Sundial Announces Results of its Annual and Special Meeting of Shareholders and Details of the Share Consolidation
Ryan Allway
July 25th, 2022
News, Top News
CALGARY, AB, July 25, 2022 /CNW/ – Sundial Growers Inc. (Nasdaq: SNDL) (“Sundial” or the “Company”) is pleased to announce all of the resolutions put to holders of common shares (the “Common Shares”) of the Company (the “Shareholders”) at the reconvened annual and special meeting held virtually today (the “Meeting”) were passed. The Meeting was originally held on July 21, 2022, and was adjourned, without any business being considered, due to a lack of quorum. Under the by-laws of the Company and the interim order granted by the Court of Queen’s Bench of Alberta in respect of the Meeting, those shareholders who attended the Meeting today, in person or by proxy, constituted a quorum.
At the Meeting, Shareholders approved: (i) fixing the number of directors of the Company at five members; (ii) electing each of Greg Mills, Zach George, Lori Ell, Bryan Pinney and Gregory Turnbull as directors of the Company for the ensuing year; and (iii) appointing Marcum LLP as the auditors of the Company for the ensuing year and authorizing the board of directors of the Company to set their remuneration.
The following votes were received with respect to fixing the number of directors of the Company at five members:
| Number of Common Shares For |
% For | Number of Common Shares Against |
% Against |
| 248,538,308 | 80.56 | 59,980,648 | 19.44 |
The following votes were received with respect to each director nominee:
| Number of Common Shares For |
% For | Number of Common Shares Withheld |
% Withheld | |
| Greg Mills | 244,538,362 | 79.26 % | 63,980,594 | 20.74 % |
| Zach George | 271,834,592 | 88.11 % | 36,684,366 | 11.89 % |
| Lori Ell | 243,674,490 | 78.98 % | 64,844,468 | 21.02 % |
| Bryan Pinney | 243,544,594 | 78.94 % | 64,974,363 | 21.06 % |
| Gregory Turnbull | 275,055,211 | 89.15 % | 33,463,745 | 10.85 % |
The following votes were received with respect to appointing Marcum LLP as the auditors of the Company:
| Number of Common Shares For |
% For | Number of Common Shares Withheld |
% Withheld |
| 280,957,048 | 91.07 % | 27,561,908 | 8.93 % |
Additionally, Shareholders approved, as special resolutions:
| (i) | amending the articles of Sundial to change of name of the Company from “Sundial Growers Inc.” to “SNDL Inc.” (the “Name Change”); |
| (ii) | a consolidation of all of the issued and outstanding Common Shares (the “Share Consolidation”) on the basis of not more than one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares and not less than one (1) post-consolidation Common share for every twenty-five (25) pre-consolidation Common Shares, as to be determined by the board of directors of the Company (the “Board”) in its sole discretion, to become effective at such time as the Board considers it to be in the best interests of the Company, but in any event not later than July 25, 2023; and |
| (iii) | a plan of arrangement involving the Company, Alcanna Inc., and the Shareholders under Section 193 of the Business Corporations Act (Alberta) (the “Arrangement”), such Arrangement to become effective at a date to be determined by the Board when the Board considers it to be in the best interests of the Company to implement such Arrangement, but in any event not later than July 25, 2023. |
The following votes were received with respect to the Name Change:
| Number of Common Shares For |
% For | Number of Common Shares Against |
% Against |
| 275,341,191 | 89.25 % | 33,177,767 | 10.75 % |
The following votes were received with respect to the Share Consolidation:
| Number of Common Shares For |
% For | Number of Common Shares Against |
% Against |
| 221,873,802 | 71.92 % | 86,645,153 | 28.08 % |
The following votes were received with respect to the Arrangement:
| Number of Common Shares For |
% For | Number of Common Shares Against |
% Against |
| 269,439,670 | 87.33 % | 39,079,286 | 12.67 % |
Details of the Share Consolidation
Immediately following the Meeting, the Board determined to effect the Share Consolidation on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares. The Share Consolidation has taken effect today, July 25, 2022, and the Common Shares are expected to begin trading on Nasdaq on a post-consolidation basis beginning at the open of markets on July 26, 2022. The record date for shareholders entitled to participate in the Share Consolidation is July 25, 2022.
Immediately prior to the Share Consolidation, there were 2,379,931,190Common Shares issued and outstanding, and 237,993,119 Common Shares are issued and outstanding following the Share Consolidation, subject to rounding for any fractional Common Shares. Fractional Common Shares to be received by Shareholders will be rounded up in the case of a fractional interest that is 0.5 or greater, or rounded down in the case of a fractional interest that is less than 0.5, to the nearest whole number of Common Shares that such holder would otherwise be entitled to receive upon implementation of the Share Consolidation.
Registered Shareholders were sent a letter of transmittal with their proxy materials in connection with the Meeting. The letter of transmittal provides instructions for how to exchange share certificates or Direct Registration Statements representing pre-consolidation Common Shares for new share certificates or Direct Registration Statements representing post-consolidation Common Shares to which such Shareholders are entitled as a result of the Share Consolidation. No action is required by non-registered Shareholders. A copy of the letter of transmittal is available under Sundial’s profile on SEDAR at www.sedar.com, under Sundial’s profile on EDGAR at www.sec.gov/edgar or by contacting Odyssey Trust Company at (587) 885-0960 or by email at corp.actions@odysseytrust.com.
The Share Consolidation is expected to enable the Company to maintain and minimum bid price of US$1.00 per Common Share and to avoid a delisting event that could cause material disruption to the Company and Shareholders through the reduction of both trading liquidity and access to capital.
Additionally, the Name Change has been effected. The Company expects to launch and provide further details regarding its rebranding with the release of its second quarter earnings and results in early August 2022.
Management Changes
Chief Administrative Officer (CAO), David Gordey, has resigned from his position effective July 29, 2022. Mr. Gordey was appointed CAO after Sundial’s acquisition of Alcanna Inc. in March 2022. Sundial thanks Mr. Gordey for his services and wishes him the best in his future endeavours.
About Sundial Growers Inc.
Sundial is a public company whose shares are traded on Nasdaq under the symbol “SNDL.” Its business is operated and reported in four segments: Cannabis Production and Cultivation, Cannabis Retail, Liquor Retail, and Investments.
Sundial is the largest private sector cannabis and liquor retailer in Canada. The Company’s retail banners include Spiritleaf, Value Buds, Wine and Beyond, Liquor Depot, and Ace Liquor. As a licensed producer that crafts small-batch cannabis using state-of-the-art indoor facilities, Sundial’s ‘craft-at-scale’ modular growing approach, award-winning genetics, and experienced growers set us apart. Sundial’s brand portfolio includes Top Leaf, Sundial Cannabis, Palmetto, Spiritleaf Selects, and Grasslands. Sundial’s investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the global cannabis industry.
For more information on Sundial, please go to www.sndlgroup.com.
Forward-Looking Statements
This news release includes statements containing certain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions, including but not limited to assumptions with respect to the anticipated benefits of the Share Consolidation, were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.
About Ryan Allway
Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.
Search CannabisFN
Press Coverage
Psychedelics Index
Top Videos
Tom Zuber is Zuber Lawler & Del Duca’s Managing Partner. He has a degree with highest honors in biomedical engineering and has advised some of the most iconic companies in the world on their patent and trademark portfolios. He is at the cutting edge of cannabis patent and trademark law. He holds degrees from Harvard University and Columbia Law […]
The producers of O’ Cannabiz have decades of experience producing national-profile events and creating global connections between business communities in the arts, broadcasting, media and technology. They have organized trade summit initiatives with governments around the world. And they have worked closely with sponsors in all levels of Canadian government.
Chemesis International is a vertically integrated global leader in the cannabis industry, currently operating within Puerto Rico, and California.
Network Partners
About CFN Media Group
CFN Enterprises Inc. (OTCQB: CNFN) owns and operates CFN Media Group, the premier agency and financial media network reaching executives, entrepreneurs and consumers worldwide. Through its proprietary content creation, video library, and distribution via www.CannabisFN.com, CFN has built an extensive database of cannabis interest, assisting many of the world’s largest cannabis firms and CBD brands to build awareness and thrive. For more information, please visit www.cfnenterprisesinc.com.
Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as "expects", "will", "anticipates", and "estimates"; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief "snapshot" of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled "Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.
Copyright © Accelerize Inc. · All Rights Reserved · Privacy Policy · Legal Disclaimer
