**Goodness Growth Enters Merger Agreements with Deep Roots, Proper, and Wholesome; Appoints New CEO and CFO**

On December 17, 2024, Vireo Growth Inc. (OTCMKTS: GDNSF) announced the signing of definitive merger agreements with three companies – Deep Roots Holdings, Proper Holdings Management, and WholesomeCo. The agreements outline a business combination transaction where new wholly owned subsidiaries will merge with each of the entities. The deals include the Deep Roots Merger, the Proper Mergers, and the Wholesome Merger, collectively known as the “Mergers.”

Each merger is structured as an all-share transaction, with consideration based on an estimated multiple of the 2024 “Reference EBITDA” for Deep Roots, Proper, and Wholesome. Former stockholders of these companies may qualify for earnout payments post-2026 based on Adjusted EBITDA growth compared to Reference EBITDA. Earnouts will be made using share prices reflecting specific criteria laid out in the agreements.

Moreover, clawback provisions are in place for up to 50% of the upfront merger consideration in case of underperformance compared to specific metrics. The Company also disclosed a Memorandum of Understanding with Bill’s Nursery for a proposed merger and a Subscription Agreement with investors to raise $75 million by issuing 120,000,000 subordinate voting shares.

In a series of executive moves, John Mazarakis has been appointed as the new CEO and Co-Executive Chairman, and Tyson Macdonald joins as the CFO. Joseph Duxbury transitioned to Chief Accounting Officer, while Amber Shimpa resigned as CEO but will continue to serve as President. Additionally, a press release was issued alongside a conference call on December 18, 2024, to discuss these strategic developments.

This reporting on Goodness Growth’s recent actions includes forward-looking statements, the use of non-GAAP financial metrics, and adheres to Regulation G and other regulatory disclosure requirements. The agreements and appointments mark significant steps in the growth and restructuring strategy of the company as it positions itself in the evolving market landscape.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Goodness Growth’s 8K filing here.

About Goodness Growth

Goodness Growth Holdings, Inc operates as a cannabis company in the United States. The company cultivates, processes, and distributes medical and adult-use cannabis products. It sells cannabis products through its network of Green Goods and other Goodness Growth branded retail dispensaries and third-party dispensaries in Maryland, Minnesota, and New York.