject to Section 6.9:
(a) Pay
to Employee as severance pay an amount equal to two hundred percent (200%) of Employee’s annualized Base Salary as of the Termination
Date, less all legally required and authorized deductions and withholdings, payable in substantially equal installments in accordance
with the Company’s regular payroll cycle during the twenty-four (24) month period immediately following the Termination Date, provided,
however, that any installments that otherwise would be payable on the Company’s regular payroll dates between the Termination Date
and the 45th calendar day after the Termination Date will be delayed until the Company’s first regular payroll date that is more
than forty-five (45) calendar days after the Termination Date and included with the installment payable on such payroll date (the “Severance
Payments”); and
(b) If
Employee is eligible for and takes all steps necessary to continue Employee’s group health insurance coverage with the Company
following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), pay for the portion
of the premium costs for such coverage that the Company would pay if Employee remained employed by the Company, at the same level of
coverage that was in effect as of the Termination Date, through the earliest of: (i) the eighteen (18) month anniversary of the
Termination Date, (ii) the date Employee becomes eligible for group health insurance coverage from any other employer, or (iii) the
date Employee is no longer eligible to continue Employee’s group health insurance coverage with the Company under applicable law
(“Pre-CIC Benefits Continuation Payments”).
(c) In
addition, following any termination by the Company without Cause or resignation by Employee for Good Reason, all outstanding equity grants
held by Employee as of such Termination Date that are not otherwise vested shall become vested (and, in the case of stock options, immediately
exercisable).
6.2 Termination
of Employment Without Cause or for Good Reason Within Twelve (12) Months After a Change in Control. If Employee’s employment
with the Company is terminated by the Company for any reason other than for Cause, or by Employee for Good Reason, and the Termination
Date occurs because of a Change in Control which occurs during Employee’s employment orbefore the twelve (12) month anniversary
of such Change in Control, then the Company shall, in addition to paying Employee’s Base Salary and other compensation earned through
the Termination Date, and subject to Section 6.9:
(a) Provide
all payments and benefits provided for under Section 6.1; and
(b) pay
up to $10,000.00 for outplacement services by an outplacement services provider selected by Employee, with any such amount payable by
the Company directly to the outplacement services provider or reimbursed to Employee, in either case subject to Employee’s submission
of appropriate receipts before the twelve (12) month anniversary of the Termination Date (the “Outplacement Payments”).
6.3 Other
Termination of Employment Events. If Employee’s employment with the Company is terminated by the Company or Employee by reason
of:
(a) Employee’s
abandonment of Employee’s employment or Employee’s resignation for any reason other than Good Reason;
(b) termination
of Employee’s employment by the Company for Cause; or
(c) Employee’s
death or Disability,
then the Company shall pay to Employee or Employee’s
beneficiary or Employee’s estate, as the case may be, Employee’s Base Salary and other compensation earned through the Termination
Date and Employee shall not be eligible or entitled to receive any severance pay or benefits from the Company. Notwithstanding anything
stated above, should Employee become unable to perform the essential functions of her role due to a Disability (as defined below), Employee
will be paid salary continuation for a period of twelve (12) months, less all legally required and authorized deductions and withholdings,
payable in accordance with the Company’s regular payroll cycle during the twelve (12) month period immediately following the Termination
Date.
6.4 Cause
Defined. “Cause” hereunder means:
(a) Employee’s
material failure to perform Employee’s job duties competently as reasonably determined by the Board and as set forth in any applicable
job descriptions for Employee;
(b) gross
misconduct by Employee which the Board reasonably determines is (or will be if continued) demonstrably and materially damaging to the
Company;
(c) fraud,
misappropriation, or embezzlement by Employee;
(d) an
act or acts of dishonesty by Employee and intended to result in gain or personal enrichment of Employee at the expense of the Company;
(e) Employee’s
conviction of or plea of nolo contendere to a felony regardless of whether involving the Company and whether or not committed during
the course of Employee’s employment, other than with respect to any criminal penalties related to the illegality of possessing
or using Marijuana under the Controlled Substance Act, 21 U.S.C. Section 812(b);
(f) Employee’s
violation of the Company’s Code of Conduct, Employee Handbook or other material written policy, as reasonably determined by the
Board; or
(g) the
material breach of this Agreement of the Restrictive Covenants Agreement by Employee.
With respect to Section 6.4(a) and
Section 6.4(f), the Company shall first provide Employee with written notice and an opportunity to cure such breach, if curable,
in the reasonable discretion of the Board, and identify with specificity the action needed to cure within fifteen (15) calendar days
of Employee’s receipt of written notice from the Company. If the Company terminates Employee’s employment for Cause pursuant
to this Section 6.4, then Employee shall not be eligible or entitled to receive any severance pay or benefits from the Company.
6.5 Change
in Control Defined. “Change in Control” hereunder has the same meaning such term has in the 2019 Plan, provided however,
that for the purposes of this Agreement, a Change in Control is limited to the occurrence set forth in Section 2(f)(iii) of
the 2019 Plan. It is expressly agreed that no other Change in Control as defined in Section 2(f) of the Plan will constitute
a Change in Control for the purposes of this Agreement.
6.6 Good
Reason Defined. “Good Reason” hereunder means the initial occurrence of any of the following events without Employee’s
consent:
(a) a
material diminution in the Employee’s responsibilities, authority or duties for any of the positions held by Employee as set forth
in Section 1.1(b) and 1.1(c) of the Agreement (without taking into account a change in Employee’s title in and
of itself);
(b) a
material diminution in the Employee's Base Salary, other than a general reduction in base salaries that affects all similarly situated
Company employees in substantially the same proportions;
(c) a
relocation of the Employee’s principal place of employment that increases Employee’s commute and is more than fifty (50)
miles from Employee’s principal place of employment on the Restatement Effective Date; or
(d) the
material breach of this Agreement by the Company.
provided, however, that “Good Reason”
shall not exist unless Employee has first provided written notice to the Company of the initial occurrence of one or more of the conditions
under clauses (a) through (d) above within thirty (30) calendar days of the condition’s occurrence, such condition
is not fully remedied by the Company within thirty (30) calendar days after the Company’s receipt of written notice from Employee,
and the Termination Date as a result of such event occurs within ninety (90) calendar days after the initial occurrence of such event.
6.7 Disability
Defined. “Disability” means any medically determinable physical or mental impairment that causes Employee to be unable
to engage in any substantial gainful activity and that impairment is expected to result in death or can be expected to last for a continuous
period of twelve months or longer and also qualifies as a “disability” for purposes of Code Section 409A.
6.8 The
Company’s Sole Obligation. In the event of termination of Employee’s employment, the sole obligation of the Company to
provide Employee with severance pay or benefits shall be its obligation to make the payments called for by Section 6.1 or Section 6.2,
as the case may be, and the Company shall have no other severance-related obligation to Employee or to Employee’s beneficiary or
Employee’s estate. For avoidance of doubt, nothing in this Section 6.8 affects Employee’s right to receive any amounts
due under the terms of any employee benefit plans or programs (other than any severance-related plan or program) then maintained by the
Company in which Employee participates.
6.9 Conditions
To Receive Payments. Notwithstanding the foregoing provisions of this Section 6, the Company will not be obligated to provide
to Employee any severance pay or benefits described in Sections 6.1 or 6.2 unless (a) Employee signs a release of claims in favor
of the Company in a form to be prescribed by the Company (the “Release”), (b) all applicable consideration periods
and rescission periods provided by law with respect to the Release have expired without Employee rescinding the Release, and (c) Employee
is in strict compliance with the terms of this Agreement and the Restrictive Covenants Agreement and any other written agreement between
Employee and the Company.
7. Section 409A
and Taxes Generally.
7.1 Taxes.
The Company is entitled to withhold on and report the making of such payments as may be required by law as determined in the reasonable
discretion of the Company. Except for any tax amounts withheld by the Company from any compensation that Employee may receive in connection
with Employee’s employment with the Company and any employer taxes required to be paid by the Company under applicable laws or
regulations, Employee is solely responsible for payment of any and all taxes owed in connection with any compensation, benefits, reimbursement
amounts or other payments Employee receives from the Company under this Agreement or otherwise in connection with Employee’s employment
with the Company. The Company does not guarantee any particular tax consequence or result with respect to any payment made by the Company.
7.2 Section 409A.
This Agreement is intended to provide for payments that satisfy, or are exempt from, the requirements of Section 409A, including
Sections 409A(a)(2), (3) and (4) of the Internal Revenue Code of 1986, as amended (the “Code”) and current and
future guidance and regulations interpreting such provisions, and should be interpreted accordingly. In furtherance of the foregoing,
the provisions set forth below shall apply notwithstanding any other provision in this Agreement:
(a) all
payments to be made to Employee hereunder, to the extent they constitute a deferral of compensation subject to the requirements of Section 409A
(after taking into account all exclusions applicable to such payments under Section 409A), shall be made no later, and shall not
be made any earlier, than at the time or times specified in this Agreement or in any applicable plan for such payments to be made, except
as otherwise permitted or required under Section 409A;
(b) the
date of Employee’s “separation from service”, as defined in Section 409A (and as determined by applying the default
presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of Employee’s termination of employment for
purposes of determining the time of payment of any amount that becomes payable to Employee related to Employee’s termination of
employment under Sections 10(a), 10(b) or 10(c), and any reference to Employee’s “Termination Date” or “termination”
of Employee’s employment in Section 6.1 or Section 6.2 shall mean the date of Employee’s “separation from
service”, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii));
(c) in
the case of any amounts payable to Employee under this Agreement that may be treated as payable in the form of “a series of installment
payments”, as defined in Treas. Reg. §1.409A- 2(b)(2)(iii), Employee’s right to receive such payments shall be treated
as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii);
(d) to
the extent that the reimbursement of any expenses eligible for reimbursement or the provision of any in-kind benefits under any provision
of this Agreement would be considered deferred compensation under Section 409A (after taking into account all exclusions applicable
to such reimbursements and benefits under Section 409A): (i) reimbursement of any such expense shall be made by the Company
as soon as practicable after such expense has been incurred, but in any event no later than December 31st of the year following
the year in which Employee incurs such expense; (ii) the amount of such expenses eligible for reimbursement, or in-kind benefits
to be provided, during any calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits
to be provided, in any calendar year; and (iii) Employee’s right to receive such reimbursements or in-kind benefits shall
not be subject to liquidation or exchange for another benefit;
(e) to
the extent any payment or delivery otherwise required to be made to Employee hereunder on account of Employee’s separation from
service is properly treated as paid pursuant to a nonqualified deferred compensation plan subject to Section 409A after taking
into account all exclusions applicable to such payment and delivery under Section 409A, and if Employee is a “specified employee”
under Section 409A at the time of Employee’s separation from service, then such payment and delivery shall not be made prior
to the first business day after the earlier of (i) the expiration of six months from the date of Employee’s separation from
service, or (ii) the date of Employee’s death (such first business day, the “Delayed Payment Date”), and on the
Delayed Payment Date, there shall be paid or delivered to Employee or, if Employee has died, to Employee’s estate, in a single
payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash lump sum, an amount
equal to aggregate amount of all payments delayed pursuant to the preceding sentence. Except for any tax amounts withheld by the Company
from the payments or other consideration hereunder and any employment taxes required to be paid by the Company, Employee shall be responsible
for payment of any and all taxes owed in connection with the consideration provided for in this Agreement; and
(f) the
Parties agree that this Agreement may be amended, as may be necessary to fully comply with, or to be exempt from, Section 409A
and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost
to either Party.
8. Miscellaneous.
8.1 Integration.
This Agreement and the Restrictive Covenants Agreement embody the entire agreement and understanding among the Parties relative to subject
matter hereof and combined supersede all prior agreements and understandings relating to such subject matter except as to prior equity
grants and/or awards made to Employee prior to the Restatement Effective Date as described and summarized in Section 4.4 of this
Agreement, including but not limited to any earlier offers to Employee by the Company; provided, however, this Agreement and the Restrictive
Covenants Agreement are not intended to supersede or otherwise affect the Equity Incentive Plan or any Award Agreement (as defined in
the Equity Incentive Plan), each of which shall remain in effect in accordance with its terms.
8.2 Applicable
Law. All matters relating to the interpretation, construction, application, validity and enforcement of this Agreement are governed
by the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule, whether of the State
of Minnesota or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Minnesota.
8.3 Choice
of Jurisdiction. Employee and the Company consent to jurisdiction of the courts of the State of Minnesota and/or the federal district
courts, District of Minnesota, for the purpose of resolving all issues of law, equity, or fact, arising out of or in connection with
this Agreement or Employee’s employment with the Company or the termination of such employment. Any action involving claims for
interpretation, breach or enforcement of this Agreement or related to Employee’s employment with the Company or the termination
of such employment shall be brought in such courts. Each Party consents to personal jurisdiction over such Party in the state and/or
federal courts of Minnesota and hereby waives any defense of lack of personal jurisdiction or inconvenient forum.
8.4 Employee’s
Representations. Employee represents that Employee is not subject to any agreement or obligation that would prevent or limit Employee
from entering into this Agreement or that would be breached upon performance of Employee’s duties under this Agreement, including
but not limited to any duties owed to any former employers not to compete. If Employee possesses any information that Employee knows
or should know is considered by any third party, such as a former employer of Employee’s, to be confidential, trade secret, or
otherwise proprietary, Employee shall not disclose such information to the Company or use such information to benefit the Company in
any way.
8.5 Counterparts.
This Agreement may be executed in several counterparts and as so executed shall constitute one agreement binding on the Parties.
8.6 Assignment
and Successors. The rights and obligations of the Company under this Agreement shall inure to the benefit of and will be binding
upon the successors and assigns of the Company. Neither Party may, without the written consent of the other Party, assign or delegate
any of its rights or obligations under this Agreement except that the Company may, without any further consent of Employee, assign or
delegate any of its rights or obligations under this Agreement to any corporation or other business entity (a) with which the Company
may merge or consolidate, (b) to which the Company may sell or transfer all or substantially all of its assets or capital stock
or equity, or (c) any affiliate or subsidiary of the Company. After any such assignment or delegation by the Company, the Company
will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be the “Company” for
purposes of all terms and conditions of this Agreement, including this Section 8.6. Employee may not assign this Agreement or any
rights or obligations hereunder. Any purported or attempted assignment or transfer by Employee of this Agreement or any of Employee’s
duties, responsibilities, or obligations hereunder is void.
8.7 Modification.
This Agreement shall not be modified or amended except by a written instrument signed by the Parties.
8.8 Severability.
The invalidity or partial invalidity of any portion of this Agreement shall not invalidate the remainder thereof, and said remainder
shall remain in fully force and effect.
8.9 Opportunity
to Obtain Advice of Counsel. Employee acknowledges that Employee has been advised by the Company to obtain legal advice prior to
executing this Agreement, and that Employee had sufficient opportunity to do so prior to signing this Agreement.
8.10 280G
Limitations. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee (a) constitute
“parachute payments” within the meaning of Section 280G of the Code and (b) would be subject to the excise tax
imposed by Code Section 4999, then such benefits shall be either be: (i) delivered in full, or (ii) delivered as to
such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Code Section 4999,
whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise
tax imposed by Code Section 4999, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of such benefits may be subject to excise tax under Code Section 4999. Any determination
required under this Section 8.10 will be made in writing by an accounting firm selected by the Company or such other person or
entity to which the Parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon Employee
and the Company for all purposes. For purposes of making the calculations required by this Section 8.10, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning
the application of Code Sections 280G and 4999. The Company and the Employee shall furnish to the Accountants such information and documents
as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated by this Section 8.10. Any reduction in payments and/or benefits
required by this Section 8.10 shall occur in the following order: (A) cash payments shall be reduced first and in reverse
chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax
will be the first cash payment to be reduced; (B) accelerated vesting of stock awards, if any, shall be cancelled/reduced next
and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will
be reduced first), with full- value awards reversed before any stock option or stock appreciation rights are reduced; and (C) deferred
compensation amounts subject to Section 409A shall be reduced last.
This Agreement was voluntarily
and knowingly executed by the Parties effective as of the Restatement Effective Date first set forth above.
| Dated: October 9, 2024 |
VIREO GROWTH INC. |
| |
|
| |
By: |
/s/ Kyle Kingsley |
| |
Its: |
Executive Chairman of the Board |
| |
|
| Dated: October 8, 2024 |
VIREO HEALTH, INC. |
| |
|
| |
By: |
/s/ Kyle Kingsley |
| |
Its: |
|
| |
|
| Dated: October 8, 2024 |
EMPLOYEE |
| |
|
| |
By: |
/s/ Amber Shimpa |
| |
|
Amber Shimpa |
Exhibit 99.1
Vireo Growth Inc. Announces Leadership
Transition
10/10/2024
– Amber
Shimpa promoted to the role of Chief Executive Officer –
– Josh
Rosen resigns from leadership and governance roles and retained as advisor –
MINNEAPOLIS, Oct. 10, 2024 (GLOBE
NEWSWIRE) -- Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), a cannabis company committed
to providing safe access, quality products and great value to its customers, today announced several leadership updates. Amber Shimpa,
who has been with the Company since 2014 in various leadership roles of increasing responsibility, has been promoted to the role of Chief
Executive Officer, effective immediately.
Josh Rosen has resigned from the Company's
Board of Directors and as the Company's Chief Executive Officer and interim Chief Financial Officer, effective immediately, to focus
on his other business ventures. Mr. Rosen was first elected to the Board in August 2021, and appointed to executive leadership
roles in November 2022, including, most recently, the roles of Chief Executive Officer and interim Chief Financial Officer. The
Company has engaged Mr. Rosen going forward with a consulting agreement.
Joe Duxbury has been appointed as Interim
Chief Financial Officer while the Company searches for a permanent replacement. Mr. Duxbury has been with the Company since 2019
in financial and accounting roles of increasing responsibility, and most recently was serving as Vice President of Finance leading external
reporting and investor relations.
Executive Chairman Kyle Kingsley, M.D.,
commented, “We are very pleased to announce Amber Shimpa as Vireo’s next Chief Executive Officer. Amber is a natural leader
and has become an invaluable executive for the organization during her tenure as President, and we look forward to her continued contributions
as CEO. I would also like to thank Josh for his stewardship of the Company through some very challenging circumstances and for his support
of Amber in this transition. We wish Josh continued success in his next chapter.”
Amber Shimpa commented, “I am
exceptionally proud to lead Vireo as Chief Executive Officer and excited to continue working with our teams in Minnesota, Maryland and
New York to drive our organization forward. We believe Vireo has a very bright future, beginning with the launch of adult-use sales in
Minnesota next year, and I look forward to helping our teams continue achieving many more major milestones in the years ahead.”
Josh Rosen said, “I’m proud
of what Vireo has accomplished over the last two years, most notably the diligence and camaraderie of the team that drove the financial
and operational improvements. Through our work together executing our CREAM & Fire strategy, it’s clear that Amber has
the right combination of leadership, communication skills and experience to take the helm of Vireo. This is a natural transition for
Amber as she’s largely been performing many of these duties already, and I’m excited to get back to focusing full-time on
investing and advising with Bengal Capital.”
The Company also announced that it has
mutually agreed to terminate its advisory agreement with Grown Rogue International, Inc. effective September 30, 2024. As part
of the termination agreement, Vireo forfeited 4.5 million of the 8.5 million Grown Rogue warrants the Company received as part of the
advisory agreement. Amber Shimpa noted, “From the outset, the Grown Rogue team rolled up their sleeves and collaborated as trusted
advisors and teammates and we are appreciative of their contributions to our business, including their help with upgrading our internal
talent and capabilities. Despite ending our formal agreement, we look forward to remaining friendly industry peers.”
About Vireo Growth Inc.
Vireo was founded as a pioneer in medical
cannabis in 2014 and we are fueled by an entrepreneurial drive that sustains our ongoing commitment to serve and delight our key stakeholders,
most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate.
We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent
capital and human resource allocation. For more information, please visit www.vireogrowth.com.
Contact Information
Media Inquiries:
Amanda Hutcheson
Senior Manager, Communications
amandahutcheson@vireogrowth.com
(919) 815-1476
Investor Inquiries:
Joe Duxbury
Interim Chief Financial Officer
investor@vireogrowth.com
(612) 314-8995
Forward-Looking Statement Disclosure
This press release contains “forward-looking
information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking
information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian
securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may
not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information
contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,”
“would,” “looking forward,” “may,” “continue,” “expect,” “expected,”
“will,” “likely,” “subject to,” “transformation,” and “pending,” variations
of such words and phrases, or any statements or clauses containing verbs in any future tense. Forward-looking statements in this press
release include statements regarding the Company’s launch of adult-use sales in Minnesota and Vireo’s potential for future
growth. These statements should not be read as guarantees of future performance or results. Forward-looking information includes both
known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company
or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking
statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without
limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K filed
with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s
current expectations. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not
certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments,
as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the
current and future regulatory environment, and the availability of licenses, approvals and permits.
Although the Company believes that the
expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance
on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments
may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties
that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and
uncertainties include, but are not limited to: risks related to the timing and content of adult-use legislation in markets where the
Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the
Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including
federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such
laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent
in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business;
liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to
meet the demand for flower in Minnesota; risk of failure in the lawsuit with Verano and the cost of that litigation; our ability to dispose
of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company's Form 10-K for the year ended
December 31, 2023, which is available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities
regulators and available under the Company's profile on SEDAR at www.sedar.com.
The statements in this press release
are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements
or forward-looking information to reflect events or circumstances after the date of such statements.
Source: Vireo Growth Inc.
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