Mr. Tomas Bottger of SNDL reports

SNDL & 1CM PROVIDE UPDATE REGARDING ARRANGEMENT

SNDL Inc. and 1CM Inc. have entered into an amended and restated (A&R) arrangement agreement dated Dec. 15, 2025. The A&R arrangement agreement amends and restates the arrangement agreement dated April 9, 2025, between 1CM and SNDL, pursuant to which SNDL agreed to, among other things, acquire 32 cannabis retail stores operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan for a purchase price of $32.2-million in cash, subject to certain adjustments.

Under the A&R arrangement agreement, the parties have agreed to, among other things, complete the transaction in two stages to align with the status of required provincial regulatory approvals. The first closing will involve the sale of five cannabis retail located in Alberta and Saskatchewan, where the expected regulatory approvals are expected to be forthcoming at closing. The second closing will involve the sale of remaining 27 cannabis retail stores, each of which is located in Ontario, where the required regulatory approval is not expected to be obtained in 2025. In addition, the outside date for completion of the transaction has been extended from Dec. 31, 2025, to May 31, 2026.

The purchase price for the first closing will be $5.0-million in cash and the purchase price for the second closing will be $27.2-million in cash, in each case subject to certain adjustments at the time of the applicable closing. The aggregate purchase price for the transaction has not been amended. Pursuant to the A&R arrangement agreement, SNDL has paid a $2.0-million non-refundable cash deposit toward the purchase price in respect of the first closing.

As previously disclosed, 1CM's shareholders voted overwhelmingly in favour of the transaction at 1CM's annual and special meeting of shareholders held on June 16, 2025, and 1CM obtained a final order from the Ontario Superior Court of Justice (Commercial List), approving the arrangement contemplated under the original arrangement agreement on June 18, 2025. 1CM intends to seek the approval of the court at a hearing scheduled on Jan. 5, 2026, to vary the final order in accordance with the amendments to the transaction contemplated by the A&R arrangement agreement. Securityholders who wish to be heard must serve and file a notice of appearance as set out in the interim order dated May 6, 2025, a copy of which is attached to 1CM's management information circular dated May 12, 2025, as appendix E. Subject to obtaining court approval, the first closing is expected to occur in January, 2026.

As also previously disclosed, 1CM continues to anticipate effecting a return of capital to shareholders of a portion of the net proceeds received by 1CM pursuant to the transaction. However, 1CM does not anticipate announcing a return of capital until following the second closing. Net proceeds from the first closing as expected to be used to pay transaction costs and for working capital purposes. Further announcements with respect to a return of capital are expected to be made following the second closing.

About SNDL Inc.

SNDL, through its wholly owned subsidiaries, is one of the largest vertically integrated cannabis companies and the largest private-sector liquor and cannabis retailer in Canada, with retail banners that include Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds, and Spiritleaf. With products available in licensed cannabis retail locations nationally, SNDL's consumer facing cannabis brands include Top Leaf, Contraband, Palmetto, Bon Jak, La Plogue, Versus, Value Buds, Grasslands, Vacay, Pearls by Gron, No Future and Bhang Chocolate. SNDL's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the North American cannabis industry.

About 1CM INC.

1CM is a retailer of cannabis and liquor in Canada with a record of developing cash-flow-positive locations. Following closing of the transaction, 1CM expects to continue to develop new cannabis and liquor retail locations through organic growth and by way of future merger and acquisition transactions.

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