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Frequently asked questions
SNDL is asking shareholders to approve the Share Consolidation at a ratio ranging from 1-for-2 to 1-for-10. The Board will determine the exact ratio at the time it decides to implement the Share Consolidation, if the resolution is approved. (Pages 15, 21)
The Board believes the Share Consolidation could:Enhance shareholder value;Broaden the shareholder base;Attract more institutional investors;Improve financial and strategic flexibility;Support continued compliance with Nasdaq listing requirements.(Pages 21-22)
The Board believes the current trading price may limit interest from institutional investors, investment funds, analysts and brokers, many of whom have policies restricting investments in lower-priced securities.(Page 22)
No. The Share Consolidation is expected to proportionately reduce the number of Common Shares held by all Shareholders, so ownership percentages should remain substantially the same, except for the treatment of fractional Common Shares.(Page 23)
Your shareholdings will be reduced based on the ratio selected by the Board.For example:At a 1-for-2 ratio, 1,000 shares would become 500 shares.At a 1-for-10 ratio, 1,000 shares would become 100 shares.(Pages 15, 23)
The Board does not anticipate the Share Consolidation will have any economic effect on Shareholders other than the treatment of fractional Common Shares. However, there is no assurance that the share price will increase proportionately or maintain any increase following implementation.(Pages 23, 25)
No fractional Common Shares will be issued. Any fractional entitlement will be rounded down to the nearest whole Common Share, and Shareholders will not receive compensation for the discarded fraction.(Pages 23, 26)
Shareholders holding a small number of Common Shares may receive no Post-Consolidation Shares if their entitlement of Post-Consolidation Shares is less than one whole Common Share after rounding down. (Page 26)
The number of Common Shares issuable and the corresponding exercise or conversion prices for outstanding warrants, stock options, RSUs and PSUs will be adjusted proportionately following the Share Consolidation. (Page 23)
No. SNDL expects its Common Shares to continue trading on both Nasdaq and the CSE under the symbol "SNDL." (Page 23)
The Share Consolidation is not necessary to maintain SNDL’s Nasdaq listing, but the Board believes the Share Consolidation is expected to support continued compliance with Nasdaq's minimum bid price requirement of US$1.00 per share. However, there can be no assurance that compliance will continue after implementation. (Pages 22, 25-26)
The Share Consolidation must be approved by a special resolution, requiring at least 66⅔% of votes cast at the Meeting to be voted FOR the proposal. (Page 13)
No. Even if approved, the Board retains the discretion to determine the timing of the Share Consolidation implementation, select the final ratio, or decide not to proceed with the Share Consolidation if it determines the Share Consolidation is no longer in the best interests of the Corporation. (Pages 16, 23, 25, Appendix E)
If approved, the Board currently expects the Share Consolidation to be implemented before October 31, 2026, but it may be implemented at any time within one year following the date of the Meeting (or any adjournment or postponement thereto). (Pages 2, 16, 23, Appendix E)
After careful consideration, the Board determined the Share Consolidation is in the best interests of SNDL and unanimously recommends that shareholders vote FOR the Share Consolidation Resolution. (Pages 22-23)
Risks include:Shareholder approval may not be obtained;The Board may elect not to implement the Share Consolidation;The share price of Common Shares may not increase as expected;Trading liquidity of Common Shares could decrease;The Share Consolidation does not guarantee compliance with Nasdaq continued listing requirements;Shareholders may lose fractional Common Share interests. (Pages 25-26)
The Board recommends that Shareholders vote FOR the Share Consolidation Resolution. (Pages 16, 23)
If the Share Consolidation is approved and the Board proceeds to implement it, Registered Shareholders will need to exchange their existing share certificate(s) for new ones representing their Post-Consolidation Shares. Odyssey will mail to each Registered Shareholder a Consolidation Letter Of Transmittal (LOT) with the Information Circular, which will contain instructions on how to surrender their existing share certificate. (Page 24)
Beneficial Shareholders should be aware that their Intermediary may have different procedures for processing the Share Consolidation than those that will be put in place for Registered Shareholders. Beneficial Shareholders are encouraged to contact their intermediaries with procedure questions. (Page 23)
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