Date Closed

February 6, 2023

Lead Office

Toronto

Value

25.00 Million CAD

On November 6, 2022, SNDL Inc. (“SNDL”), in the context of the Superette Group’s (as defined below) proceedings under the Companies’ Creditors Arrangement Act (Canada), successfully closed the transaction contemplated by the agreement of purchase and sale dated August 29, 2022 (as amended and restated on December 12, 2022) (the “APS”) and the approval and vesting order issued by the Ontario Superior Court of Justice (Commercial List) on December 20, 2022.

The Superette Group, which includes Superette Inc. and Superette Ontario Inc. (“Superette Ontario”), sells cannabis and non-cannabis branded merchandise and has furthered its market exposure and brand awareness through private-label cannabis offerings. Pursuant to the APS, certain of the Superette entities (together, the "Superette Group") have sold their right, title and interest in: (i) the Purchased Assets (as defined in the APS), which include five Superette retail locations within Toronto and Ottawa; (ii) the intellectual property rights related to the Superette brand (the "Superette IP"); and (iii) all of the issued and outstanding shares of Superette Ontario.

Pursuant to applicable laws and regulatory considerations, SNDL directed that the shares of Superette Ontario be transferred to Spirit Leaf Ontario Inc. ("SLO"). SNDL has entered into an option agreement with SLO to purchase all of the issued and outstanding shares of Superette Ontario if certain conditions are met, including compliance with regulatory considerations. The Purchased Assets were transferred to Superette Ontario to assist in operating its retail locations and the Superette IP was transferred to SNDL directly. Certain of the Superette IP will be licensed by SNDL to SLO to allow it to use the Superette brand in the retail locations.

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 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, Citizen Stash, Sundial Cannabis, Palmetto, Bon Jak, Spiritleaf Selects, Versus Cannabis, Value Buds, Vacay, Grasslands and Superette. SNDL's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.? The Superette retail locations are complementary to SNDL's current cannabis retail and margin strategy and provide a differentiated retail experience to enhance the Company's market coverage and consumer reach. The Superette banner will benefit from SNDL's shared service model to provide for cost-effective operational support.

McCarthy Tétrault advised SNDL with a team co-led by Ranjeev Dhillon (Corporate) and Jamey Gage (Restructuring) that included Saneea Tanvir (Restructuring), Gurvir Sangha, Adil Akbar, Matthew Sanders, and Meghan Noel (Corporate).