Sale and Investment Solicitation Process (SISP)

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.

On September 9, 2022, on application by Superette Inc., Superette Ontario Inc., 2659198 Ontario Inc., 2662133 Ontario Inc., 2662134 Ontario Inc. and 2662135 Ontario Inc. (the "Superette Group"), the Ontario Superior Court of Justice (Commercial List) (the ”Court”) issued an order (the “SISP Order”), among other things:

Authorizing the Superette Group to undertake a sale and investment solicitation process (“SISP”) for the sale of their business, property, assets and undertaking; and
Authorizing the Superette Group to enter into the stalking horse agreement (the “Stalking Horse Agreement”), dated August 29, 2022, between the Superette Group and SNDL Inc. (the “Purchaser”) for the purposes of SISP.

The SISP is fully described in Procedures for the Sale and Investment Solicitation Process, attached as the Schedule “A” to the SISP Order.

A summary of the key dates pursuant to the SISP are as follows:

Event:	Date:
Phase 1
1. Preparation
Superette Group to assemble due diligence information and set up Virtual Data Room (“VDR”). Monitor to prepare a Teaser Letter and Non-Disclosure Agreement (the “NDA”) in advance of Court approval of the SISP Order	In advance of Court approval of the SISP Order
2. Notice
Superette Entities to issue a press release regarding the Opportunity and the Monitor to publish a notice of the SISP on the Monitor’s website and other industry trade publications, as determined appropriate. Monitor to distribute Solicitation Letter and NDA to potentially interested parties	As soon as reasonably practicably following the date on which the SISP Order is granted
3. Access to VDR
Phase 1 Qualified Bidders provide daccess to a VDR	September 9, 2022 to October 11, 2022
4. Bid Deadline
Deadline for Qualified Bidders to submit non-binding LOIs in accordance with the requirement of paragraph 14 of the Bidding Procedures	By no later than October 11, 2022, at 5:00 p.m. (Eastern Time), or approximately 30 days after the SISP order is granted
5. Satisfactory Bid
Monitor to assess non-binding LOIs using criteria outlined in the SISP to determine if a LOI is a Satisfactory Bid. Phase 1 Satisfactory Bidders designated by the Monitor as Phase 2 Qualified Bidders invited to participate in Phase 2 if the Monitor proceeds to Phase 2	By no later than October 14, 2022, at 5:00 p.m. (Eastern Time)
6. Approval Motion if No Other Bids
Filing of Approval Motion in respect of the Stalking Horse Agreement in the event that no other Phase 1 Satisfactory Bid is received and issuance of Approval and Vesting Order	Week of October 17, 2022
7. Closing – No Other Bids
Anticipated deadline for closing of the Stalking Horse Agreement in the event that no other Phase 1 Satisfactory Bid is received	October 31, 2022
Phase 2 (if applicable)
8. Bid Deadline & Qualified Bidders Phase 2 Bid Deadline (for delivery of definitive offers by Phase 2 Qualified Bidders in accordance with the requirement of paragraph 23 of the Bidding Procedures)	November 14, 2022
9. Auction Anticipated Auction (if needed	November 18, 2022
10. Selection of final Successful Bid Deadline for selection of final Successful Bid	By no later than November 21, at 5:00 p.m. (Eastern Time)
11. Definitive Documentation Deadline for completion of definitive documentation in respect of Successful Bid	By no later than December 5, 2022
12. Approval Motion – Successful Bid Deadline for filing of Approval Motion in respect of Successful Bid	Week of December 5, 2022
13. Closing – Successful Bid Anticipated deadline for closing of Closing – Successful Bid Anticipated deadline for closing of Successful Bid being the Target Closing Date	December 19, 2022 or such earlier date as is achievable
14. Outside Date – Closing Outside Date by which the Successful Bid must close	December 31, 2022

Any questions regarding the SISP may be forwarded to ca_superette@pwc.com

Tite	Date
SISP Approval Order	2022-09-09
Solicitation Letter	2022-09-09

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