SNDL Announces Agreement to Acquire The Valens Company to Create Leading Vertically Integrated Cannabis Platform

CALGARY, AB and KELOWNA, BC, Aug. 22, 2022 /PRNewswire/ – SNDL Inc. (Nasdaq: SNDL) (“SNDL”) and The Valens Company Inc. (TSX: VLNS) (Nasdaq: VLNS) (“Valens”) are pleased to announce today that they have entered into an arrangement agreement (the “Agreement”) to combine their businesses and create a leading vertically integrated cannabis platform. Pursuant to the terms of the Agreement, SNDL will acquire all of the issued and outstanding common shares of Valens (“Valens Shares”), other than those owned by SNDL and its subsidiaries, by way of a statutory plan of arrangement (the “Transaction”). All financial information in this press release is reported in Canadian dollars unless otherwise indicated.

SNDL Inc.The Valens Company Inc

Under the terms of the Agreement, Valens’ shareholders will receive, for each Valens Share, 0.3334 of a common share of SNDL (the “Offer Exchange Ratio”). Based on the August 19, 2022 close of the SNDL shares on the Nasdaq Capital Market exchange (the “Nasdaq”), the consideration represents an implied value of $1.26 per Valens Share (the “Implied Offer Price”), for total consideration of approximately $138 million. The Implied Offer Price represents a premium of 10% based on a trailing 30-day volume-weighted average price (“VWAP”) of the Valens Shares, on the Toronto Stock Exchange (the “TSX”) up to August 19, 2022.For more information on the announcement, an investor presentation can be found at www.sndl.com and www.thevalenscompany.com.

www.sndl.comwww.thevalenscompany.com

With 555,500 square feet of cultivation and manufacturing space and 185 cannabis stores under the Spiritleaf and Value Buds banners, the combined company will offer a complete portfolio of branded products to consumers in Canada through its own supply and distribution channels. With approximately $314 million¹ in net cash and no debt, SNDL will continue to have one of the strongest balance sheets in the North American regulated cannabis industry. SNDL will also have the highest pro forma Canadian cannabis revenue on a last fiscal quarter annualized basis. The combined company will operate as SNDL Inc., and Valens shareholders will own approximately 9.5% of the pro forma entity.

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1 Inclusive of SNDL and Valens cash, net of debt retirement from the Transaction and estimated transaction costs as at August 19, 2022.

1 Inclusive of SNDL and Valens cash, net of debt retirement from the Transaction and estimated transaction costs as at August 19, 2022.