SNDL & 1CM Provide Update Regarding Arrangement

Edmonton, Alberta and Toronto, Ontario--(Newsfile Corp. - December 15, 2025) - SNDL Inc. (NASDAQ: SNDL) (CSE: SNDL) ("SNDL") and 1CM Inc. (CSE: EPIC) (OTCQB: MILFF) (FSE: IQ70) ("1CM") announce that they have entered into an amended and restated arrangement agreement (the "A&R Arrangement Agreement") dated December 15, 2025. The A&R Arrangement Agreement amends and restates the arrangement agreement dated April 9, 2025 between 1CM and SNDL (the "Original Arrangement Agreement"), pursuant to which SNDL agreed to, among other things, acquire 32 cannabis retail stores operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the "Transaction") for a purchase price of $32.2 million in cash, subject to certain adjustments.

Under the A&R Arrangement Agreement, the parties have agreed to, among other things, complete the Transaction in two stages to align with the status of required provincial regulatory approvals. The first closing ("First Closing") will involve the sale of 5 cannabis retail located in Alberta and Saskatchewan, where the expected regulatory approvals are expected to be forthcoming at closing. The second closing ("Second Closing") will involve the sale of remaining 27 cannabis retail stores, each of which are located in Ontario, where the required regulatory approval is not expected to be obtained in 2025. In addition, the outside date for completion of the Transaction has been extended from December 31, 2025 to May 31, 2026.

The purchase price for the First Closing will be $5.0 million in cash, and the purchase price for the Second Closing will be $27.2 million in cash, in each case subject to certain adjustments at the time of the applicable closing. The aggregate purchase price for the Transaction has not been amended. Pursuant to the A&R Arrangement Agreement, SNDL has paid a $2.0 million non-refundable cash deposit towards the purchase price in respect of the First Closing.

As previously disclosed, 1CM's shareholders (the "1CM Shareholders") voted overwhelmingly in favour of the Transaction at 1CM's annual and special meeting of shareholders held on June 16, 2025 and 1CM obtained a final order (the "Final Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") approving the arrangement contemplated under the Original Arrangement Agreement on June 18, 2025. 1CM intends to seek the approval of the Court at a hearing scheduled on January 5, 2026 to vary the Final Order in accordance with the amendments to the Transaction contemplated by the A&R Arrangement Agreement. Securityholders who wish to be heard must serve and file a notice of appearance as set out in the Interim Order dated May 6, 2025, a copy of which is attached to 1CM's management information circular dated May 12, 2025 as Appendix "E". Subject to obtaining Court approval, the First Closing is expected to occur in January 2026.