SNDL Inc 6-K, filed Apr 21, 2022

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 April 2022

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: April 21, 2022	By:	/s/ Jim Keough
	Name:	Jim Keough
	Title:	Chief Financial Officer

EXHIBIT

Exhibit	Description of Exhibit
99.1	Notice of Change of Auditors
99.2	Letter from KPMG LLP regarding Notice of Change of Auditors

EX-99.1

Exhibit 99.1

SUNDIAL GROWERS INC.

CHANGE OF AUDITOR NOTICE

TO:	British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities Northwest Territories

Office of the Yukon Superintendent of Securities

Nunavut Securities Office

AND TO:	KPMG LLP

Sundial Growers Inc. (the “Corporation”) gives the following notice in accordance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”):

1.	Effective as of April 7, 2022, KPMG LLP, Chartered Professional Accountants (the “FormerAuditor”), has indicated that they will not stand for reappointment as the auditor of the Corporation for the current fiscal year ending December 31, 2022.
2.	The resignation of the Former Auditor was considered and accepted by the audit committee of the board of<br>directors of the Corporation (the “Board”) and the Board.
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3.	The Former Auditor’s reports on the Corporation’s consolidated financial statements for the fiscal<br>years ending December 31, 2020 and December 31, 2019 did not express modified opinions. The audit of the Corporation’s consolidated financial statements for the fiscal year ended December 31, 2021 is not yet complete.<br>
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4.	There have been no reportable events, as such term is defined in NI<br>51-102.
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DATED this 14^th^ day of April, 2022.

SUNDIAL GROWERS INC.
By:	(signed) Jim Keough
	Jim Keough<br> <br>Chief<br>Financial Officer

EX-99.2

Exhibit 99.2

KPMG LLP

205 5th Avenue SW

Suite 3100

Calgary AB T2P 4B9

Tel (403) 691-8000

Fax (403) 691-8008

www.kpmg.ca

To**:**	British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities Northwest Territories

Office of the Yukon Superintendent of Securities

Nunavut Securities Office

April 21, 2022

Dear Sir/Madam

Re:	Notice of Change of Auditors of Sundial Growers Inc.

We have read the Notice of Sundial Growers Inc. dated April 14, 2022 and are in agreement with the statements contained in such Notice.

Yours very truly,

/s/ KPMG LLP

Chartered Professional Accountants

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.