UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number 001-39005
SNDL INC.
(Registrant’s name)
#300, 919 - 11 Avenue SW
Calgary, AB T2R 1P3
Tel.: (403) 948-5227
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F o Form 40-F x
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference
in SNDL Inc.’s registration statements on Form F-3 (File No. 333-253813) and Form S-8 (File No. 333-233156, File No. 333-262233,
File No. 333-267510, File No. 333-269242 and File No. 333-278683) and to be a part thereof from the date on which this report is filed,
to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SNDL INC. |
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| Date: October 23, 2024 |
By: |
/s/ Matthew Husson |
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Name: |
Matthew Husson |
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Title: |
General Counsel & Corporate Secretary |
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EXHIBIT
Exhibit
99.1
FORM
51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
| | SNDL Inc. ("SNDL")
#300, 919 - 11th Avenue SW
Calgary, Alberta T2R 1P3
|
| Item 2 | Date of Material Change
October 21, 2024 |
| | A press release with respect to the
material change referred to in this report was disseminated on October 21, 2024 through the
facilities of recognized newswire services and subsequently filed on the System for Electronic
Data Analysis and Retrieval+ (“SEDAR+”). |
| Item 4 | Summary of material Change |
| | On October 21, 2024, by way of a plan
of arrangement under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”)
and pursuant to the terms of an arrangement agreement dated August 12, 2024 (the “Arrangement
Agreement”), SNDL acquired all of the common shares (the “Company Shares”,
and each is a “Company Share”) in the capital of Nova Cannabis Inc. (“Nova”). |
| Item 5.1 | Full Description of Material Change |
| | On October 21, 2024, SNDL completed
the previously announced acquisition of Nova pursuant to a plan of arrangement under Section 193 of the ABCA (the “Arrangement”).
Pursuant to the Arrangement, SNDL acquired all the issued and outstanding Company Shares and the holders of the Company Shares (other
than SNDL or its affiliates that held Company Shares) (“Company Shareholders”) were entitled to receive, for each Company
Share held, $1.75 in cash (the “Cash Consideration”), provided that Company Shareholders could elect to receive, in
lieu of the Cash Consideration, 0.58 of a common share in the capital of SNDL (each whole share, a “Purchaser Share”)
subject to proration in accordance with the plan of arrangement contemplating the Arrangement. The total consideration delivered to Company
Shareholders pursuant to the Arrangement for the Company Shares was an aggregate of 159,792 Purchaser Shares and an aggregate of $37,283,790.25
in cash. |
| | In connection with the Arrangement, the Company Shares were de-listed
from the Toronto Stock Exchange following the close of trading on October 22,
2024. Nova intends to apply to cease to be a reporting issuer under applicable Canadian securities laws. |
| | Further details regarding
the terms of the Arrangement and the transactions related thereto are set out in the Arrangement Agreement. The Arrangement Agreement
and related documents have been filed under SNDL’’s profile on SEDAR+ at www.sedarplus.ca. |
| Item 5.2 | Disclosure For Restructuring Transaction
Not applicable. |
| Item 6 | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
| Item 7 | Omitted Information |
| | For further information contact:
Matthew Husson, General Counsel & Corporate Secretary
1-587-327-2017
investors@sndl.com |
Exhibit
99.2
FORM
62-103F1
EARLY
WARNING REPORT
This amended Early Warning Report on Form
62-103F1 is filed to amend the disclosure of the Purchaser (as defined below) related to its ownership of common shares of the Company
(as defined below) in the original Early Warning Report of the Purchaser dated May 10, 2024 to reflect the completion of the Arrangement
pursuant to the Arrangement Agreement (each as defined below).
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name
and address of the head office of the issuer of the securities. |
Common shares (the
“Company Shares”) of
Nova Cannabis Inc. (the “Company”)
101, 17220 Stony Plain Road NW
Edmonton, Alberta T5S 1K6
| 1.2 | State the name of the market in which the transaction or other occurrence that
triggered the requirement to file this report took place. |
The transaction occurred by way
of a court approved plan of arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act
(Alberta) (“ABCA”) and involved the acquisition of all of the outstanding Company Shares by the Purchaser (as defined
below). The Company Shares were listed on the Toronto Stock Exchange (“TSX”) under the symbol “NOVC” at
the time of acquisition.
Item 2 – Identity of the Acquiror
| 2.1 | State
the name and address of the acquiror. |
SNDL Inc. (the “Purchaser”)
#300, 919 - 11th Avenue SW
Calgary, Alberta T2R 1P3
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement
to file this report and briefly describe the transaction or other occurrence. |
The Arrangement closed on October
21, 2024. The Purchaser acquired all of the outstanding Company Shares pursuant to the Arrangement.
The Arrangement was completed pursuant
to the terms of an arrangement agreement dated August 12, 2024, between the Purchaser and the Company (the “Arrangement Agreement”).
Under the terms of the Arrangement Agreement, each holder of Company Shares (other than the Purchaser or its affiliates that hold Company
Shares) (“Company Shareholders”) received, for each Company Share held, $1.75 in cash (the “Cash Consideration”),
provided that Company Shareholders could elect to receive, in lieu of the Cash Consideration, 0.58 of a common share in the capital of
the Purchaser (each whole share, a “Purchaser Share”) subject to proration in accordance with the plan of arrangement
contemplating the Arrangement.
| 2.3 | State the names of any joint actors |
Not
applicable.
Item 3 – Interest in Securities of the Reporting Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or
disposed of that triggered the requirement to file this report and the change in the acquiror's securityholding percentage in the class
of securities. |
Immediately
prior to the Arrangement, the Purchaser held 40,501,641 Company Shares, representing approximately 65.2% of the issued and outstanding
Company Shares. Pursuant to the Arrangement, the Purchaser acquired 21,580,530 Company Shares, representing 34.8% of the issued and outstanding
Company Shares at the effective time of the Arrangement. Following the completion of the Arrangement, the Purchaser holds all of the issued
and outstanding Company Shares.
| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or
ceased to have control over, the securities that triggered the requirement to file this report. |
See Item 3.1.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror's
security holding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered
the requirement to file this report. |
See
Item 3.1.
| 3.5 | State the designation and number or principal amount of securities and the acquiror's
security holding percentage in the class of securities referred to in Item 3.4 over which |
| (a) | the acquiror, either alone or together with any joint actors, has ownership and
control, |
As at October 18, 2024, upon completion
of the Arrangement, the Purchaser held 100% of the issued and outstanding Company Shares, being 62,082,171 Company Shares.
| (b) | the
acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror
or any joint actor, and |
Not applicable.
| (c) | the
acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. |
Not applicable.
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation
associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required
under this item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings. |
Not applicable.
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending
arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material
terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right
to recall the securities or identical securities that have been transferred or lent under the arrangement. |
Not applicable.
State if the securities lending
arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement
or understanding that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class
of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
Not applicable.
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per
security and in total. |
Holders of Company Shares received,
in exchange for each Company Share held, the Cash Consideration, provided that Company Shareholders could elect to receive, in lieu of
the Cash Consideration, 0.58 of a Purchaser Share, subject to proration in accordance with the plan of arrangement contemplating the Arrangement
(“Share Consideration”). The closing trading price of a Purchaser Share on the Nasdaq on October 18, 2024, the last
full trading day prior to the effective date of the Arrangement, was US$2.02 (approximately C$2.79). Company Shareholders representing
a total of 275,507 Company Shares elected to receive an aggregate of 159,792 Purchaser Shares as Share Consideration. Company Shareholders
representing a total of 21,305,023 Company Shares elected (or were deemed to have elected) to receive $37,283,790.25 as Cash Consideration.
The aggregate consideration delivered pursuant to the Arrangement for the Company Shares was 159,792 Purchaser Shares
and $37,283,790.25 in cash.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a
stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the
nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. |
See Item 4.1
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale,
describe the method of acquisition or disposition. |
The Company Shares were acquired
pursuant to the Arrangement under Section 193 of the ABCA.
Item 5 – Purpose of the Transaction
State the purpose or purposes
of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer.
The Purchaser acquired all of the
Company Shares pursuant to the Arrangement under the ABCA.
Describe any plans or future
intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
| (a) | the
acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; |
Not applicable.
| (b) | a corporate
transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; |
The Purchaser, as sole shareholder
of the Company, intends to undergo a vertical short-form amalgamation with the Company, continuing as a single corporation under the name
“SNDL Inc.”.
| (c) | a sale
or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
Not applicable.
| (d) | a change
in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors
or to fill any existing vacancy on the board; |
Pursuant to the Arrangement, on October
21, 2024, all of the directors of the Company resigned, the number of directors of the Company was reduced to three and a new board of
directors was appointed by the Purchaser as sole shareholder of the Company.
| (e) | a material
change in the present capitalization or dividend policy of the reporting issuer; |
Not applicable.
| (f) | a material change in the
reporting issuer's business or corporate structure; |
Not applicable, other than as set forth under Items 5(b)
and 5(i) herein.
| (g) | a change
in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the
reporting issuer by any person or company; |
Not applicable.
| (h) | a class
of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; |
The Company Shares were delisted
from the TSX as of the close of trading on October 22, 2024.
| (i) | the issuer ceasing to be
a reporting issuer in any jurisdiction of Canada; |
The Company will submit an application
to cease to be a reporting issuer in each of the provinces and territories of Canada.
| (j) | a solicitation of proxies
from securityholders; |
Not applicable.
| (k) | an action similar to any
of those enumerated above. |
Except as described above, the Company
does not have any present plans or intentions that relate to or would result in any of the actions described in subparagraphs (a) through
(j) of Item 5 hereof. However, the Company reserves the right to change its plans and intentions at any time, as it deems appropriate.
Item 6 – Agreements, Arrangements,
Commitments or Understandings With Respect to Securities of the Reporting Issuer
| 6.1 | Describe the material terms of any agreements, arrangements, commitments or understandings
between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to
which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such
information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another
person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained
in loan agreements need not be included. |
Not
applicable.
Item 7 – Change in Material Fact
| 7.1 | If applicable, describe any change in a material fact set out in a previous report filed by the acquiror
under the early warning requirements or Part 4 in respect of the reporting issuer's securities. |
Not
applicable.
Item
8 – Exemption
| 8.1 | If the acquiror relies on an exemption from requirements in securities legislation applicable to formal
bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. |
Not
applicable.
Item 9 – Certification
The
acquirer must certify that the information is true and complete in every respect. In the case of an agent, the certification is based
on the agent's best knowledge, information and belief but the acquirer is still responsible for ensuring that the information filed by
the agent is true and complete.
This report must be signed by each person
on whose behalf the report is filed or his authorized representative.
It is an offence to submit information that,
in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
I, as the acquiror, certify to the best of my knowledge, information
and belief, that the statements made in this report are true and complete in every respect.
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DATED this 23rd day of October, 2024. |
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SNDL INC. |
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By: |
(signed) “Zachary George” |
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Name: |
Zachary George |
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Title: |
Chief Executive Officer |
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