Full Press Release Details
Sundial Announces Results of its Annual and
Special Meeting of Shareholders and Details of the Share Consolidation
Calgary, AB (July 25, 2022) - 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:
The following votes were received with respect
| 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
| 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
Immediately prior to the Share Consolidation, there
were 2,379,931,190Common Shares issued and outstanding, and 237,993,119Common 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.
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.
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.
Sophie Pilon, Director, Investor Relations and Communications
Sundial Growers Inc.
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.