SNDL Enters into a Stalking Horse Purchase Agreement for Indiva Limited's Business and Assets CALGARY, AB

SNDL Enters into a Stalking Horse Purchase Agreement

for Indiva Limited's Business and Assets

CALGARY, AB, July 5, 2024 /CNW/ - SNDL Inc. (Nasdaq:

SNDL) ("SNDL" or the "Company") announced today that it has entered into a purchase agreement (the "Bid

Agreement") with Indiva Limited ("Indiva") and its direct and indirect subsidiaries (collectively with Indiva,

the "Indiva Group"), pursuant to which SNDL has offered to purchase all of the issued and outstanding shares of Indiva

and the business and assets of the Indiva Group (collectively, the "Indiva Assets") for consideration comprising of a

credit bid of all of the indebtedness of the Indiva Group owing to SNDL, the retention of certain liabilities of the Indiva Group, and

cash payments sufficient to repay certain priority indebtedness of the Indiva Group and costs associated with the Indiva Group's proceedings

under the Companies' Creditors Arrangement Act (Canada) (the "CCAA Proceedings").

The Bid Agreement has been entered into in the context

of the CCAA Proceedings, as part of a sales process where the Indiva Assets will be marketed to prospective purchasers (the "Sale

Process") by PricewaterhouseCoopers Inc., the monitor in the CCAA Proceedings (the "Monitor") and, accordingly,

is subject to approval by the court overseeing the CCAA Proceedings and to potential alternative bids submitted pursuant to the Sale Process.

Based on a report of the Monitor, dated July 4, 2024,

issued in the CCAA Proceedings, the Monitor currently estimates the value of the credit bid and cash consideration payable by SNDL under

the Bid Agreement to be in the range of approximately CAD$25 million to CAD$28 million. SNDL is the stalking horse bidder in the Sale

Process, such that the Bid Agreement will set the "floor", or minimum acceptable bid, for other bidders and will be deemed accepted

if there are no other bids submitted. If the Monitor determines that there is another bid that offers superior terms to the Bid Agreement,

SNDL will also have the opportunity to participate in an auction process for the Indiva Assets. The Sale Process is currently expected

to conclude by September 30, 2024.

The acquisition of the Indiva Assets is expected to

further enhance SNDL's product portfolio, particularly in the edibles segment, and reinforce its position as a leading player in the Canadian

cannabis market. Indiva's leading brands, Pearls by Gr n, No Future Gummies and Vapes, Bhang Chocolate, Indiva Blips Tablets, Indiva

Doppio Sandwich Cookies, and Indiva 1432 Chocolate, have garnered strong consumer loyalty and are known for their quality, innovation

McCarthy T trault LLP is acting as legal counsel

for SNDL, Bennett Jones LLP is acting as legal counsel for the Indiva Group, and Osler Hoskin & Harcourt LLP is acting as legal counsel

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, Spiritleaf, and Firesale Cannabis. SNDL is a licensed cannabis producer

and one of the largest vertically integrated cannabis companies in Canada specializing in low-cost biomass sourcing, premium 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 partnerships throughout the North American cannabis industry. For more information on SNDL, please go to https://sndl.com/.

Forward-Looking Information Cautionary Statement

This news release includes statements containing certain

"forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). Forward

looking statements in this release includes, but is not limited to, the potential expansion plans of the Company in Canada, the Company's

ability to provide uninterrupted supply to its customer, and statements regarding the future performance of the Company. 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 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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For further information: For more information: Sophie Pilon, SNDL

Inc., O: 1.587.327.2017, E: investors@sndl.com

CNW 19:48e 05-JUL-24