SNDL Inc. (NasdaqCM:SNDL) entered into a Stalking Horse Agreement to acquire Substantially all of the business and assets of Superette on August 29, 2022. The consideration for the Stalking Horse Agreement is made up of (i) a credit bid and set-off of debt owing to SNDL through the assumption of certain assumed liabilities; and (ii) the cash payment of certain statutory priority payments and costs of terminating the CCAA proceeding and winding-down the relevant Superette entities. SNDL has agreed to provide up to an additional $2.1 million in pre-CCAA and debtor-in-possession financing for Superette for a total amount of $6.9 million. The comeback hearing is scheduled on September 9, 2022, Superette intends to seek approval of an amended and restated initial order and order approving a sale and investment solicitation process. The transaction is subject to Pre-Closing Reorganization Steps, approval of AGCO and other customary closing conditions. As of September 9, 2022, the transaction has been approved by the court. As of December 20, 2022, Ontario Superior Court of Justice approval the transaction. Jamey Gage of McCarthy Tétrault LLP is acting as legal counsel to SNDL. Joseph J. Bellissimo and Monique Sassi of Cassels, Brock & Blackwell LLP is acting as legal counsel to Superette. Michael McTaggart of PricewaterhouseCoopers Inc. is acting as a monitor of Superette with respect to the CCAA Proceedings and is represented by Sean H. Zweig and Mike Shakra of Bennett Jones LLP.

SNDL Inc. (NasdaqCM:SNDL) completed the acquisition of Substantially all of the business and assets of Superette on February 7, 2023.