Full Press Release Details
MATERIAL CHANGE REPORT
Item 1 Name and Address of the Company
Sundial Growers Inc. ( Sundial or the Corporation )
#300, 919 11th Avenue SW
Item 2 Date of Material Change
release relating to the material change described herein was disseminated on July 20, 2021 through Cision Newswire and posted on Sundial s website. The press release was subsequently filed under Sundial s SEDAR profile at
Item 4 Summary of Material Change
On July 20, 2021, the Corporation completed the acquisition of all of the issued and outstanding common shares (the Inner Spirit
Shares ) of Inner Spirit Holdings Ltd. ( Inner Spirit ) by way of a plan of a plan of arrangement under the Business Corporations Act (Alberta) (the Arrangement ) for consideration per Inner Spirit
Share consisting of (i) $0.30 in cash and (ii) 0.0835 of a common share of Sundial (the Transaction ).
Full Description of Material Change
Item 5.1 Full Description of Material Change
On July 20, 2021, the
Corporation completed the Transaction with Inner Spirit, pursuant to which the Corporation acquired all of the issued and outstanding Inner Spirit Shares for consideration per Inner Spirit Share consisting of (i) $0.30 in cash and (ii) 0.0835 of a
Sundial Share, in accordance with the terms of the Arrangement and the arrangement agreement dated May 5, 2021 between the Corporation and Inner Spirit.
The Transaction was approved by the shareholders of Inner Spirit at the special meeting of shareholders held on July 14, 2021 and by the Alberta Court of
Queen s Bench on July 16, 2021.
The Inner Spirit Shares, senior secured convertible debentures of Inner Spirit due June 30, 2022, and
common share purchase warrants of Inner Spirit issued under the warrant indenture of the
Corporation dated March 31, 2021 were de-listed from the Canadian Securities Exchange on July 20, 2021. The Inner Spirit Shares were withdrawn
from the OTCQB Venture Market before market open on July 22, 2021.
Item 5.2 Disclosure for Restructuring Transactions
Item 6 Reliance on Subsection
7.1(2) of National Instrument 51-102
Item 7 Omitted Information
Item 8 Executive Officer
information, contact Sophie Pilon, Corporate Communications Manager at O: 1.587.327.2017, C: 1.403.815.7340, E: spilon@sundialgrowers.com.
Item 9 Date of Report