SNDL & 1CM Provide Update Regarding Arrangement

Executive Summary

• SNDL Inc. and 1CM Inc. 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 5 stores (Alberta & Saskatchewan) with a $5.0 million cash payment, and a second closing of the remaining 27 Ontario stores with a $27.2 million cash payment; the overall completion deadline is extended to May 31 2026.
• A $2.0 million non‑refundable deposit has already been paid; net proceeds from the first closing will fund transaction costs and working capital, while a return of capital to 1CM shareholders is planned after the second closing.

Key Details

• Amended & Restated Arrangement Agreement dated December 15 2025 replaces the original April 9 2025 agreement.
• Purchase Price: $32.2 million total (unchanged).
• First Closing: $5.0 million cash for 5 stores in Alberta & Saskatchewan.
• Second Closing: $27.2 million cash for 27 stores in Ontario.
• Deposit: $2.0 million non‑refundable cash deposit already paid toward the first closing.
• Closing Schedule:
• First Closing expected January 2026 (subject to Court approval).
• Second Closing delayed; regulatory approvals in Ontario not anticipated until after 2025.
• Overall transaction deadline extended from December 31 2025 to May 31 2026.
• Regulatory & Legal Steps:
• 1CM shareholders approved the original transaction on June 16 2025.
• Final Order from Ontario Superior Court approving the original arrangement issued June 18 2025.
• Court hearing scheduled for January 5 2026 to vary the Final Order per the amended agreement.
• Use of Proceeds:
• Net proceeds from First Closing will cover transaction costs and provide working capital.
• A Return of Capital to 1CM shareholders will be announced after the Second Closing, once net proceeds are fully realized.
• Future Plans: Post‑closing, 1CM expects to continue organic growth and pursue additional M&A opportunities in cannabis and liquor retail.

Notable Quotes

(No direct quotes were provided in the release.)