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FLUENT Corp.

private/Vireo Growth Inc.CSE: VREO

Vireo Growth to Acquire FLUENT in All-Stock Transaction

StockPre-proxyVote requiredhigh confidence

Key takeaways

  • Vireo Growth Inc. acquires FLUENT Corp. — 0.071× exchange ratio (stock).
Merger Arbeconomics, downside, days

Deal value

—

stock

Per-share offer

0.0705× shares

0.0705359 subordinate voting shares of Vireo per FLUENT share

Premium

—

Days to close

—

Term fee

$2M

ConsiderationStock
Detail0.0705359 subordinate voting shares of Vireo per FLUENT share
Exchange ratio0.0705× acquirer
AnnouncedApr 30, 2026
Days outstanding78d
Expected close—
Termination fee$2M
Reverse term fee—
Go-shop period—
Fiduciary outYes (board may consider Superior Proposals)
Financing conditionNo — fully committed
Debt commitment—
Insider lock-up38.3% via 1 support agreement

Support / voting agreements

  • ·Certain directors, officers and key shareholders of FLUENT— 38.30% locked up(target)
Timelineannounced → close

  1. Announced

    Apr 30, 2026

  2. Preliminary Proxy

    —

  3. Definitive Proxy

    —

  4. Record date

    —

  5. Shareholder vote

    —

  6. Expected close

    —

Vote Mechanicsrecord / mailing / vote
Vote required
Vote date—
Record date—
Mailing date—
Record → vote—
Thresholdat least two-thirds of the votes cast by the FLUENT Shareholders
Min approvalparsed66.67% of outstanding
Shares outstanding—
Insider lock-upgap to min: 28.4%38.30%
Regulatory & ConditionsHSR / EU / CFIUS / MAC

Regulatory approvals

Canadian Securities Exchange: pendingOTCQB Venture Market: pendingState Cannabis Regulators: pendingCanadian Court: pending

Closing conditions

  • Court approval under Business Corporations Act (Ontario)
  • Receipt of all required regulatory approvals in applicable cannabis markets
  • Completion of the Equitization (US$30 million debt-for-equity exchange)
  • Satisfaction of certain other closing conditions customary in transactions of this nature
  • FLUENT shareholder approval by two-thirds vote
Closing Conditionsapprovals · vote · financing · lockups
1 done · 1 pending · 2 total
  • Shareholder approval· at least two-thirds of the votes cast by the FLUENT Shareholders
  • ✓
    Financing· No financing condition
Interloper Riskcompeting bids, activist filers

No competing-bidder, activist, or dissident-proxy signals in the database for this target.

Advisors

No advisor data on record for this deal.

Filing Timelineevery filing on this issuer
  1. Apr 30, 2026this filing

    Vireo Growth to Acquire FLUENT in All-Stock Transaction

Sources
Press Release

Vireo Growth Inc. has agreed to acquire FLUENT Corp. in an all-stock transaction whereby FLUENT shareholders will receive 0.0705359 Vireo subordinate voting shares per FLUENT share held. The transaction is expected to close in Q4 2026, subject to shareholder approval (requiring two-thirds of votes cast), court approval, and regulatory approvals in applicable cannabis markets. FLUENT shareholders representing approximately 38.3% of outstanding shares have entered into voting support agreements with Vireo.

Item id: 7f22cbbb-5116-4fa7-9c87-ca3fc8343b10 · ingested Apr 30, 2026