SNDL Inc. and 1CM Inc. Amend Agreement to Acquire 32 Cannabis Retail Stores Across Canada

SNDL
December 16, 2025

SNDL Inc. (NASDAQ: SNDL) and 1CM Inc. (CSE: EPIC) entered into an amended and restated arrangement agreement on December 15, 2025, to acquire 32 cannabis retail stores operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan for a total purchase price of $32.2 million in cash.

The amended agreement restructures the original April 9, 2025 deal into a two‑stage closing. The first closing will involve five stores in Alberta and Saskatchewan for $5 million, with a projected completion in January 2026. The second closing will cover the remaining 27 Ontario stores for $27.2 million, slated for May 31, 2026. SNDL has already paid a $2.0 million non‑refundable cash deposit toward the first closing, and the transaction’s outside date has been extended to May 31, 2026, to accommodate provincial regulatory approvals.

Strategically, the acquisition expands SNDL’s Value Buds retail footprint and deepens its vertically integrated cannabis platform. By adding 32 additional locations, SNDL will increase its market share in key Canadian provinces and enhance its ability to capture higher‑margin retail sales, reinforcing the company’s strategy of combining a stable liquor retail engine with a growing cannabis business.

SNDL’s recent financial performance underpins the deal. Q3 2025 net revenue rose to $244.2 million with a 26.3% gross margin, and the company reported a record free cash flow of $16.7 million. With $218 million in unrestricted cash and no debt, SNDL has the liquidity to fund the acquisition while maintaining a strong balance sheet. The purchase price of $32.2 million represents a modest 13% of the company’s Q3 cash flow, indicating a disciplined capital allocation approach.

CEO Zach George emphasized the strategic fit, noting that “expanding our retail network strengthens our position in Canada’s mature cannabis market and supports our long‑term growth plan.” The deal also aligns with broader industry consolidation trends, as Canadian cannabis retailers seek scale to improve margins and regulatory compliance. Regulatory approvals remain a key headwind, particularly in Ontario, but the phased closing structure allows SNDL to navigate these approvals while preserving operational momentum.

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