EX-99.2 3 ss4020218_ex9902.htm EARLY WARNING REPORT

 Exhibit 99.2

FORM 62-103F1

EARLY WARNING REPORT

This amended Early Warning Report on Form 62-103F1 is filed to amend the disclosure of the Purchaser (as defined below) related to its ownership of common shares of the Company (as defined below) in the original Early Warning Report of the Purchaser dated May 10, 2024 to reflect the completion of the Arrangement pursuant to the Arrangement Agreement (each as defined below).

Item 1 – Security and Reporting Issuer

1.1State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

Common shares (theCompany Shares”) of

Nova Cannabis Inc. (the “Company”)

101, 17220 Stony Plain Road NW

Edmonton, Alberta T5S 1K6

1.2State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

 

The transaction occurred by way of a court approved plan of arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (“ABCA”) and involved the acquisition of all of the outstanding Company Shares by the Purchaser (as defined below). The Company Shares were listed on the Toronto Stock Exchange (“TSX”) under the symbol “NOVC” at the time of acquisition.

Item 2 – Identity of the Acquiror

2.1

State the name and address of the acquiror.

 

SNDL Inc. (the “Purchaser”)
#300, 919 - 11th Avenue SW

Calgary, Alberta T2R 1P3

2.2State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

The Arrangement closed on October 21, 2024. The Purchaser acquired all of the outstanding Company Shares pursuant to the Arrangement.

The Arrangement was completed pursuant to the terms of an arrangement agreement dated August 12, 2024, between the Purchaser and the Company (the “Arrangement Agreement”). Under the terms of the Arrangement Agreement, each holder of Company Shares (other than the Purchaser or its affiliates that hold Company Shares) (“Company Shareholders”) received, for each Company Share held, $1.75 in cash (the “Cash Consideration”), provided that Company Shareholders could elect to receive, in lieu of the Cash Consideration, 0.58 of a common share in the capital of the Purchaser (each whole share, a “Purchaser Share”) subject to proration in accordance with the plan of arrangement contemplating the Arrangement.

2.3State the names of any joint actors

Not applicable.

  

 

 

Item 3 – Interest in Securities of the Reporting Issuer

3.1State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror's securityholding percentage in the class of securities.

Immediately prior to the Arrangement, the Purchaser held 40,501,641 Company Shares, representing approximately 65.2% of the issued and outstanding Company Shares. Pursuant to the Arrangement, the Purchaser acquired 21,580,530 Company Shares, representing 34.8% of the issued and outstanding Company Shares at the effective time of the Arrangement. Following the completion of the Arrangement, the Purchaser holds all of the issued and outstanding Company Shares.

3.2State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

See Item 3.1.

3.3If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4State the designation and number or principal amount of securities and the acquiror's security holding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

See Item 3.1.

3.5State the designation and number or principal amount of securities and the acquiror's security holding percentage in the class of securities referred to in Item 3.4 over which
(a)the acquiror, either alone or together with any joint actors, has ownership and control,

As at October 18, 2024, upon completion of the Arrangement, the Purchaser held 100% of the issued and outstanding Company Shares, being 62,082,171 Company Shares.

(b)the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Not applicable.

(c)the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

3.6If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings.

Not applicable.

3.7If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

 

  

 

Not applicable.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1State the value, in Canadian dollars, of any consideration paid or received per security and in total.

Holders of Company Shares received, in exchange for each Company Share held, the Cash Consideration, provided that Company Shareholders could elect to receive, in lieu of the Cash Consideration, 0.58 of a Purchaser Share, subject to proration in accordance with the plan of arrangement contemplating the Arrangement (“Share Consideration”). The closing trading price of a Purchaser Share on the Nasdaq on October 18, 2024, the last full trading day prior to the effective date of the Arrangement, was US$2.02 (approximately C$2.79). Company Shareholders representing a total of 275,507 Company Shares elected to receive an aggregate of 159,792 Purchaser Shares as Share Consideration. Company Shareholders representing a total of 21,305,023 Company Shares elected (or were deemed to have elected) to receive $37,283,790.25 as Cash Consideration. The aggregate consideration delivered pursuant to the Arrangement for the Company Shares was 159,792 Purchaser Shares and $37,283,790.25 in cash.

4.2In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

See Item 4.1

4.3If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

The Company Shares were acquired pursuant to the Arrangement under Section 193 of the ABCA.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer.

The Purchaser acquired all of the Company Shares pursuant to the Arrangement under the ABCA.

  

 

 

Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a)the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

Not applicable.

(b)a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

The Purchaser, as sole shareholder of the Company, intends to undergo a vertical short-form amalgamation with the Company, continuing as a single corporation under the name “SNDL Inc.”.

(c)a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

Not applicable.

(d)a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

Pursuant to the Arrangement, on October 21, 2024, all of the directors of the Company resigned, the number of directors of the Company was reduced to three and a new board of directors was appointed by the Purchaser as sole shareholder of the Company.

(e)a material change in the present capitalization or dividend policy of the reporting issuer;

Not applicable.

(f)a material change in the reporting issuer's business or corporate structure;

Not applicable, other than as set forth under Items 5(b) and 5(i) herein.

(g)a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

Not applicable.

(h)a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

The Company Shares were delisted from the TSX as of the close of trading on October 22, 2024.

(i)the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

The Company will submit an application to cease to be a reporting issuer in each of the provinces and territories of Canada.

(j)a solicitation of proxies from securityholders;

  

 

 

Not applicable.

(k)an action similar to any of those enumerated above.

Except as described above, the Company does not have any present plans or intentions that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 5 hereof. However, the Company reserves the right to change its plans and intentions at any time, as it deems appropriate.

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

6.1Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Not applicable.

Item 7 – Change in Material Fact

7.1If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's securities.

Not applicable.

Item 8 – Exemption

8.1If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

The acquirer must certify that the information is true and complete in every respect. In the case of an agent, the certification is based on the agent's best knowledge, information and belief but the acquirer is still responsible for ensuring that the information filed by the agent is true and complete.

This report must be signed by each person on whose behalf the report is filed or his authorized representative.

It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

 

  

 

Certificate

I, as the acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

DATED this 23rd day of October, 2024.  
     
     
  SNDL INC.  
     
  By: (signed) “Zachary George”  
  Name: Zachary George  
  Title: Chief Executive Officer