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Nova Cannabis Inc
Symbol NOVC
Shares Issued 62,082,171
Close 2024-10-16 C$ 1.73
Market Cap C$ 107,402,156
Recent Sedar Documents

Nova Cannabis shareholders approve deal with SNDL

2024-10-16 18:30 ET - News Release

Mr. Grant Sanderson reports

NOVA CANNABIS SHAREHOLDERS APPROVE PROPOSED PLAN OF ARRANGEMENT WITH SNDL

Nova Cannabis Inc. released the voting results of the special meeting of holders of Nova's common shares held earlier today. At the meeting, Nova shareholders voted in favour of a special resolution to approve the proposed plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the ABCA) involving Nova and SNDL Inc., to be completed in accordance with the arrangement agreement dated Aug. 12, 2024, between the Nova and SNDL. Pursuant to the arrangement agreement, SNDL agreed to acquire all of the Nova shares (other than those held by SNDL or its affiliates) in exchange for, with respect to each Nova share, either: (i) $1.75 in cash; or (ii) 0.58 of a SNDL share, subject to proration in accordance with the plan of arrangement contemplating the arrangement.

Holders of a total of 53,807,109 Nova shares were present in person (virtually) or represented by proxy at the meeting, representing approximately 86.67 per cent of the issued and outstanding Nova shares as of the record date of Sept. 3, 2024.

The arrangement resolution required the approval of: (i) not less than two-thirds of the votes cast by Nova shareholders present in person (virtually) or represented by proxy at the meeting; and (ii) a majority of the votes cast on the arrangement resolution by Nova shareholders present in person (virtually) or represented by proxy at the meeting, excluding votes attached to Nova shares required to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Nova shareholders approved the arrangement resolution with 99.95 per cent of the votes cast at the meeting in favour of the arrangement resolution (99.796 per cent of the qualifying votes cast pursuant to the majority of the minority vote).

The arrangement remains subject to receipt of a final order of the Court of King's Bench of Alberta with respect to the arrangement and the satisfaction or waiver of certain other customary closing conditions. Nova will apply to the court for the final order at 10 a.m. (Mountain time) on Oct. 17, 2024.

The arrangement is expected to close on or around Oct. 18, 2024.

Following closing of the arrangement, the Nova shares are expected to be delisted from the Toronto Stock Exchange (TSX) and Nova intends to apply to cease to be a reporting issuer in each of the provinces and territories of Canada.

Detailed voting results

The voting results from the meeting are as shown in the attached table.

Details of voting results will be filed under Nova's profile on SEDAR+.

Letters of transmittal and election forms

In order to receive the consideration under the arrangement, registered Nova shareholders must complete the letter of transmittal and election form and submit it to Odyssey Trust Company, the depositary, in accordance with the instructions set out in the letter of transmittal and election form. If Nova shareholders have questions about submitting the letter of transmittal and election form, please contact Odyssey Trust Company by e-mail at corp.actions@odysseytrust.com or at 1-587-885-0960.

Advisers

McCarthy Tetrault LLP is acting as legal counsel to SNDL.

Eight Capital is acting as financial adviser and Bennett Jones LLP is acting as legal counsel to Nova.

About SNDL Inc.

SNDL is a public company whose shares are traded on the Nasdaq under the symbol SNDL. SNDL is the largest private-sector liquor and cannabis retailer in Canada with retail banners that include Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds, Spiritleaf, Superette, and Firesale. SNDL is a licensed cannabis producer and one of the largest vertically integrated cannabis companies in Canada specializing in low-cost biomass sourcing, indoor cultivation, product innovation, low-cost manufacturing facilities, and a cannabis brand portfolio that includes Top Leaf, Contraband, Citizen Stash, Sundial Cannabis, Palmetto, Spiritleaf Selects Bon Jak, Versus, Value Buds, Namaste, Re-up, Grasslands and Vacay. SNDL's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the North American cannabis industry.

About Nova Cannabis Inc.

Nova Cannabis is one of Canada's largest and fastest-growing cannabis retailers with a goal of disrupting the cannabis retail market by offering a wide range of high-quality cannabis products at everyday best value prices. Nova currently owns and/or operates locations across Alberta, Ontario, British Columbia and Saskatchewan, primarily under its Value Buds banner.

The head office of Nova Cannabis is located at 101, 17220 Stony Plain Rd. NW, Edmonton, Alta., T5S 1K6, Canada.

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