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FLUENT Corp Secures OSC Exemption for Shareholder Vote on Vireo Acquisition
On July 23 2026, FLUENT Corp. (CSE: FNT.U, OTCQB: CNTMF) announced that the Ontario Securities Commission (OSC) has granted it a discretionary exemption under Multilateral Instrument 61‑101 (MI 61‑101). The ruling eases the voting process for the proposed sale of FLUENT to Vireo Growth Inc. (CSE: VREO, OTCQX: VREOF), allowing all shareholders to vote on the transaction as a single class rather than on a class‑by‑class basis.
Under MI 61‑101, a majority of votes attached to each share class must normally be secured separately at a shareholder meeting. The OSC’s decision, which will be posted on FLUENT’s SEDAR+ profile and on the company’s website, removes that requirement for the current transaction. Shareholders who hold FLUENT’s Common Shares and Proportionate Voting Shares will now vote together, with the Proportionate Voting Shares counted on an as‑converted basis.
The shareholder meeting is scheduled for 9:30 a.m. Toronto time on July 28 2026 at the offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre – North Tower, 40 Temperance St., Toronto, Ontario. The record date for the meeting is June 12 2026. As of that date, William Smith, the only interested party in the transaction, beneficially owns 1,421,538 Proportionate Voting Shares (≈58 % of the class) and 64,189,527 Common Shares (≈10.5 % of the class). This gives Mr. Smith control over roughly 12.3 % of the votes attached to the issued Common Shares on an as‑converted basis.
Under the exemption, the arrangement must be approved by a majority of the votes cast by all shareholders present or represented by proxy, voting as a single class, excluding the votes attached to Mr. Smith’s shares or shares over which he exercises control. The OSC has granted this relief, and the company has extended the proxy‑deposit deadline to 10:00 a.m. Toronto time on July 27 2026.
In addition to shareholder approval, the arrangement requires a decision from the Ontario Superior Court of Justice (Commercial List) and the satisfaction or waiver of all other conditions. If the necessary approvals are obtained, the parties anticipate closing in the fourth quarter of 2026.
FLUENT is a consumer‑packaged‑goods cannabis retailer headquartered in Tampa, Florida. The company operates cultivation and manufacturing facilities in Florida, New York and Texas, and runs 34 retail locations. Its product portfolio includes brands such as MOODS, Knack, Wandr, Bag‑O and Hyer Kind. FLUENT’s common shares trade on the Canadian Securities Exchange under the symbol “FNT.U” and on the OTCQB Venture Market under “CNTMF”.
The acquisition, first announced on April 30 2026 and reiterated on July 17 2026, is an all‑stock transaction in which Vireo Growth Inc. will acquire all of FLUENT’s shares. The deal is expected to make Vireo the fourth‑largest multi‑state cannabis operator in the United States.
Key unresolved items remain: the court’s approval, the fulfillment of any remaining closing conditions, and the outcome of the shareholder vote. Once the vote is completed and the court’s conditions are met, the parties anticipate that the transaction will close in Q4 2026.
The OSC’s exemption reflects the regulator’s assessment that the transaction does not pose a significant risk to minority shareholders and that the parties have complied with the disclosure requirements of MI 61‑101. Investors and shareholders are encouraged to review the full disclosure documents available on FLUENT’s SEDAR+ profile and website before submitting proxies.
In summary, FLUENT Corp. has secured regulatory relief that simplifies the voting process for its proposed acquisition by Vireo Growth Inc. The shareholder meeting on July 28 2026 will determine whether the transaction proceeds, with the expectation that closing will occur in the fourth quarter of 2026 pending court approval and other conditions.
Under MI 61‑101, a majority of votes attached to each share class must normally be secured separately at a shareholder meeting. The OSC’s decision, which will be posted on FLUENT’s SEDAR+ profile and on the company’s website, removes that requirement for the current transaction. Shareholders who hold FLUENT’s Common Shares and Proportionate Voting Shares will now vote together, with the Proportionate Voting Shares counted on an as‑converted basis.
The shareholder meeting is scheduled for 9:30 a.m. Toronto time on July 28 2026 at the offices of Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre – North Tower, 40 Temperance St., Toronto, Ontario. The record date for the meeting is June 12 2026. As of that date, William Smith, the only interested party in the transaction, beneficially owns 1,421,538 Proportionate Voting Shares (≈58 % of the class) and 64,189,527 Common Shares (≈10.5 % of the class). This gives Mr. Smith control over roughly 12.3 % of the votes attached to the issued Common Shares on an as‑converted basis.
Under the exemption, the arrangement must be approved by a majority of the votes cast by all shareholders present or represented by proxy, voting as a single class, excluding the votes attached to Mr. Smith’s shares or shares over which he exercises control. The OSC has granted this relief, and the company has extended the proxy‑deposit deadline to 10:00 a.m. Toronto time on July 27 2026.
In addition to shareholder approval, the arrangement requires a decision from the Ontario Superior Court of Justice (Commercial List) and the satisfaction or waiver of all other conditions. If the necessary approvals are obtained, the parties anticipate closing in the fourth quarter of 2026.
FLUENT is a consumer‑packaged‑goods cannabis retailer headquartered in Tampa, Florida. The company operates cultivation and manufacturing facilities in Florida, New York and Texas, and runs 34 retail locations. Its product portfolio includes brands such as MOODS, Knack, Wandr, Bag‑O and Hyer Kind. FLUENT’s common shares trade on the Canadian Securities Exchange under the symbol “FNT.U” and on the OTCQB Venture Market under “CNTMF”.
The acquisition, first announced on April 30 2026 and reiterated on July 17 2026, is an all‑stock transaction in which Vireo Growth Inc. will acquire all of FLUENT’s shares. The deal is expected to make Vireo the fourth‑largest multi‑state cannabis operator in the United States.
Key unresolved items remain: the court’s approval, the fulfillment of any remaining closing conditions, and the outcome of the shareholder vote. Once the vote is completed and the court’s conditions are met, the parties anticipate that the transaction will close in Q4 2026.
The OSC’s exemption reflects the regulator’s assessment that the transaction does not pose a significant risk to minority shareholders and that the parties have complied with the disclosure requirements of MI 61‑101. Investors and shareholders are encouraged to review the full disclosure documents available on FLUENT’s SEDAR+ profile and website before submitting proxies.
In summary, FLUENT Corp. has secured regulatory relief that simplifies the voting process for its proposed acquisition by Vireo Growth Inc. The shareholder meeting on July 28 2026 will determine whether the transaction proceeds, with the expectation that closing will occur in the fourth quarter of 2026 pending court approval and other conditions.
