CALGARY,
AB, March 27, 2023 /PRNewswire/ - SNDL
Inc. (NASDAQ: SNDL) ("SNDL" or the "Company") today
announced an anticipated delay in the filing of its audited
consolidated financial statements for the year ended December 31, 2022, management's discussion and
analysis for the same period and management certifications of
annual filings (collectively, the "Filings") beyond the
deadline of March 31, 2023 prescribed
by Canadian securities laws. SNDL expects to file its Annual Report
on Form 20-F within the applicable U.S. filing deadline. The
Company further announced that it will release its fourth quarter
and year end 2022 financial results for the year ended December 31, 2022 on Friday, April 14, 2023.
![SNDL Inc. Logo (CNW Group/Sundial Growers Inc.) SNDL Inc. Logo (CNW Group/Sundial Growers Inc.)](https://mma.prnewswire.com/media/2041805/Sundial_Growers_Inc__SNDL_to_Announce_Fourth_Quarter_and_Year_En.jpg)
Based on unaudited financial statements prepared by the
management of the Company, SNDL expects to report record net
revenue and cash flow from operations for the fourth quarter of
2022. The Company also expects to report a material provision for
impairment of goodwill related to the acquisition of Alcanna Inc.
("Alcanna") (a former wholly owned subsidiary of the Company,
acquired in March 2022 as previously
announced, which amalgamated with the Company effective
January 1, 2023) and the decline in
the trading price of shares of Nova Cannabis Inc. ("Nova"),
which was a subsidiary of Alcanna at the date of acquisition.
Despite improving fundamentals for Nova, the share price decline of
more than 50% since the acquisition date warranted a material
non-cash adjustment.
The principal reasons for the delay are:
- The significant amount of work and in-depth procedures required
to be performed by the Company and its external auditor on its
internal controls over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act of 2002 ("SOX"), including the
addition of significant operations acquired during 2022. The
requirement to be SOX compliant and expanded scope of operations is
a function of the rapid growth in scale and level of corporate
activity SNDL has achieved over the last three years. SOX
compliance requires heightened levels of corporate controls and
processes that will ultimately benefit SNDL shareholders through
best practices in risk management.
- Additional procedures required by the Company related to the
change of auditor who was appointed in July
2022.
- Additional procedures required relating to significant
acquisitions during the year ended December
31, 2022.
The Company expects to release the Filings on April 14, 2023. The Company does not currently
anticipate restatement of previously released financial statements
of SNDL.
The Company has informed the staff of the Alberta Securities
Commission (the "ASC") about its anticipated delay of the
Filings and has applied to the ASC pursuant to Part 4 of National
Policy 12-203 – Management Cease Trade Orders ("NP 12-203")
for a Management Cease Trade Order ("MCTO") pending the
release of the Filings. If an MCTO is issued, SNDL intends to
satisfy the provisions of the "alternative information guidelines"
set out in NP 12-203, including the requirement to file bi-weekly
status reports in the form of news releases containing prescribed
updating information, until the Filings are made. An MCTO would not
generally affect the ability of persons who are not directors,
officers, or insiders of the Company to trade in securities of the
Company.
SNDL's blackout policy has restricted trading by directors,
officers, and other insiders of the Company for the entire calendar
year thus far. The policy has also restricted the Company's ability
to execute the repurchase of SNDL shares under its previously
announced share repurchase plan. The Company expects the trading
window to open subsequent to the filing of first quarter financial
results in May 2023.
In accordance with NP 12-203, SNDL confirms there is no
insolvency proceeding to which it is subject and the Company
intends to file with the CSA regulators throughout the period in
which it is in default, the same information it provides to
creditors, if any, when information is provided to creditors, if
any, and in the same manner as it would file a material change
report under Part 7 of National Instrument 51-102 – Continuous
Disclosure Obligations. The Company further confirms that there
is no other material information concerning the affairs of the
Company that has not been generally disclosed.
SNDL will provide details on the full year and fourth quarter
2022 conference call at a later date.
ABOUT SNDL INC.
SNDL is a public company whose shares are traded on the Nasdaq
under the symbol "SNDL."
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. For more
information on SNDL, please go to www.sndl.com.
Forward-Looking
Statements
Certain statements in this press release constitute
"forward-looking" statements that involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance, objectives or achievements of SNDL or industry
results, to be materially different from any future results,
performance, objectives or achievements expressed or implied by
such forward-looking statements. When used in this press release,
words such as "may", "would", "could", "will", "expect",
"anticipate", "estimate", "believe", "intend", "plan", and other
similar expressions are intended to identify forward-looking
statements. Forward-looking information in this news release
includes, but is not limited to, statements regarding: SNDL's s
expectation that it will file its Annual Report on Form 20-F within
the applicable U.S. filing deadline and that it will report its
fourth quarter and full year 2022 earnings on or before
April 14, 2023; SNDL's intention to
report fourth quarter and full year 2022 earnings and complete the
Filings on April 14, 2023; SNDL's
expectation that it will report record net revenue and cash flow
from operations for the fourth quarter of 2022 and a material
provision for impairment of goodwill related to the decline in
share trading price of Nova Cannabis Inc.; SNDL's intention to file
bi-weekly status reports in the form of news releases in
satisfaction of the provisions of the "alternative information
guidelines" set out in NP 12-203; SNDL's expectation that that
there will be no restatement of previously released financial
statements of SNDL; and the Company's expectation that the trading
window will open in May 2023. These
statements reflect SNDL's current views regarding future events and
operating performance, are based on information currently available
to SNDL, and speak only as of the date of this press release. These
forward-looking statements involve a number of risks, uncertainties
and assumptions and should not be read as guarantees that future
performance or results will be achieved. Many factors could cause
the actual results, performance, objectives or achievements of SNDL
to be materially different from any future results, performance,
objectives or achievements that may be expressed or implied by such
forward-looking statements. The principal factors, assumptions and
risks that SNDL made or took into account in the preparation of
these forward-looking statements include: SNDL's belief that its
external auditor will complete its audit and release its audit
opinion in a timely manner that will allow SNDL to file its Annual
Report on Form 20-F within the applicable U.S. filing deadline;
SNDL's belief that the unaudited financial statements prepared by
management of the Company will not differ materially from audited
financial statements once available. Additional factors that may
impact SNDL's results are discussed in SNDL's other publicly
available disclosure documents, as filed by SNDL on EDGAR
(www.sec.gov/edgar) and SEDAR (www.sedar.com). Should one or more
of these risks or uncertainties materialize, or should assumptions
underlying the forward-looking statements prove incorrect, actual
results may vary materially from those described in this press
release as intended, planned, anticipated, believed, estimated or
expected. The forward-looking information contained in this news
release is made as of the date hereof. Unless required by
applicable securities law, SNDL does not intend and does not assume
any obligation to update these forward-looking statements, whether
as a result of new information, future events or otherwise.
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SOURCE Sundial Growers Inc.