Nova Cannabis Shareholders Approve Proposed Plan of Arrangement with SNDL

EDMONTON, AB , Oct. 16, 2024 /CNW/ - Nova Cannabis Inc. (" Nova " or the " Company ") (TSX: NOVC) is pleased to announce the voting results of the special meeting (the " Meeting ") of holders (" NovaShareholders ") of Nova's common shares (each, a " Nova Share ") held earlier today. At the Meeting, Nova Shareholders voted in favour of a special resolution (the " Arrangement Resolution ") to approve the proposed plan of arrangement (the " Arrangement ") under Section 193 of the Business Corporations Act ( Alberta ) (the " ABCA ") involving Nova and SNDL Inc. (" SNDL "), to be completed in accordance with the arrangement agreement dated August 12, 2024 (the " ArrangementAgreement ") between the Nova and SNDL. Pursuant to the Arrangement Agreement, SNDL agreed to acquire all of the Nova Shares (other than those held by SNDL or its affiliates) in exchange for, with respect to each Nova Share , either: (i) $1.75 in cash; or (ii) 0.58 of a SNDL Share, subject to proration in accordance with the plan of arrangement contemplating the Arrangement (the " Consideration ").

Holders of a total of 53,807,109 Nova Shares were present in person (virtually) or represented by proxy at the Meeting, representing approximately 86.67% of the issued and outstanding Nova Shares as of the record date of September 3, 2024 .

The Arrangement Resolution required the approval of: (i) not less than two-thirds of the votes cast by Nova Shareholders present in person (virtually) or represented by proxy at the Meeting; and (ii) a majority of the votes cast on the Arrangement Resolution by Nova Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding votes attached to Nova Shares required to be excluded pursuant to Multilateral Instrument 61-101— Protection of Minority Security Holders in Special Transactions (the " Majority of the Minority Vote "). Nova Shareholders approved the Arrangement Resolution with 99.95% of the votes cast at the Meeting in favour of the Arrangement Resolution (99.796% of the qualifying votes cast pursuant to the Majority of the Minority Vote).

The Arrangement remains subject to receipt of a final order (the " FinalOrder ") of the Court of King's Bench of Alberta (the " Court ") with respect to the Arrangement and the satisfaction or waiver of certain other customary closing conditions. Nova will apply to the Court for the Final Order at 10:00 a.m. (Mountain time) on October 17, 2024 .

The Arrangement is expected to close on or around October 18, 2024 .

Following closing of the Arrangement, the Nova Shares are expected to be delisted from the TSX and Nova intends to apply to cease to be a reporting issuer in each of the provinces and territories of Canada .

DETAILED VOTING RESULTS

The voting results from the Meeting are as follows:

Details of voting results will be filed under Nova's profile on SEDAR+ at sedarplus.ca . 

LETTERS OF TRANSMITTAL AND ELECTION FORMS

In order to receive the Consideration under the Arrangement, registered Nova Shareholders must complete the letter of transmittal and election form and submit it to Odyssey Trust Company, the depositary, in accordance with the instructions set out in the letter of transmittal and election form. If Nova Shareholders have questions about submitting the letter of transmittal and election form, please contact Odyssey Trust Company by email at corp.actions@odysseytrust.com or at 1-587-885-0960.

ADVISORS

McCarthy Tétrault LLP is acting as legal counsel to SNDL.

Eight Capital is acting as financial advisor and Bennett Jones LLP is acting as legal counsel to Nova.

ABOUT SNDL INC.

SNDL is a public company whose shares are traded on the Nasdaq under the symbol "SNDL". SNDL is the largest private-sector liquor and cannabis retailer in Canada with retail banners that include Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds, Spirit Leaf, Superette and Firesale. SNDL is a licensed cannabis producer and one of the largest vertically integrated cannabis companies in Canada specializing in low-cost biomass sourcing, indoor cultivation, product innovation, low-cost manufacturing facilities, and a cannabis brand portfolio that includes Top Leaf, Contraband, Palmetto, Bon Jak, Versus, Value Buds, and Vacay. SNDL's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnership throughout the North American cannabis industry.

For more information on SNDL, please go to sndl.com.

ABOUT NOVA CANNABIS INC.

Nova Cannabis Inc. (TSX: NOVC) is one of Canada's largest and fastest-growing cannabis retailers with a goal of disrupting the cannabis retail market by offering a wide range of high-quality cannabis products at every-day best value prices. Nova currently owns and/or operates locations across Alberta , Ontario , B.C. and Saskatchewan , primarily under its "Value Buds" banner. Additional information about Nova Cannabis Inc. is available at sedarplus.ca and Nova's website at www.novacannabis.ca .

The head office of Nova Cannabis is located at 101, 17220 Stony Plain Rd. NW, Edmonton, Alberta , T5S 1K6, Canada .

FORWARD-LOOKING STATEMENTS

This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation (" forward-looking information "). Forward-looking information is typically, but not always, identified by the use of words such as "will", "expected", "projected", "to be" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the application for and granting of the Final Order; the satisfaction or waiver of the remaining conditions to closing the Arrangement (including the timing thereof); the closing of the Arrangement (including the timing thereof); the anticipated delisting of the Nova Shares from the TSX (including the timing thereof); and Nova's application to cease to be a reporting issuer (including the timing and results thereof). Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the Arrangement being completed on the timelines and on the terms currently anticipated, or at all; the Final Order being obtained on the timeline and in the manner currently anticipated; all conditions to the Arrangement will be satisfied or waived; and the Arrangement Agreement will not be terminated prior to completion of the Arrangement. Although Nova believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Nova can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits SNDL and/or Nova will derive therefrom. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: the risk that the Arrangement is not completed as anticipated or at all, including the timing thereof; the risk that the Final Order is not obtained as anticipated or at all, and the timing thereof; the risk that the conditions to closing of the Arrangement are not satisfied or waived; the possibility of the Arrangement Agreement being terminated in certain circumstances; risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments, including developments that may impact the closing of the Arrangement as anticipated or at all; conditions in the cannabis industry; and other risk factors identified under "Risk Factors" in the Company's latest annual information form and management's discussion and analysis for the year ended December 31, 2023 , in the Company's management's discussion and analysis for the period ended June 30, 2024 , and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada , all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca .

Readers, therefore, should not place undue reliance on any such forward-looking information. Further, this forward-looking information is given as of the date of this news release and, except as expressly required by applicable law, Nova disclaims any intention and undertakes no obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

SOURCE Nova Cannabis Inc.