The Toronto Stock Exchange reports that SNDL Inc. is proposing to acquire all of the issued and outstanding shares of Nova Cannabis Inc. that it does not already own, pursuant to a statutory plan of arrangement. According to the TSX, Nova Cannabis will hold a special meeting of shareholders on Oct. 16, 2024, to seek approval for the arrangement. If and when the arrangement becomes effective, the TSX will issue a bulletin to confirm the delisting of the Nova shares.

If the arrangement becomes effective, each Nova shareholder (other than SNDL and/or its affiliates that hold Nova shares) may elect to receive, for each Nova share held, either: (i) $1.75 in cash; or (ii) 0.58 of a common share of SNDL. The maximum total number of common shares of SNDL issuable under the arrangement is 6,258,353 shares. If Nova shareholders elect to receive the share consideration in excess of the maximum share consideration, the actual number of SNDL shares issued to such Nova shareholders will be subject to proration and such electing Nova shareholders will receive cash consideration in lieu of the share consideration they would otherwise be entitled to, but for such proration.

The TSX notes that the election deadline is 10 a.m. Calgary time on Oct. 11, 2024. No fractional SNDL shares will be issued under the arrangement. Where the total number of SNDL shares to be issued to a Nova shareholder as consideration under the arrangement would result in a fraction of a SNDL share being issuable, then the number of SNDL shares to be issued to such Nova shareholder will be rounded down to the closest whole number. If the total cash amount a Nova shareholder is entitled to receive under the arrangement would otherwise include a fraction of one cent, then the total cash amount such shareholder shall be entitled to receive shall be rounded down to the nearest whole one cent.

To make their election, shareholders must return the letter of transmittal and election form, together with Nova share certificates and/or DRS statements, to Odyssey Trust Company (the depositary) at its principal offices in Toronto prior to the election deadline. Any letter of transmittal and election form, once deposited with the depositary, shall be irrevocable and may not be withdrawn. A shareholder whose Nova shares are held though a broker, investment dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in delivering such beneficial shareholder's Nova shares and, if applicable, making an election with respect to the form of consideration such beneficial shareholder wishes to receive. Any Nova shareholder who fails to make a proper election prior to the election deadline will be deemed to have elected to receive the cash consideration. Trades on Oct. 10, 2024, will settle on the same day.

For more information, see Nova's management information circular and proxy statement dated Sept. 17, 2024, available on SEDAR+.