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Vireo Health, Inc. Announces the Closing of Initial Tranche of Private Placement for Gross Proceeds of US$16M

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MINNEAPOLIS, Aug. 07, 2018 (GLOBE NEWSWIRE) -- Vireo Health, Inc. ("Vireo" or the "Company"), a physician-led medical cannabis company, is pleased to announce that it has completed an initial tranche of a private placement of Series D preferred shares (the Series D Shares), issuing 357,634 Series D Shares for gross proceeds of US$16,093,545.00 (the "Offering"). Vireo expects to complete a final tranche of the Offering in the coming weeks, which will bring the total gross proceeds raised under the Offering to US$17,250,000.  Eight Capital is acting as Vireo's exclusive agent and bookrunner in connection with the Offering.

Vireo operates subsidiary companies in Minnesota, New York and Pennsylvania, with a workforce of more than 150 employees, and intends to use the proceeds of the Offering to finance its expansion plans in existing and new US markets.

"This Offering will allow Vireo to continue to fulfill its compassionate mission of helping patients safely alleviate pain with cannabis and execute on our aggressive growth plans leading to a public listing in Canada" said, Kyle Kingsley, M.D, Vireo's Chairman & Chief Executive Officer.

Due to high investor demand, the Offering was up-sized from its original amount of US$12 million.

Pursuant to liquidity warrants issued to subscribers of Series D Shares under the Offering, if the Company does not complete a Liquidity Event (as defined below) prior to March 20, 2019, holders of Series D Shares will receive an additional 0.1 of a Series D Share for each Series D Share held, for no additional consideration.

A "Liquidity Event" means either (i) a transaction with a company that is a reporting issuer in at least one jurisdiction of Canada, by way of any business combination or other similar transaction, or (ii) an initial public offering ("IPO"), pursuant to which Vireo's Common Stock (or the common stock of the resulting issuer) is listed on the Canadian Securities Exchange ("CSE") or another exchange as mutually agreed upon by the Company and Eight Capital.

About Vireo:
Vireo Health, Inc. ("Vireo"), a physician-led multi-state medical cannabis company, is committed to safely alleviating pain by providing patients with best-in-class cannabis products and compassionate care. Vireo subsidiary companies cultivate cannabis in environmentally friendly greenhouses, manufacture pharmaceutical-grade cannabis extracts in state-of-the-art labs, and offer their products for sale to qualifying patients at retail dispensaries and online. For more information, please visit vireohealth.com.

Media Contact:
Andrew Mangini
T: 518-326-6400
E: andrew@gramcomm.com

Investor Contact:
Vireo Health, Inc.
Amber Shimpa, CFO
T: 612-999-1606
E: investor@vireohealth.com

Cautionary Note Regarding Forward-Looking Information:
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Vireo with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Vireo's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Vireo believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Vireo and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Vireo has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Vireo does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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