July 15, 2019

Torsten Kuenzlen
Chief Executive Officer
Sundial Growers Inc.
#200, 919 11 Avenue SW
Calgary, AB
Canada T2R 1P3

       Re: Sundial Growers Inc.
           Registration Statement on Form F-1
           Filed July 5, 2019
           File No. 333-232573

Dear Mr. Kuenzlen:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our June 13,
2019 letter.

Registration Statement on Form F-1

Prospectus Summary, page 1

1.     We note your revised disclosure on page 36 that all of your executive
officers, with the
       exception of Geoff Thomspon, and one of your directors have not obtained
the required
       security clearance from Health Canada. Please disclose this here and
discuss the effect
       that the failure to receive such clearances could have on your business.
Our Strengths, page 6

2.     We note your revised disclosure on page 6 that you until your CBD
extraction facilities
       are operational, you will make CBD extraction arrangements with third
parties. Please
 Torsten Kuenzlen
FirstName LastNameTorsten Kuenzlen
Sundial Growers Inc.
Comapany NameSundial Growers Inc.
July 15, 2019
July 15, 2019 Page 2
Page 2
FirstName LastName
         disclose whether you have made any agreements with third parties, and,
if so, please
         disclose the key terms of any such agreements and file them as
exhibits to your
         registration statement, if required to do so pursuant to Item 601 of
Regulation S-K. In
         addition, we note your revised disclosure on page 6 that you intend to
leverage Bridge
         Farm's distribution relationships with Tesco, Morrisons, ASDA, Lidl,
Amazon and Aldi to
         launch CBD product sales in the United Kingdom. Please disclose here
whether these
         companies have agreed to sell your CBD products.
Estimated Preliminary Results for the Three Months Ended June 30, 2019
(unaudited), page 19

3.       You have disclosed in the filing your estimated preliminary results
which could be
         considered a forecast. Please also present the estimated net
income/loss and net
         income/loss per share pursuant to Item 10(b) Regulation S-K.
Use of Proceeds, page 51

4.       Please provide the amount of the proceeds you intend to use for each
of the specified uses
         on page 51. In addition, we note your disclosure on page 60 regarding
your plans to
         expand your capacity at the Olds, Merritt and Bridge Farm facilities.
Please provide an
         estimate of whether the net proceeds are sufficient to fully fund your
current expansion
         plans, and, if not, please provide an estimate of the amount and
sources of other funds
         needed.
Unaudited Pro Forma Condensed Consolidated Financial Information
Unaudited Pro Forma Consolidated Statement of Financial position, page 63

5.       Please clarify in the notes to the pro forma information the nature of
the derivative
         liability in adjustment (c).
Business
Our Growth Strategies, page 113

6.       We note your response to comment 4. Please disclose when you will have
the capacity to
         export medical cannabis from Canada as well as the market you intend
to supply with
         medical cannabis. In this regard, we note your disclosure that you
intend to target the
         United Kingdom and Germany as early as 2020. Clarify whether you
intend to export
         medical cannabis from Canada to these identified markets.
Intellectual Property, page 122

7.       We note your response to comment 2. On page 122, you disclose that two
of your strains
         of medical cannabis demonstrate properties for the treatment of
inflammatory disorders of
         the gastrointestinal tract, irritable bowl disease, ulcerative colitis
as well as anti-cancer,
         anti-inflammatory and rejuvenation properties. Please disclose your
basis for these
         statements by providing a detailed description of your preclinical
studies.
 Torsten Kuenzlen
Sundial Growers Inc.
July 15, 2019
Page 3

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Keira Nakada at 202-551-3659 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with
any other
questions.



FirstName LastNameTorsten Kuenzlen                         Sincerely,
Comapany NameSundial Growers Inc.
                                                           Division of
Corporation Finance
July 15, 2019 Page 3                                       Office of Healthcare
& Insurance
FirstName LastName