SNDL Inc 6-K, filed Sep 1, 2021
SNDL Inc. (SNDL)
About this 6-K
SNDL Inc filed this 6-K on September 1, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2021
Commission File Number 001-39005
SUNDIAL GROWERS INC.
(Registrant’s name)
#300, 919 -11 Avenue SW
Calgary, AB T2R 1P3
Tel.: (403) 948-5227
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUNDIAL GROWERS INC. | ||
|---|---|---|
| Date: September 1, 2021 | By: | /s/ Jim Keough |
| Name: | Jim Keough | |
| Title: | Chief Financial Officer |
EXHIBIT
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Material Change Report, dated September 1, 2021 |
EX-99.1
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 – Name and Address of the Company
Sundial Growers Inc. (“Sundial” or the “Corporation”)
#300, 919 – 11^th^ Avenue SW
Calgary, Alberta
T2R 1P3
Item 2 – Date of Material Change
July 20, 2021
Item 3 – News Release
A press release relating to the material change described herein was disseminated on July 20, 2021 through Cision Newswire and posted on Sundial’s website. The press release was subsequently filed under Sundial’s SEDAR profile at www.sedar.com.
Item 4 – Summary of Material Change
On July 20, 2021, the Corporation completed the acquisition of all of the issued and outstanding common shares (the “Inner SpiritShares”) of Inner Spirit Holdings Ltd. (“Inner Spirit”) by way of a plan of a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”) for consideration per Inner Spirit Share consisting of (i) $0.30 in cash and (ii) 0.0835 of a common share of Sundial (the “Transaction”).
Item 5 –Full Description of Material Change
Item 5.1 – Full Description of Material Change
The Arrangement
On July 20, 2021, the Corporation completed the Transaction with Inner Spirit, pursuant to which the Corporation acquired all of the issued and outstanding Inner Spirit Shares for consideration per Inner Spirit Share consisting of (i) $0.30 in cash and (ii) 0.0835 of a Sundial Share, in accordance with the terms of the Arrangement and the arrangement agreement dated May 5, 2021 between the Corporation and Inner Spirit.
The Transaction was approved by the shareholders of Inner Spirit at the special meeting of shareholders held on July 14, 2021 and by the Alberta Court of Queen’s Bench on July 16, 2021.
The Inner Spirit Shares, senior secured convertible debentures of Inner Spirit due June 30, 2022, and common share purchase warrants of Inner Spirit issued under the warrant indenture of the
Corporation dated March 31, 2021 were de-listed from the Canadian Securities Exchange on July 20, 2021. The Inner Spirit Shares were withdrawn from the OTCQB Venture Market before market open on July 22, 2021.
Item 5.2 – Disclosure for Restructuring Transactions
Not applicable.
Item 6 – Reliance on Subsection7.1(2) of National Instrument 51-102
Not Applicable.
Item 7 – Omitted Information
Not Applicable.
Item 8 – Executive Officer
For further information, contact Sophie Pilon, Corporate Communications Manager at O: 1.587.327.2017, C: 1.403.815.7340, E: spilon@sundialgrowers.com.
Item 9 – Date of Report
September 1, 2021