SNDL Inc. enters into an offer agreement to acquire the assets of Superette

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SNDL Reaches Agreement as Part of Secured Credit Investment to Add to Multi-Brand Cannabis Retail Portfolio

CALGARY, Alta., August 31, 2022 /PRNewswire/ – SNDL Inc. (Nasdaq: SNDL) (“SNDL“or the”Company“) announced today that, in connection with the initial order obtained by Superette Inc., Superette Ontario Inc. and certain of its subsidiaries (collectively, “convenience store“) of the Ontario Superior Court of Justice (Commercial List) (the “To research“) on August 30, 2022 in accordance with the Companies Creditors Arrangement Act (Canada) (“CCAA proceedings“), he entered into a purchase and sale agreement with Superette (the “Stalking Horse OK“), under which it proposes to acquire substantially all of the business and assets of Superette through a hybrid asset purchase and reverse acquisition transaction. Superette intends to return in court on September 9, 2022 seek approval of, among other things, an Amended and Restated Initial Order and an Order Approving a Sale and Investment Solicitation Process (the “SISPSubject to court approval at the return hearing, the Stalking Horse deal will serve as a “stalking horse bid” (the “Horse auction approaching“) in the SISP, and shall be supervised by the Court and conducted by PricewaterhouseCoopers Inc., the court-appointed monitor of Convenience Store (the “Monitor“). The Stalking Horse Bid will set the floor or minimum acceptable bid for potential alternative bids to be submitted in the SISP, which is designed to obtain the highest and best bid for Superette’s business and assets. .

The assets to be acquired under the Stalking Horse agreement include six Superette retail stores in Toronto and Ottawa. Superette sells branded cannabis and non-cannabis products and has developed a leading position in the Canadian cannabis retail landscape through its experiential and localized retail experience. The Stalking Horse offer also provides for certain intellectual property rights on white label products under the Superette brand.

“We are excited about the opportunity to bring stability to the Superette retail business during the CCAA proceedings,” said Zach George, CEO of SNDL. “The Superette team has worked tirelessly to create an immersive and differentiated experience within the cannabis community and the offering aims to further strengthen SNDL’s position as a multi-banner cannabis retail operator. As part of the CCAA proceedings, we are committed to supporting Superette through the restructuring and ensuring the continuity and preservation of the Superette experience that consumers have come to know and love.”

For more information about the Superette brand, please visit https://superetteshop.com/.

Investment history

On February 9, 2022SNDL entered into a secured promissory note with Superette Inc. and certain subsidiaries, for an outstanding principal amount of $4.8 million (there “Funding“). The Financing enabled SNDL to pursue its investments in a multi-brand strategy.

As part of the CCAA proceedings, SNDL has also agreed to provide up to an additional amount $2.1 million in pre-CCAA and debtor-in-possession financing for Superette for a total amount of $6.9 million (the “Additional Funding”). The additional funding will provide Superette with the cash needed to operate during the CCAA proceedings and undertake the SISP.

The consideration for the Stalking Horse agreement consists of (i) an offer of credit and set-off of debt owed to SNDL by the assumption of certain liabilities assumed; and (ii) cash payment of certain statutory priority payments and costs of termination of the CCAA proceedings and liquidation of the relevant Superette entities.

Advisors

McCarthy Tétrault LLP is acting as legal counsel to SNDL. Cassels, Brock & Blackwell LLP is acting as legal advisor to Superette. PricewaterhouseCoopers Inc. is acting as monitor of Superette in the CCAA proceedings and is represented by Bennett Jones LLP.

About SNDL Inc.

SNDL is a public company whose shares are listed on Nasdaq under the symbol “SNDL”. Its business is operated and reported in four segments: liquor retail, cannabis retail, cannabis production and cultivation, and investments.

SNDL is the largest private sector alcohol and cannabis retailer in Canada with retail banners such as Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds and Spiritleaf. SNDL is a licensed cannabis producer using state-of-the-art indoor facilities to supply wholesale and retail customers under a portfolio of cannabis brands that includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf Selects and Grasslands. SNDL’s investment portfolio aims to deploy strategic capital through direct and indirect investments and partnerships across the global cannabis industry.

For more information on SNDL, visitwww.sndl.com.

Forward-looking statement

This press release contains statements containing certain “forward-looking information” within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements in this release include, but are not limited to, the company’s annual production and potential expansion plans in Canada and internationally, the Company’s ability to provide uninterrupted supply to its customers, and statements regarding the Company’s future performance. Forward-looking statements are often characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are based on the opinions and estimates of management as of the date they are made, and are subject to a variety of risks and uncertainties and other factors that could cause events or actual results differ materially from those projected in the forward-looking statements. – look at the statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. expressly requires.

SOURCE Sundial Growers Inc.

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