M&A / Property
SNDL & 1CM Provide Update Regarding Arrangement

EPI · Price
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 closing January 2026 pending provincial approvals.
- Second Closing: Sale of remaining 27 stores in Ontario; purchase price $27.2 M; expected closing by May 31 2026, contingent on Ontario regulatory approval.
- Deposit Paid: $2.0 million non‑refundable cash deposit toward the first closing.
- Regulatory Timeline: Outside date extended from Dec 31 2025 to May 31 2026 to accommodate pending approvals.
- Shareholder Approval: 1CM shareholders voted overwhelmingly in favor of the transaction at the June 16 2025 annual and special meeting.
- Court Order: Final Order approving original arrangement issued by Ontario Superior Court on June 18 2025; a hearing is scheduled for Jan 5 2026 to vary the order per the amendment.
- Use of Proceeds – First Closing: Net proceeds earmarked for transaction costs and working capital.
- Return of Capital: 1CM intends to return a portion of net proceeds to its shareholders after the second closing; no announcement will be made until that time.
- Integration Plans: SNDL expects to integrate the Cost Cannabis and T Cannabis banners into its retail network post‑closing.
Notable Quotes
(No direct quotes were provided in the release.)