SNDL Inc. Enters into a Bid Agreement to Acquire Superette Assets SNDL enters into an agreement in connection with its secured credit investment to add to its multi-banner cannabis retail portfolio CALGARY, AB

SNDL Inc. Enters into a Bid Agreement to Acquire

SNDL enters into an agreement in connection with

its secured credit investment to add to its multi-banner cannabis retail portfolio

CALGARY, AB, Aug. 31, 2022 /CNW/ - SNDL Inc.

(Nasdaq: SNDL) ("SNDL" or the "Company") announced today that, in the context of the initial order obtained

by Superette Inc., Superette Ontario Inc. and certain of its subsidiaries (collectively, "Superette") from the Ontario

Superior Court of Justice (Commercial List) (the "Court") on August 30, 2022 pursuant to the Companies' Creditors

Arrangement Act (Canada) ("CCAA Proceedings"), it has entered into an agreement of purchase and sale with Superette

(the "Stalking Horse Agreement"), pursuant to which it proposes to acquire substantially all of the business and assets

of Superette through a hybrid asset purchase and 'reverse vesting' transaction. Superette intends to return to Court on September 9, 2022

to seek approval of, among other things, an amended and restated initial order and an order approving a sale and investment solicitation

process (the "SISP"). Subject to Court approval at the comeback hearing, the Stalking Horse Agreement will serve as the

"stalking horse bid" (the "Stalking Horse Bid") in the SISP, and is to be supervised by the Court and conducted

by PricewaterhouseCoopers Inc., the Court-appointed Monitor of Superette (the "Monitor"). The Stalking Horse Bid will

set the floor, or minimum acceptable bid for potential alternative bids to be submitted in the SISP, which is designed to achieve the

highest and best offer for Superette's business and assets.

The assets to be acquired under the Stalking Horse

Agreement include six Superette retail locations within Toronto and Ottawa. Superette sells cannabis and non-cannabis branded merchandise

and has developed a prominent position in the Canadian retail cannabis landscape through its experiential and localized retail experience.

The Stalking Horse Bid also provides for certain intellectual property rights to white-label products under the Superette brand.

"We are excited by the opportunity to bring stability

to the Superette retail business during the CCAA Proceedings," said Zach George, Chief Executive Officer of SNDL. "The Superette

team has worked tirelessly to create an immersive and differentiated experience within the cannabis community and the bid seeks to further

solidify SNDL's position as a prominent multi-banner cannabis retail operator. Through the CCAA Proceedings, we are committed to supporting

Superette through the restructuring and ensuring the continuity and preservation of the Superette experience consumers have come to know

For more information on the Superette brand, please

visit https://superetteshop.com/.

History of the Investment

On February 9, 2022, SNDL entered into a secured promissory

note with Superette Inc., and certain subsidiaries, with a principal remaining amount of $4.8 million (the "Financing").

The Financing allowed for SNDL to continue its investments into a multi-banner strategy.

In connection with the CCAA Proceedings, SNDLhas also

agreed to provide up to an additional $2.1 million in pre-CCAA and debtor-in-possession financing for Superette for a total amount of

$6.9 million (the "Additional Financing"). The Additional Financing will provide Superette with the liquidity required to operate

during the CCAA Proceedings and undertake the SISP.

The consideration for the Stalking Horse Agreement

is made up of (i) a credit bid and set-off of debt owing to SNDL through the assumption of certain assumed liabilities; and (ii) the cash

payment of certain statutory priority payments and costs of terminating the CCAA proceeding and winding-down the relevant Superette entities.

McCarthy T trault LLP is acting as legal counsel

to SNDL. Cassels, Brock & Blackwell LLP is acting as counsel to Superette. PricewaterhouseCoopers Inc. is acting as a monitor of Superette

with respect to the CCAA Proceedings and is represented by Bennett Jones LLP.

SNDL is a public company whose shares are traded on

Nasdaq under the symbol "SNDL." Its business is operated and reported in four segments: Liquor Retail, Cannabis Retail, Cannabis

Production and Cultivation, and Investments.

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, and Spiritleaf. SNDL is a licensed

cannabis producer that uses state-of-the-art indoor facilities to supply wholesale and retail customers under a cannabis brand portfolio

that includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf Selects, and Grasslands. SNDL's investment portfolio seeks to deploy strategic

capital through direct and indirect investments and partnerships throughout the global cannabis industry.

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

Forward-Looking 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, annual production and the potential expansion plans of the Company

in Canada and internationally, 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/sndl-inc-enters-into-a-bid-agreement-to-acquire-superette-assets-301615892.html

SOURCE Sundial Growers Inc.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2022/31/c6735.html

For further information: SNDL Investor Relations: E: investors@sndl.com;

SNDL Media Inquiries: E: media@sndl.com

CO: Sundial Growers Inc.

CNW 17:56e 31-AUG-22