Good morning and welcome to the Vireo Growth Inc. management update call. The company would like to remind everyone that today's conference call may contain forward-looking statements within the meaning of U.S. and Canadian securities laws. These statements are based on management's current expectations and involve risks and uncertainties that could differ materially from actual events and those described in such forward-looking statements. For more information on forward-looking statements, please refer to the cautionary note regarding forward-looking statements in the company's earnings release. I will now hand over to President Amber Shimpa.
Thank you, Ellie, and good morning to everyone who is joining today's call and webcast. Please note that we have provided a presentation detailing today's announcements on our investor relations website, which we will refer to throughout today's call. To begin, I would like to first extend a warm welcome to our new Co-Executive Chairman and Chief Executive Officer, John Mazarakis. Today, we are excited to discuss the series of transformational corporate events that we announced earlier this morning that position Vireo for a new phase of growth and value creation for all of our stakeholders. I want to thank the teams at Deep Roots, Wholesome, Proper Cannabis, Arches, and The Flowery, who have worked tirelessly to help bring this transaction together. We believe the combination of platforms and leaders, alongside a substantial capital raise, will generate significant value for our shareholders.
I will now turn the call over to John to take us through the transactions in more detail.
Thank you, Amber. I'm excited to be joining the team here at Vireo on the ground floor of what we anticipate being a major shift in the business and industry. We believe the new leadership team, our revitalized balance sheet, the addition of four best-in-class local operators, plus a highly differentiated technology platform, will position the company well to create long-term value for all of our stakeholders. The corporate events we're announcing today dramatically increase Vireo's size and balance sheet strength, positioning Vireo well for future investment in M&A, and deliver a diverse asset portfolio in highly attractive markets. We will go into each of these corporate events in more detail in the subsequent slides. Please turn to slide six for an overview of leadership updates. In addition to my appointment, we're excited to announce Tyson Macdonald as CFO.
Tyson brings a wealth of experience from various roles around the cannabis industry with over 20 years of strategy and investment experience working with both startups and mature public companies. Tyson and I look forward to supporting our local operating partners as part of our new operating model, which empowers decision-making at the local market level. On slide seven, we provide a summary of the capital raise disclosed in today's press release, which generates approximately $75 million of cash proceeds. This equity raise is being accomplished at a very substantial premium of approximately 170% of yesterday's closing price. We think this is an outstanding outcome for Vireo, its shareholders, and will unlock significant opportunity for our expanded platform.
After accounting for the equity raise and pending M&A, we anticipate a pro forma estimated net debt balance of approximately $78 million, which represents a 0.8 times net debt to 2024 EBITDA multiple. Moving on to slide eight, as disclosed in today's press release, we're in the process of acquiring five companies via an all-stock transaction. The first four, Proper Cannabis, Deep Roots Harvest, Wholesome Co, and The Flowery, are operators who have established platforms in Missouri, Nevada, Utah, and Florida. The fifth target, Arches, is a proprietary cannabis technology platform, which provides a comprehensive suite of services across customer engagement, digital marketing, and delivery activation.
The Nevada, Missouri, Utah transactions are occurring at a 4.175x multiple of EBITDA, and Florida at 5.4, with an all-stock consideration being issued at an effective $0.52 per share, which again represents a favorable premium to the last share price as of market close yesterday. Each of these targets will also have the opportunity to earn incremental consideration after 2026, based on hitting certain performance thresholds and benchmarks. To the extent performance is not as planned, there is a clawback mechanism for the recoupment of a portion of the upfront consideration. The share consideration is subject to a 33-month lockup period, with a portion of the shares to be released in regular time intervals starting 12 months.
I'll now hand over the call to Tyson for a brief overview of our pro forma capitalization, state-by-state growth drivers, and benchmarks to other operators.
Thanks, John. Please turn to slide nine. I'd like to spend a couple of minutes discussing the implications of the M&A transactions and strategic equity infusion from a capitalization perspective. Pro forma for the M&A transactions and strategic equity infusion. Existing Vireo shareholders will own approximately 21% of pro forma Vireo, with the M&A targets owning approximately 68% and capital raise investors owning the remaining 11%. In connection with the M&A transaction and strategic equity infusion, pro forma Vireo will incur approximately $94 million of net debt from the targets, along with an incremental $75 million of capital raise proceeds. The total pro forma net debt will be approximately $78 million, representing a 0.8x net leverage multiple on 2024 estimated pro forma EBITDA.
Slide 10 demonstrates these transactions create a scaled, geographically diverse operator with exposure to seven states across medical and adult-use markets, each with unique growth prospects. On the next slide, we highlight some various growth drivers by state. In Maryland, we will continue to enhance cultivation efficiency in our wholesale business. Minnesota will benefit from the anticipated launch of adult-use in 2025, which will be supported by a planned build-out of a new indoor cultivation facility. Missouri will benefit from expanded cultivation capacity and the anticipated launch of delivery operations via Arches in 2025. In Nevada, we anticipate one dispensary opening and launch of delivery operations via Arches in 2025. Utah will benefit from continued expansion of delivery, driving outsized market share. Lastly, in Florida, there are four anticipated dispensary openings and a roll-out of same-day delivery expected in 2025.
The next few slides provide a comparison of pro forma Vireo to other industry operators. On a revenue and EBITDA basis, the transaction significantly enhances Vireo's scale, placing them amongst the largest operators in the space. Our enhanced scale is underpinned by industry-leading growth driven by market growth, market share gain, and already improved adult use transitions. On slide 14, you'll see that pro forma Vireo is supported by a strong balance sheet and ample liquidity of approximately $100 million, which creates significant financial flexibility. The transactions delevers the business by four turns on a net leverage basis. Additionally, our expanded geographic base further diversifies our revenue streams market exposure. In summary, we expect pro forma Vireo's robust financial profile to support improved access to capital as we look to continue to innovate and invest in growth opportunities in the future.
I'll now hand the call back to Amber for a more detailed overview of the transaction targets and their position in their respective markets.
Thanks, Tyson. Starting in Missouri, Proper currently operates 11 dispensaries and one cultivation facility with a concentration in the greater St. Louis area. Proper currently has one undeveloped license and is adding incremental retail along with roll-out delivery service via Arches platform. Deep Roots's footprint in Nevada consists of 10 dispensaries and two cultivation facilities after a recently completed acquisition. Deep Roots benefits from an attractive mix of locations, including two highly productive border stores in Mesquite and West Wendover. Turning to slide 16, WholesomeCo is one of the leading Utah operators due to the strength of its delivery business through the Arches platform. The delivery business is expected to continually drive total addressable market expansion and organic growth due to the limited number of dispensaries as well as social tailwinds.
In addition to its delivery business, WholesomeCo currently operates one dispensary and two cultivation facilities located across the state of Utah and holds one of 15 total dispensary licenses. Lastly, The Flowery is uniquely positioned as a premium supplier in Florida, driven by exclusivity with high-profile cannabis brands. They currently operate 10 dispensaries and are expected to open four additional dispensaries in 2025. Florida launched their medical marijuana program in 2016 with approximately 870,000 registered patients, which ranks first of the 39 markets with open patient registries. We anticipate the legalization of adult-use in Florida in the future, but are excited for The Flowery's prospects in the existing medical market. I'll conclude the presentation with an overview of the Arches technology platform. Arches is an omnichannel technology platform for delivery for cannabis operations with a comprehensive offering across point of sale, customer engagement, digital marketing, and delivery.
Arches is built on the following three core areas for success. The first is engagement, where they have traffic driven to the platform through download initiatives and other capabilities. The second is reach. Arches has an ability to unlock access to patients in competitive markets through delivery channels and incentivizing local customers through convenience of the platform's abilities. The last is defensibility. Arches is a best-in-class product that enhances customer loyalty and offers personalization, integrated rewards, robust shopping features, as well as UX analytics and brand representation. This all enables the Arches technology platform to be leveraged across Vireo's expanded platform to enhance in-store, pickup, and delivery distribution. We expect the launch of delivery operations in Missouri and Nevada via Arches in 2025. I will now hand the call back to John for some closing comments.
Thank you, Amber. To summarize, we believe this is an incredibly exciting transaction for all parties involved that can unlock value that neither Vireo nor the targets can unlock individually. By combining efforts, we're creating a premier, diversified cannabis company that is poised for growth and industry leadership. The combined company is expected to generate meaningful cash flow and maintain a very healthy balance sheet, which will power continued internal and external growth investments. I look forward to working with Tyson, Amber, Kyle, and the rest of the Vireo team to realize the upside value creation that is possible throughout this transaction. Thank you for joining us today. Now we will be pleased to take some of your questions. Thank you.
We are now opening the floor for question-and-answer session. If you'd like to ask a question, please press star, followed by one on your telephone keypad. That's star, followed by one on your telephone keypad. We'll pause for a brief moment and wait for the questions to come in. As of right now, we don't have any raised hands. We'd like to thank everyone for attending today's conference call. You may now disconnect. Have a wonderful day.