Planet 13 Holdings Inc. Merger Agreement

Planet 13 Holdings Inc. has entered into an Agreement and Plan of Merger with Vireo Growth Inc. and Supernova Merger Sub Inc. The merger agreement outlines the terms and conditions for Vireo Growth Inc. to acquire all outstanding equity interests of Planet 13 Holdings Inc. Upon completion of the merger, Planet 13 Holdings Inc. will survive as a wholly owned subsidiary of Vireo Growth Inc. The merger consideration for each share of Planet 13 common stock will be 0.015383618 shares of Vireo Growth Inc. subordinate voting shares. The agreement details the treatment of company equity awards and warrants, representations and warranties, covenants, closing conditions, non-solicitation provisions, termination rights, and a termination fee of $1,800,000 under specified circumstances. The transaction is subject to customary closing conditions, including stockholder approval and regulatory approvals. Voting and lock-up agreements have been entered into concurrently with the merger agreement by key individuals and affiliates.