[PRESS RELEASE] – EDMONTON, Alberta, May 27, 2026 – SNDL Inc. announces that the transaction relating to the acquisition of the remaining 1CM Inc. Ontario retail locations, as set out in the amended and restated arrangement agreement dated Dec. 15, 2025 (the “A&R arrangement agreement”) is not expected to proceed following a prolonged regulatory review process that extended beyond commercially reasonable timelines contemplated by the parties.
The A&R arrangement agreement amended and restated the arrangement agreement dated April 9, 2025, between SNDL and 1CM (the “original arrangement agreement”), 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 (the “transaction”) for a purchase price of $32.2 million in cash, subject to certain adjustments.
Under the terms of the A&R arrangement agreement, the transaction was structured in two stages to align with the status of provincial regulatory approvals, with an outside date of May 31, 2026 (the “outside date”), to receive all approvals required for both stages.
The second and final closing would have involved SNDL's acquisition of 27 cannabis retail stores in Ontario, operating under the Cost Cannabis and T Cannabis banners, for a purchase price of $27.2 million, subject to certain adjustments. The provincial regulatory approvals required in Ontario to complete the second closing will not likely be obtained prior to the outside date of May 31, 2026, and as such, the second closing is not expected to proceed.
As previously announced on Jan. 7, 2026, SNDL completed the first closing under the A&R arrangement agreement, pursuant to which SNDL acquired five cannabis retail stores located in Alberta and Saskatchewan from 1CM. That transaction was completed and remains unaffected by this update.
SNDL intends to reallocate the capital previously reserved for the Ontario acquisition toward share repurchases under its existing share repurchase program. As previously announced on Nov, 21, 2025, the share repurchase program authorizes SNDL to repurchase up to $100 million of its outstanding common shares at prevailing market prices through Nov. 20, 2026.
Under SNDL’s current share repurchase program, SNDL has repurchased more than 5.5 million shares since March 31, 2026, valued at approximately $11.1 million.
"While we were unable to complete the Ontario portion of the transaction, we remain confident in the strength of our retail platform and our ability to deploy capital in ways that generate long-term shareholder value,” SNDL CEO Zach Georga said. “The continued repurchase of shares reflects a disciplined approach to capital allocation given SNDL’s current valuation.”
