CALGARY,
AB, July 25, 2022 /PRNewswire/ - Sundial
Growers Inc. (Nasdaq: SNDL) ("Sundial" or the "Company") is pleased
to announce all of the resolutions put to holders of common shares
(the "Common Shares") of the Company (the "Shareholders") at the
reconvened annual and special meeting held virtually today (the
"Meeting") were passed. The Meeting was originally held on
July 21, 2022, and was adjourned,
without any business being considered, due to a lack of quorum.
Under the by-laws of the Company and the interim order granted by
the Court of Queen's Bench of Alberta in respect of the Meeting, those
shareholders who attended the Meeting today, in person or by proxy,
constituted a quorum.
At the Meeting, Shareholders approved: (i) fixing the number of
directors of the Company at five members; (ii) electing each of
Greg Mills, Zach George, Lori
Ell, Bryan Pinney and
Gregory Turnbull as directors of the
Company for the ensuing year; and (iii) appointing Marcum LLP as
the auditors of the Company for the ensuing year and authorizing
the board of directors of the Company to set their
remuneration.
The following votes were received with respect to fixing the
number of directors of the Company at five members:
Number of Common
Shares For
|
% For
|
Number of Common
Shares Against
|
%
Against
|
248,538,308
|
80.56
|
59,980,648
|
19.44
|
The following votes were received with respect to each director
nominee:
|
Number of
Common Shares
For
|
% For
|
Number of
Common Shares
Withheld
|
%
Withheld
|
Greg Mills
|
244,538,362
|
79.26 %
|
63,980,594
|
20.74 %
|
Zach George
|
271,834,592
|
88.11 %
|
36,684,366
|
11.89 %
|
Lori Ell
|
243,674,490
|
78.98 %
|
64,844,468
|
21.02 %
|
Bryan Pinney
|
243,544,594
|
78.94 %
|
64,974,363
|
21.06 %
|
Gregory
Turnbull
|
275,055,211
|
89.15 %
|
33,463,745
|
10.85 %
|
The following votes were received with respect to appointing
Marcum LLP as the auditors of the Company:
Number of Common
Shares For
|
% For
|
Number of Common
Shares Withheld
|
%
Withheld
|
280,957,048
|
91.07 %
|
27,561,908
|
8.93 %
|
Additionally, Shareholders approved, as special resolutions:
(i)
|
amending the articles
of Sundial to change of name of the Company from "Sundial Growers
Inc." to "SNDL Inc." (the "Name Change");
|
(ii)
|
a consolidation of all
of the issued and outstanding Common Shares (the "Share
Consolidation") on the basis of not more than one (1)
post-consolidation Common Share for every ten (10)
pre-consolidation Common Shares and not less than one (1)
post-consolidation Common share for every twenty-five (25)
pre-consolidation Common Shares, as to be determined by the board
of directors of the Company (the "Board") in its sole discretion,
to become effective at such time as the Board considers it to be in
the best interests of the Company, but in any event not later than
July 25, 2023; and
|
(iii)
|
a plan of arrangement
involving the Company, Alcanna Inc., and the Shareholders under
Section 193 of the Business Corporations Act (Alberta) (the
"Arrangement"), such Arrangement to become effective at a date to
be determined by the Board when the Board considers it to be in the
best interests of the Company to implement such Arrangement, but in
any event not later than July 25, 2023.
|
|
|
The following votes were received with respect to the Name
Change:
Number of Common
Shares For
|
% For
|
Number of Common
Shares Against
|
%
Against
|
275,341,191
|
89.25 %
|
33,177,767
|
10.75 %
|
The following votes were received with respect to the Share
Consolidation:
Number of Common
Shares For
|
% For
|
Number of Common
Shares Against
|
%
Against
|
221,873,802
|
71.92 %
|
86,645,153
|
28.08 %
|
The following votes were received with respect to the
Arrangement:
Number of Common
Shares For
|
% For
|
Number of Common
Shares Against
|
%
Against
|
269,439,670
|
87.33 %
|
39,079,286
|
12.67 %
|
Details of the Share
Consolidation
Immediately following the Meeting, the Board determined to
effect the Share Consolidation on the basis of one
post-consolidation Common Share for every 10 pre-consolidation
Common Shares. The Share Consolidation has taken effect today,
July 25, 2022, and the Common Shares
are expected to begin trading on Nasdaq on a post-consolidation
basis beginning at the open of markets on July 26, 2022. The record date for
shareholders entitled to participate in the Share Consolidation is
July 25, 2022.
Immediately prior to the Share Consolidation, there were
2,379,931,190Common Shares issued and outstanding, and 237,993,119
Common Shares are issued and outstanding following the Share
Consolidation, subject to rounding for any fractional Common
Shares. Fractional Common Shares to be received by Shareholders
will be rounded up in the case of a fractional interest that is 0.5
or greater, or rounded down in the case of a fractional interest
that is less than 0.5, to the nearest whole number of Common Shares
that such holder would otherwise be entitled to receive upon
implementation of the Share Consolidation.
Registered Shareholders were sent a letter of transmittal with
their proxy materials in connection with the Meeting. The letter of
transmittal provides instructions for how to exchange share
certificates or Direct Registration Statements representing
pre-consolidation Common Shares for new share certificates or
Direct Registration Statements representing post-consolidation
Common Shares to which such Shareholders are entitled as a result
of the Share Consolidation. No action is required by non-registered
Shareholders. A copy of the letter of transmittal is available
under Sundial's profile on SEDAR at www.sedar.com, under Sundial's
profile on EDGAR at www.sec.gov/edgar or by contacting
Odyssey Trust Company at (587) 885-0960 or by email at
corp.actions@odysseytrust.com.
The Share Consolidation is expected to enable the Company to
maintain and minimum bid price of US$1.00 per Common Share and to avoid a delisting
event that could cause material disruption to the Company and
Shareholders through the reduction of both trading liquidity and
access to capital.
Additionally, the Name Change has been effected. The Company
expects to launch and provide further details regarding its
rebranding with the release of its second quarter earnings and
results in early August 2022.
Management Changes
Chief Administrative Officer (CAO), David Gordey, has resigned from his position
effective July 29, 2022. Mr. Gordey
was appointed CAO after Sundial's acquisition of Alcanna Inc. in
March 2022. Sundial thanks Mr. Gordey
for his services and wishes him the best in his future
endeavours.
About Sundial Growers
Inc.
Sundial is a public company whose shares are traded on Nasdaq
under the symbol "SNDL." Its business is operated and reported in
four segments: Cannabis Production and Cultivation, Cannabis
Retail, Liquor Retail, and Investments.
Sundial is the largest private sector cannabis and liquor
retailer in Canada. The Company's
retail banners include Spiritleaf, Value Buds, Wine and Beyond,
Liquor Depot, and Ace Liquor. As a licensed producer that crafts
small-batch cannabis using state-of-the-art indoor facilities,
Sundial's 'craft-at-scale' modular growing approach, award-winning
genetics, and experienced growers set us apart. Sundial's brand
portfolio includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf
Selects, and Grasslands. Sundial's investment portfolio seeks to
deploy strategic capital through direct and indirect investments
and partnerships throughout the global cannabis industry.
For more information on Sundial, please go
to www.sndlgroup.com.
Forward-Looking
Statements
This news release includes statements containing certain
"forward-looking information" and "forward-looking statements"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"). Forward-looking statements are
frequently characterized by words such as "plan", "continue",
"expect", "project", "intend", "believe", "anticipate", "estimate",
"may", "will", "potential", "proposed" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
These statements are only predictions. Various assumptions,
including but not limited to assumptions with respect to the
anticipated benefits of the Share Consolidation, were used in
drawing the conclusions or making the projections contained in the
forward-looking statements throughout this news release.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. The Company is
under no obligation, and expressly disclaims any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable law.
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SOURCE Sundial Growers Inc.