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SUNDIAL GROWERS INC.
NOTICE OF MEETING AND
INFORMATION CIRCULAR
FOR THE ANNUAL AND SPECIAL MEETING
SUNDIAL GROWERS INC.
NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD VIRTUALLY ON
Notice is hereby given that the annual and special meeting (the Meeting ) of the holders ( Shareholders ) of common shares
( Common Shares ) of Sundial Growers Inc. (the Corporation ) will be held on July 21, 2022 at 1:00 p.m. (Calgary time). Due to the continued public health impacts of the COVID-19 pandemic, the Corporation is again
hosting the Meeting in virtual only format. The virtual only format will help mitigate health and safety risks to the community, employees, Shareholders and other stakeholders. The Corporation encourages all Shareholders to virtually attend the
Meeting. Shareholders can find important information and detailed instructions about how to attend and participate in the Meeting in the accompanying information circular of the Corporation dated June 21, 2022 (the Information
Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at
https://web.lumiagm.com/263589432, all in real time, provided they are connected to the Internet and properly follow the instructions contained on the website. Beneficial Shareholders (being Shareholders who hold their Common Shares
through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to the Meeting but
will not be able to vote at the Meeting or ask questions.
The Meeting and any or all adjournments thereof will be held to:
The nature of the business to be transacted at the Meeting and the specific details of the matters proposed to be put to the Meeting
are described in further detail in the accompanying Information Circular. As a Shareholder, it is very important that you read the Information Circular and other Meeting materials carefully. They contain important information with respect to voting
your Common Shares and attending and participating at the Meeting.
The record date for the determination of Shareholders entitled to receive notice of
and to vote at the Meeting is June 21, 2022. Shareholders whose names have been entered in the register at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a
Shareholder transfers the ownership of any of his, her or its Common Shares after such date and the transferee of those Common Shares establishes that he, she or it owns the Common Shares and requests, not later than ten (10) days before the
Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.
Management is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Common
Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Information Circular accompanying this Notice, and: (i) vote it online at
https://login.odysseytryst.com/pxlogin; or (ii) mail it to or deposit it with the Corporation s Canadian transfer agent, Odyssey Trust Company at:
Odyssey Trust Company
702, 67 Yonge Street
Toronto, Ontario M5E 1J8
Attention: Proxy Department
be valid, the duly completed and signed form of proxy must be received not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the Meeting or any adjournment thereof. A Shareholder may appoint as his, her
or its proxy a person other than those named in the enclosed form of proxy. That person does not have to be a Shareholder.
DATED this 21st day of June, 2022.
| BY ORDER OF THE BOARD OF DIRECTORS OF SUNDIAL GROWERS INC. |
| /s/ Zachary George |
| Zachary George |
| Chief Executive Officer and Director |
Court File No. 2201-06999
IN THE COURT OF QUEEN S BENCH OF ALBERTA
JUDICIAL CENTRE OF CALGARY
IN THE MATTER OF SECTION 193 OF THE BUSINESS CORPORATIONS ACT,
R.S.A. 2000, c. B-9, AS AMENDED
AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING SUNDIAL GROWERS INC.,
ALCANNA INC. AND THE SHAREHOLDERS OF SUNDIAL GROWERS INC.
NOTICE OF ORIGINATING APPLICATION
NOTICE IS HEREBY GIVEN that an originating application (the Application ) has been filed with the Court of Queen s Bench of
Alberta, Judicial Centre of Calgary (the Court ) on behalf of Sundial Growers Inc. ( Sundial ) with respect to a proposed plan of arrangement (the Plan of Arrangement ) under section 193 of the
Business Corporations Act (Alberta), as amended (the ABCA ), involving Sundial, Alcanna Inc. and the holders (the Shareholders ) of common shares of Sundial (the Arrangement ), which
Arrangement is described in greater detail in the information circular of Sundial dated June 21, 2022 accompanying this Notice of Originating Application. At the hearing of the Application, Sundial intends to seek:
(collectively, the Final Order ).
NOTICE IS FURTHER GIVEN that the said Application is directed to be heard before a Justice of the Court, at the Court of Queen s Bench of Alberta, 601 5th Street SW, Calgary, Alberta, or via video conference if necessary, on July 22,
2022 at 10:00 a.m. (Calgary time) or as soon thereafter as counsel may be heard. Any (a) Shareholder or (b) other interested party desiring to support or oppose the Application may appear at the time of the
hearing in person (virtually) or by counsel provided such Shareholder or other interested party files with the Court and serves upon Sundial on or before 4:00 p.m. (Calgary time) on July 15, 2022, a notice of intention to appear in accordance with
the Alberta Rules of Court (the Notice of Intention to Appear ) setting out such Shareholder s or interested party s address for service and, if applicable, indicating whether such Shareholder or interested party intends to
support or oppose the Application or make submissions together with a summary of the position such person intends to advocate before the Court and any evidence or materials that are to be presented to the Court. Service on Sundial is to be
effected by delivery to its solicitors at the address set forth below.
AND NOTICE IS FURTHER GIVEN that, at the hearing and subject to the
foregoing, Shareholders and any other interested party will be entitled to make representations as to, and the Court will be requested to consider, the fairness of the Arrangement. If you do not attend, either in person (virtually) or by counsel, at
that time, the Court may approve or refuse to approve the Arrangement as presented, or may approve the Arrangement subject to such terms and conditions as the Court may deem fit, without any
AND NOTICE IS FURTHER GIVEN that the Court, by the interim order (the Interim Order ) of the Court dated June
21, 2022, has given directions as to the calling and holding of an annual and special meeting of the Shareholders for the purposes of, among other matters, such Shareholders voting upon a special resolution to approve the Arrangement and, in
particular, has directed that registered Shareholders have the right to dissent under the provisions of section 191 of the ABCA, as modified by the terms of the Interim Order and the Plan of Arrangement, in respect of the Arrangement.
AND NOTICE IS FURTHER GIVEN that the Final Order approving the Arrangement will, if granted, constitute the basis for an exemption from the
registration requirements of the United States Securities Act of 1933, as amended, pursuant to section 3(a)(10) thereof with respect to the distribution of the new common shares of Sundial and the common shares of Nova Cannabis Inc. to the
Shareholders, as described in, and pursuant to, the Plan of Arrangement.
AND NOTICE IS FURTHER GIVEN that further notice in respect of these
proceedings will only be given to those persons who have filed a Notice of Intention to Appear.
AND NOTICE IS FURTHER GIVEN that a copy of the
said Application and other documents in the proceedings will be furnished to any Shareholder or other interested party requesting the same by the under-mentioned solicitors for Sundial upon written request delivered to such solicitors as follows:
Solicitors for Sundial:
McCarthy T trault LLP
4000, 421 7th Avenue SW
Calgary, Alberta T2P 4K9
Telephone Number: (403) 260-3647
Attention: Lyndsey Delamont
City of Calgary, in the Province of Alberta, this 21st day of June, 2022.
| BY ORDER OF THE BOARD OF DIRECTORS OF SUNDIAL GROWERS INC. |
| /s/ Zachary George |
| Zachary George |
| Chief Executive Officer and Director |
| Page | ||||||
| NOTICE OF ORIGINATING APPLICATION | i | |||||
| FORWARD-LOOKING STATEMENTS | 1 | |||||
| GLOSSARY OF TERMS | 2 | |||||
| SOLICITATION OF PROXIES | 9 | |||||
| PERSONS MAKING THE SOLICITATION | 10 | |||||
| NOTICE TO BENEFICIAL HOLDERS | 10 | |||||
| RECORD DATE | 10 | |||||
| APPOINTMENT OF PROXY | 11 | |||||
| REVOCABILITY OF PROXY | 12 | |||||
| EXERCISE OF DISCRETION BY PROXY | 12 | |||||
| HOW DO I ATTEND AND PARTICIPATE IN THE MEETING? | 13 | |||||
| VOTING SHARES AND PRINCIPAL HOLDERS THEREOF | 13 | |||||
| QUORUM AND APPROVAL REQUIREMENTS | 14 | |||||
| PARTICULARS OF THE MATTERS TO BE ACTED UPON AT THE MEETING | 14 | |||||
| 1. | Receipt of Financial Statements and Auditors Report | 14 | ||||
| 2. | Fixing the Number of Directors | 14 | ||||
| 3. | Election of Directors | 14 | ||||
| 4. | Appointment of an Auditor | 15 | ||||
| 5. | Name Change | 16 | ||||
| 6. | Share Consolidation | 16 | ||||
| 7. | Plan of Arrangement | 17 | ||||
| 8. | Other Business | 18 | ||||
| DIRECTOR NOMINEES | 19 | |||||
| ORDERS, BANKRUPTCIES AND PENALTIES AND SANCTIONS | 24 | |||||
| THE SHARE CONSOLIDATION | 24 | |||||
| THE ARRANGEMENT | 26 | |||||
| PROCEDURE FOR THE DISTRIBUTION OF CERTIFICATES | 36 | |||||
| REGULATORY APPROVALS | 37 | |||||
| NOTE TO UNITED STATES SECURITY HOLDERS | 37 | |||||
| CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS | 38 | |||||
| CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES | 46 | |||||
| RISKS ASSOCIATED WITH THE SHARE CONSOLIDATION AND THE ARRANGEMENT | 48 | |||||
| INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON | 50 | |||||
| MANAGEMENT CONTRACTS | 51 | |||||
| INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS | 51 | |||||
| INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS | 51 | |||||
| ADDITIONAL INFORMATION | 51 | |||||
| Appendix A FORM 58-101F1 CORPORATE GOVERNANCE DISCLOSURE | A-1 |
| Appendix B FORM 51-102F6 STATEMENT OF EXECUTIVE COMPENSATION | B-1 | |||
| Appendix C AUDIT COMMITTEE CHARTER | C-1 | |||
| Appendix D BOARD MANDATE | D-1 | |||
| Appendix E CHANGE OF AUDITOR PACKAGE | E-1 | |||
| Appendix F ARRANGEMENT RESOLUTION | F-1 | |||
| Appendix G PLAN OF ARRANGEMENT | G-1 | |||
| Appendix H INTERIM ORDER | H-1 | |||
| Appendix I SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) | I-1 | |||
| Appendix J INFORMATION CONCERNING SUNDIAL GROWERS INC. | J-1 | |||
| Appendix K INFORMATION CONCERNING NOVA CANNABIS INC. | K-1 | |||
| Appendix L SHARE CONSOLIDATION RESOLUTION | L-1 |
SUNDIAL GROWERS INC.
Information Circular June 21, 2022
For the Annual and Special Meeting of
Shareholders of Sundial Growers Inc.
to be held on July 21, 2022
FORWARD-LOOKING STATEMENTS
Information Circular and the documents incorporated by reference herein contain forward-looking statements and forward-looking information (collectively, forward-looking statements ) within the meaning of applicable securities
laws. All statements other than statements of present or historical fact contained in this Information Circular are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as
seek , anticipate , plan , continue , estimate , expect , may , will , project , predict , potential , target ,
intend , could , might , should , believe and similar expressions or the negative thereof.
Without limiting the generality of the following, this Information Circular contains forward-looking statements pertaining to:
The forward-looking statements contained in this Information Circular are expressly qualified by this cautionary statement. Except as required under
applicable securities laws, the Corporation does not undertake or assume any obligation to publicly update or revise any forward-looking statements. Shareholders should read this entire Information Circular and consult their own professional
assess the legal issues, risk factors and other aspects of the matters to be voted on at the Meeting prior to voting their Common Shares.
otherwise requires, when used in this Information Circular, the following terms shall have the meanings set forth below.
means the 2021 annual and special meeting of Shareholders;
ABCA means the Business Corporations Act, Alberta R.S.A.
ACB means adjusted cost base;
Advance Notice Provisions means the Corporation s advance notice bylaws;
Alcanna means Alcanna Inc.;
Alcanna Transaction means the plan of arrangement involving Alcanna and the shareholders of Alcanna effected pursuant to Section 192
of the Canada Business Corporations Act;
allowable capital loss has the meaning ascribed to such term under Certain
Canadian Federal Income Tax Considerations Residents of Canada in this Information Circular;