SNDL & 1CM Provide Update Regarding Arrangement

Executive Summary

• SNDL Inc. and 1CM Inc. have executed an amended and restated arrangement agreement to complete the acquisition of 32 cannabis retail stores for a total cash purchase price of $32.2 million.
• The transaction will close in two stages: a first closing of five Alberta/Saskatchewan stores ($5.0 M) expected in January 2026, and a second closing of the remaining 27 Ontario stores ($27.2 M) by May 31 2026, subject to regulatory approvals.
• A $2.0 million non‑refundable cash deposit has already been paid; net proceeds from the first closing will fund transaction costs and working capital, with a later return of capital to 1CM shareholders after the second closing.

Key Details

• Amended Agreement Date: December 15 2025 (amends original April 9 2025 arrangement).
• Total Purchase Price: $32.2 million cash (unchanged from original agreement).
• Closing Structure:
• First Closing: Sale of 5 stores in Alberta & Saskatchewan; purchase price $5.0 M; expected January 2026 pending provincial approvals.
• Second Closing: Sale of 27 stores in Ontario; purchase price $27.2 M; expected by May 31 2026, regulatory approval not anticipated until after 2025.
• Deposit Paid: $2.0 million non‑refundable cash deposit toward the First Closing purchase price.
• Extended Completion Date: Outside date moved from December 31 2025 to May 31 2026.
• Shareholder Approval: 1CM shareholders voted overwhelmingly in favor at meetings on June 16 2025.
• Court Order: Final Order approving original arrangement issued June 18 2025; a hearing to vary the order is scheduled for January 5 2026.
• Use of Proceeds – First Closing: Transaction costs and working capital.
• Return of Capital: 1CM plans a post‑closing return of capital to its shareholders after the Second Closing; no announcement will be made until then.
• Regulatory Dependencies: First Closing contingent on Alberta & Saskatchewan approvals; Second Closing contingent on Ontario approval, not expected in 2025.

Notable Quotes

(No direct quotes were provided in the release.)