Mr. Zachary George of SNDL reports

SNDL SUCCESSFULLY COMPLETES PRIVATIZATION OF NOVA AND WELCOMES NEW DIRECTOR

SNDL Inc. and Nova Cannabis Inc. have closed the previously announced plan of arrangement, pursuant to which SNDL has acquired all of the issued and outstanding common shares in the capital of Nova Cannabis not already owned by SNDL, representing approximately 34.8 per cent of the Nova Cannabis shares. The arrangement was approved by at least two-thirds of the holders of Nova Cannabis shares and the majority of disinterested Nova Cannabis shareholders under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) at a special meeting of the Nova Cannabis shareholders on Oct. 16, 2024. The Court of King's Bench of Alberta granted a final order approving the arrangement on Oct. 17, 2024.

Pursuant to the arrangement, each Nova Cannabis shareholder (other than SNDL and its affiliates that hold Nova Cannabis shares) will receive $1.75 in cash for each Nova Cannabis share, representing a premium of 41.2 per cent to the 20-day volume-weighted average trading price of Nova Cannabis shares on the Toronto Stock Exchange as of market close on Aug. 12, 2024, the date prior to the announcement of the arrangement, other than Nova Cannabis shareholders who validly elected to receive, in lieu of the cash consideration, 0.58 of a common share of SNDL for each Nova Cannabis share, subject to proration and a maximum of 50 per cent of the aggregate consideration being payable in SNDL shares. Nova Cannabis shareholders representing a total of 275,507 Nova Cannabis shares elected to receive an aggregate of 159,792 SNDL shares as share consideration. Nova Cannabis shareholders representing a total of 21,305,023 Nova Cannabis shares elected (or were deemed to have elected) to receive $37,283,790.25 as cash consideration.

"The acquisition of Nova's remaining minority interest represents a significant milestone that will streamline SNDL's cannabis retail operations and generate material savings by eliminating public company expenses," said Zachary George, SNDL's chief executive officer. "With a debt-free and cash-rich balance sheet, we are well positioned to drive the continued expansion of our Canadian cannabis retail platform. We intentionally and successfully structured this transaction to incentivize shareholders to opt for cash, which further underscores our focus on accretive growth, allowing us to efficiently deploy capital without significant share dilution."

The Nova Cannabis shares are expected to be delisted from the Toronto Stock Exchange and the OTC Markets. Following the delisting of the Nova Cannabis shares, Nova Cannabis intends to submit an application to cease to be a reporting issuer in each applicable jurisdiction of Canada pursuant to applicable securities laws, and, following which, SNDL intends to amalgamate with Nova Cannabis pursuant to the provisions of the Business Corporations Act (Alberta).

Registered holders of Nova Cannabis shares are reminded that they must send their completed and executed letter of transmittal and election form and related share certificates or direct registration system advices, if any, to the depository for the arrangement, Odyssey Trust Company, as soon as possible to receive the consideration to which they are entitled under the arrangement.

Director appointment

In connection with the arrangement, SNDL intends to appoint to its board of directors J. Carlo Cannell, 61, a leading practitioner of special situations since the formation of Cannell Capital in 1992.

Early warning reporting

Immediately prior to the effective date of the arrangement, SNDL and its subsidiaries owned an aggregate of 40,501,641 Nova Cannabis shares, representing approximately 65.2 per cent of the outstanding Nova Cannabis shares at such time. Pursuant to the terms of the arrangement, SNDL acquired each of the issued and outstanding Nova Cannabis shares (other than those held by SNDL and its affiliates) for the consideration. The aggregate consideration delivered pursuant to the arrangement for Nova Cannabis shares (including cash payments in lieu of fractional shares) was $37,283,790.25 in cash and 159,792 in SNDL shares. The closing trading price of an SNDL share on Nasdaq on Oct. 18, 2024, the last full trading day prior to the closing of the arrangement, was $2.02 (U.S.) (approximately $2.79).

An early warning report will be filed on SEDAR+ under Nova Cannabis's profile. To obtain a copy of the early warning report, please contact Matthew Husson at legal@sndl.com.

Advisers

McCarthy Tetrault LLP has acted as legal counsel to SNDL.

Eight Capital has acted as financial adviser, and Bennett Jones LLP has acted as legal counsel to Nova Cannabis.

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, Spirit Leaf, 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, Palmetto, Bon Jak, Versus, Value Buds and Vacay. SNDL's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnership 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 Cannabis currently owns and/or operates locations across Alberta, Ontario, British Columbia and Saskatchewan, primarily under its Value Buds banner.

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