UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2025

Commission File Number 001-39005

SNDL INC.

(Registrant’s name)

#101, 17220 Stony Plain Road NW

Edmonton, AB T5S 1K6

Tel.: (780) 944-9994

(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 ☒

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference in SNDL Inc.’s registration statements on Form S-8 (File No. 333-233156, File No. 333-262233, File No. 333-267510, File No. 333-269242, File No. 333-278683 and File No. 333-286169) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

	SNDL INC.
Date: April 30, 2025	By:	/s/ Alberto Paredero Quiros
	Name:	Alberto Paredero Quiros
	Title:	Chief Financial Officer

EXHIBIT

Exhibit	Description of Exhibit
99.1	Condensed Consolidated Interim Financial Statements for the Three Months Ended March 31, 2025
99.2	Management’s Discussion and Analysis for the Three Months Ended March 31, 2025
99.3	Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4	Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)

EX-99.1

EXHIBIT 99.1

SNDL Inc.

Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited – expressed in thousands of Canadian dollars)

SNDL Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - expressed in thousands of Canadian dollars)

As at	Note
Assets
Current assets
Cash and cash equivalents		220,867		218,359
Restricted cash		19,792		19,815
Marketable securities		139		139
Accounts receivable		29,782		28,118
Biological assets	5	3,049		1,187
Inventory	6	132,899		127,919
Prepaid expenses and deposits		10,642		16,860
Investments	12	614		27,560
Assets held for sale	7	251		19,051
Net investment in subleases	10	2,719		2,832
		420,754		461,840
Non-current assets
Long-term deposits and receivables		3,918		3,679
Right of use assets	8	111,239		115,435
Property, plant and equipment	9	158,129		145,810
Net investment in subleases	10	13,679		15,354
Intangible assets	11	60,628		61,325
Investments	12	12,078		8,427
Equity-accounted investees	13	407,600		413,124
Goodwill		124,248		124,248
Total assets		1,312,273		1,349,242
Liabilities
Current liabilities
Accounts payable and accrued liabilities		57,887		56,275
Lease liabilities	14	33,254		34,256
Derivative warrants		14		26
		91,155		90,557
Non-current liabilities
Lease liabilities	14	114,692		118,017
Other liabilities		6,227		7,312
Total liabilities		212,074		215,886
Shareholders’ equity
Share capital	15(b)	2,295,107		2,346,728
Warrants	15(c)	667		667
Contributed surplus		59,522		57,156
Accumulated deficit		(1,302,289	)	(1,323,965	)
Accumulated other comprehensive income ("AOCI")		47,192		52,770
Total shareholders’ equity		1,100,199		1,133,356
Total liabilities and shareholders’ equity		1,312,273		1,349,242

Commitments (note 23)

Subsequent events (note 24)

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited - expressed in thousands of Canadian dollars, except per share amounts)

		Three months ended<br>March 31
	Note	2025			2024
Net revenue	17		204,914			197,750
Cost of sales	6		148,273			147,350
Gross profit			56,641			50,400
Investment income	18		2,856			4,036
Share of (loss) profit of equity-accounted investees	13		(4,457	)		9,148
General and administrative			46,359			44,695
Sales and marketing			3,767			2,598
Research and development			100			37
Depreciation and amortization	8,9,11		13,228			14,143
Share-based compensation	16		1,388			4,843
Restructuring costs (recovery)			326			(89	)
Asset impairment, net	8,9		1,984			1,656
(Gain) loss on disposition of assets			(59	)		78
Operating loss			(12,053	)		(4,377	)
Other expenses, net	19		(2,654	)		(3,272	)
Loss before income tax			(14,707	)		(7,649	)
Income tax recovery			—			2,997
Net loss			(14,707	)		(4,652	)
Equity-accounted investees - share of other comprehensive (loss) income	13		(348	)		10,034
Investments at fair value through other comprehensive income ("FVOCI") - change in fair value	12		(5,230	)		—
Comprehensive (loss) income			(20,285	)		5,382
Net loss attributable to:
Owners of the Company			(14,707	)		(2,554	)
Non-controlling interest			—			(2,098	)
			(14,707	)		(4,652	)
Comprehensive (loss) income attributable to:
Owners of the Company			(20,285	)		7,480
Non-controlling interest			—			(2,098	)
			(20,285	)		5,382
Net loss per common share attributable to owners of the Company
Basic and diluted	20	$	(0.06	)	$	(0.01	)

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Unaudited - expressed in thousands of Canadian dollars)

	Note	Share capital			Warrants		Contributed surplus			Contingent consideration		Accumulated deficit			AOCI - Equity-accounted investees			AOCI - Investments at FVOCI			Non-<br>controlling<br>interest		Total
Balance at December 31, 2024			2,346,728			667		57,156			—		(1,323,965	)		50,906			1,864			—		1,133,356
Net loss			—			—		—			—		(14,707	)		—			—			—		(14,707	)
Other comprehensive loss			—			—		—			—		—			(348	)		(5,230	)		—		(5,578	)
Share repurchases			(51,714	)		—		—			—		36,383			—			—			—		(15,331	)
Share-based compensation	16		—			—		2,459			—		—			—			—			—		2,459
Employee awards exercised			93			—		(93	)		—		—			—			—			—		—
Balance at March 31, 2025			2,295,107			667		59,522			—		(1,302,289	)		50,558			(3,366	)		—		1,100,199
	Note	Share capital		Warrants			Contributed surplus			Contingent consideration		Accumulated deficit			AOCI - Equity-accounted investees		AOCI - Investments at FVOCI		Non-<br>controlling<br>interest			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance at December 31, 2023			2,375,950		2,260			73,014			2,279		(1,260,851	)		19,417		—		17,271			1,229,340
Net loss			—		—			—			—		(2,554	)		—		—		(2,098	)		(4,652	)
Other comprehensive income			—		—			—			—		—			10,034		—		—			10,034
Share issuances			164		—			—			—		—			—		—		—			164
Share issuances by subsidiaries			—		—			74			—		—			—		—		44			118
Warrants expired			—		(1,593	)		753			—		—			—		—		—			(840	)
Share-based compensation	16		—		—			2,441			—		—			—		—		—			2,441
Employee awards exercised			1,049		—			(1,049	)		—		—			—		—		—			—
Distribution declared by subsidiaries			—		—			—			—		—			—		—		23			23
Balance at March 31, 2024			2,377,163		667			75,233			2,279		(1,263,405	)		29,451		—		15,240			1,236,628

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - expressed in thousands of Canadian dollars)

		Three months ended<br>March 31
	Note	2025			2024
Cash provided by (used in):
Operating activities
Net loss for the period			(14,707	)		(4,652	)
Adjustments for:
Income tax recovery			—			(2,997	)
Interest and fee income	18		(2,856	)		(4,091	)
Change in fair value of biological assets			(1,111	)		(232	)
Share-based compensation	16		1,388			4,843
Depreciation and amortization	8,9,11		14,187			14,570
(Gain) loss on disposition of assets			(59	)		78
Inventory impairment and obsolescence			591			1,913
Finance costs, net	19		1,690			1,625
Change in estimate of fair value of derivative warrants			(12	)		1,300
Unrealized foreign exchange loss			13			104
Transaction costs			—			164
Asset impairment, net	8,9		1,984			1,656
Share of loss (profit) of equity-accounted investees	13		4,457			(9,148	)
Unrealized loss on marketable securities	18		—			55
Interest received			2,936			3,172
Change in non-cash working capital			(713	)		(5,059	)
Net cash provided by operating activities			7,788			3,301
Investing activities
Additions to property, plant and equipment	9		(1,588	)		(2,410	)
Changes to investments	12		17,910			133
Capital refunds from equity-accounted investees	13		—			168
Capital distributions from equity-accounted investees	13		719			—
Proceeds from disposal of property, plant and equipment			113			(62	)
Change in non-cash working capital			18			495
Net cash provided by (used in) investing activities			17,172			(1,676	)
Financing activities
Change in restricted cash			—			(231	)
Payments on lease liabilities, net	10,14		(7,512	)		(7,516	)
Repurchase of common shares	15(b)		(15,031	)		—
Change in non-cash working capital			91			35
Net cash used in financing activities			(22,452	)		(7,712	)
Change in cash and cash equivalents			2,508			(6,087	)
Cash and cash equivalents, beginning of period			218,359			195,041
Cash and cash equivalents, end of period			220,867			188,954

See accompanying notes to the condensed consolidated interim financial statements.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Description of business

SNDL Inc. (“SNDL” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on August 19, 2006. On July 25, 2022, the Company’s shareholders approved a special resolution amending the articles of SNDL to change the name of the Company from “Sundial Growers Inc.” to “SNDL Inc.”.

The Company’s head office is located at 101, 17220 Stony Plain Road, Edmonton, Alberta.

The principal activities of the Company are the retailing of wines, beers and spirits, the operation and support of corporate-owned and franchise retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”), and the deployment of capital to investment opportunities. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.

SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”) (note 13), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The Company also makes strategic portfolio investments in debt and equity securities.

The Company’s liquor retail operations are seasonal in nature. Accordingly, sales will vary by quarter based on consumer spending behaviour. The Company is able to adjust certain variable costs in response to seasonal revenue patterns; however, costs such as occupancy are fixed, causing the Company to report a higher level of earnings in the third and fourth quarters. This business seasonality results in quarterly performance that is not necessarily indicative of the year’s performance. The cannabis industry is a growing industry and the Company has not observed significant seasonality as of yet.

The Company’s common shares trade on the Nasdaq Capital Market under the ticker symbol “SNDL” and on the Canadian Securities Exchange under the symbol “SNDL”.

U.S. TARIFFS

In early 2025, the new U.S. administration issued executive orders directing the United States to impose new tariffs on imports from certain countries, including Canada. The new U.S. administration subsequently imposed certain tariffs and the Canadian administration imposed their own tariffs on imports from the United States. The U.S. and Canadian administrations have suggested that a new economic deal may be structured between the countries, though the scope and terms of such a deal, if any, are unknown. Such announcements and further potential retaliatory tariffs have created uncertainty, which has permeated the economic and investment outlook, impacting current economic conditions, including such issues as the inflation rate and the global supply chain.

In light of these recent developments, SNDL is continually monitoring the evolving situation and the impacts and potential consequences on its financial position, including evaluating any effects the tariffs may have on the cost of inputs sourced from the U.S. for certain of our operating segments, including packaging materials and other operational supplies, along with potential volatility in foreign exchange rates. The Company did not experience a significant impact to its financial performance during the first quarter of 2025.

Basis of presentation

Statement of compliance

These condensed consolidated interim financial statements (“financial statements”) have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

These financial statements were prepared using the same accounting policies and methods as those disclosed in the annual consolidated financial statements for the year ended December 31, 2024. These financial statements should be read in conjunction with the annual consolidated financial statements for the Company for the year ended December 31, 2024.

These financial statements were approved and authorized for issue by the board of directors of the Company (the “Board”) on April 30, 2025.

Business acquisitions

On July 5, 2024, the Company announced that it had entered into a purchase agreement with Indiva Limited (“Indiva”) and its direct and indirect subsidiaries (collectively with Indiva, the “Indiva Group”), pursuant to which the Company offered to purchase all of the issued and outstanding shares of Indiva and the business and assets of the Indiva Group (the “Indiva Transaction”) for consideration comprising of a credit bid of all of the indebtedness of the Indiva Group owing to the Company, the retention of certain liabilities of the Indiva Group, and cash payments sufficient to repay certain priority indebtedness of the Indiva Group and costs associated with the Indiva Group’s proceedings under the Companies’ Creditors Arrangement Act (Canada).

On November 4, 2024, the Company announced that it had successfully closed the Indiva Transaction for consideration of approximately $21.1 million, comprised of the extinguishment of $20.7 million in total debt owing by Indiva to the Company and a cash payment of approximately $0.4 million.

The Company has engaged independent valuation experts to assist in determining the fair value of certain assets acquired and liabilities assumed. The purchase price allocation is not final as the Company is continuing to obtain and verify information required to determine the fair value of certain assets and liabilities and the amount of deferred income taxes, if any, arising on their recognition.

Due to the inherent complexity associated with valuations and the timing of the acquisition, the amounts below are provisional and subject to adjustment. The fair value of consideration paid was as follows:

	Provisional
Extinguishment of term loan		18,923
Extinguishment of debtor-in-possession loan		1,750
Cash		385
		21,058

The preliminary fair value of the assets and liabilities acquired was as follows:


Cash	3
Accounts receivable	4,057
Inventory	4,860
Prepaid expenses and deposits	205
Right of use assets	562
Property, plant and equipment	21,213
Accounts payable and accrued liabilities	(4,100	)
Lease liabilities	(286	)
Total identifiable net assets acquired	26,514
Bargain purchase gain	(5,456	)
	21,058

The excess of the aggregate fair value of the identifiable net assets acquired over the fair value of the consideration was $5.46 million, which was recorded as a bargain purchase gain included in other expenses, net, in the consolidated

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

statements of loss and comprehensive loss for the year ended December 31, 2024. The bargain purchase gain was primarily due to the fair value adjustments on the identifiable property, plant and equipment and net working capital acquired.

As new information is obtained within one year of the date of acquisition, about facts and circumstances that existed at the date of acquisition, the accounting for the acquisition will be revised. All such adjustments will be recorded to the bargain purchase gain in the period that the adjustment is identified. For the three months ended March 31, 2025, no changes were made to the preliminary fair value of the assets and liabilities acquired or the bargain purchase gain.

Segment information

The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.

Liquor retail includes the sale of wines, beers and spirits through owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.


As at March 31, 2025
Total assets (1)	196,701	214,132		—		410,833	325,202	420,199		156,039		1,312,273
Three months ended March 31, 2025
Net revenue (2)	77,540	34,319		(16,417	)	95,442	109,472	—		—		204,914
Gross profit	19,627	9,211		—		28,838	27,803	—		—		56,641
Operating income (loss)	5,162	(486	)	—		4,676	1,980	(1,601	)	(17,108	)	(12,053	)
Earnings (loss) before income tax	4,609	(633	)	—		3,976	935	(1,601	)	(18,017	)	(14,707	)

As at March 31, 2025, cash and cash equivalents have been allocated to Corporate from Investments.
The Company has eliminated $16.4 million for the three months ended March 31, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.


As at December 31, 2024
Total assets	195,823		230,021	—		425,844		326,061	577,522	19,815		1,349,242
Three months ended March 31, 2024
Net revenue (2)	71,306		22,395	(12,005	)	81,696		116,054	—	—		197,750
Gross profit	18,359		3,235	—		21,594		28,806	—	—		50,400
Operating income (loss)	(1,042	)	891	—		(151	)	2,180	13,079	(19,485	)	(4,377	)
Earnings (loss) before income tax	(1,848	)	698	—		(1,150	)	964	13,079	(20,542	)	(7,649	)

Total assets include cash and cash equivalents.
The Company has eliminated $12.0 million for the three months ended March 31, 2024 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Geographical disclosure

As at March 31, 2025, the Company had non-current assets related to credit investments in the United States of $407.6 million (December 31, 2024 – $413.1 million). For the three months ended March 31, 2025, share of profit of equity-accounted investees related to operations in the United States was a loss of $4.5 million (three months ended March 31, 2024 – profit of $9.1 million). All other non-current assets relate to operations in Canada and revenues from external customers relate to operations in Canada.

biological assets

The Company’s biological assets consist of cannabis plants in various stages of vegetation, including plants which have not been harvested. The change in carrying value of biological assets is as follows:

As at
Balance, beginning of year	1,187		429
Increase in biological assets due to capitalized costs	3,937		7,243
Net change in fair value of biological assets	1,111		(892	)
Transferred to inventory upon harvest	(3,186	)	(5,593	)
Balance, end of period	3,049		1,187

Biological assets are valued in accordance with International Accounting Standard 41 – Agriculture and are presented at their fair value less costs to sell up to the point of harvest. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price less costs to produce and sell per gram.

The fair value measurements for biological assets have been categorized as Level 3 fair values based on the inputs to the valuation technique used. The Company’s method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from initial cloning to the point of harvest.

The Company estimates the harvest yields for cannabis at various stages of growth. As at March 31, 2025, it is estimated that the Company’s biological assets will yield approximately 13,059 kilograms (December 31, 2024 – 4,500 kilograms) of dry cannabis when harvested. During the three months ended March 31, 2025, the Company harvested 6,736 kilograms of dry cannabis (three months ended March 31, 2024 – 1,145 kilograms).

Inventory

As at
Retail liquor	76,752	73,538
Retail cannabis	19,680	21,783
Harvested cannabis
Raw materials, packaging and components	13,411	13,030
Extracted cannabis & hemp oils	17,791	16,058
Work-in-progress	—	—
Finished goods	5,265	3,510
	132,899	127,919

During the three months ended March 31, 2025, inventories of $148.8 million were recognized in cost of sales as an expense (three months ended March 31, 2024 – $145.9 million).

During the three months ended March 31, 2025, the Company recognized inventory write downs of $0.6 million (three months ended March 31, 2024 – $1.9 million).

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Assets held for sale

At March 31, 2025, assets held for sale were measured at their fair value less costs to sell and comprised of the following:

As at
Olds facility	—	18,800
Extraction equipment	251	251
	251	19,051

The Olds facility, located in Olds, Alberta, had a primary purpose to cultivate cannabis for the adult-use market. Upon closing the Olds facility, management committed to a plan to sell the Olds facility and classified the asset as available for sale. During the three months ended March 31, 2025, management concluded that the Olds facility no longer met certain criteria for assets held for sale due to secondary commercial real estate market conditions in Alberta and therefore reclassified it back to property, plant and equipment.

Right of use assets

Cost
Balance at December 31, 2024	217,251
Renewals, remeasurements and dispositions	3,253
Balance at March 31, 2025	220,504
Accumulated depreciation and impairment
Balance at December 31, 2024	101,816
Depreciation	7,917
Impairment reversal	(468	)
Balance at March 31, 2025	109,265
Net book value
Balance at December 31, 2024	115,435
Balance at March 31, 2025	111,239

For the three months ended March 31, 2025, the Company recorded the following net impairment reversals on right of use assets:

	Reporting Segment
Three months ended	Liquor retail		Cannabis retail			Total
March 31, 2025		—		(468	)		(468	)

Refer to note 9 for the significant assumptions applied in the impairment test.

For the three months ended March 31, 2024, the Company recorded the following net impairment (reversals) losses on right of use assets:

	Reporting Segment
Three months ended	Liquor retail			Cannabis retail		Total
March 31, 2024		(159	)		1,756		1,597

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Property, plant and equipment


Cost
Balance at December 31, 2024	9,454	51,251	78,250		108,903		2,571		250,429
Additions	—	—	356		932		842		2,130
Transfers from CIP	—	—	2,571		—		(2,571	)	—
Transfer from assets held for sale	—	18,800	—		—		—		18,800
Dispositions	—	—	—		(1,832	)	—		(1,832	)
Balance at March 31, 2025	9,454	70,051	81,177		108,003		842		269,527
Accumulated depreciation and impairment
Balance at December 31, 2024	—	4,960	38,126		61,533		—		104,619
Depreciation	—	439	2,386		2,748		—		5,573
Impairment (recovery)	689	1,864	(143	)	42		—		2,452
Dispositions	—	—	—		(1,246	)	—		(1,246	)
Balance at March 31, 2025	689	7,263	40,369		63,077		—		111,398
Net book value
Balance at December 31, 2024	9,454	46,291	40,124		47,370		2,571		145,810
Balance at March 31, 2025	8,765	62,788	40,808		44,926		842		158,129

During the three months ended March 31, 2025, depreciation expense of $1.0 million was capitalized to biological assets and inventory (three months ended March 31, 2024 – $0.4 million).

During the three months ended March 31, 2025, the Company determined that indicators of impairment existed relating to certain land, production facilities and machinery and equipment, due to the consolidation of the Company’s edible facilities as part of its integration strategy. The estimated recoverable amount of the assets was determined to be nil and an impairment of $2.7 million was recorded. The impairment was recognized in the Company’s cannabis operations reporting segment.

During the three months ended March 31, 2025, the Company determined that indicators of impairment reversal existed relating to one previously impaired cannabis retail store showing improved store level operating results. For impairment testing of retail property, plant and equipment and right of use assets, the Company determined that a cash generating unit (“CGU”) was defined as each individual retail store. The Company completed impairment tests for each CGU determined to have an indicator of potential impairment or impairment reversal using a discounted cash flow model. The recoverable amounts for each CGU were based on the higher of its estimated value in use and fair value less costs of disposal using Level 3 inputs. The significant assumptions applied in the impairment test are described below:

Cash flows: Projected future sales and earnings for cash flows are based on actual operating results and operating forecasts. Management determined forecasted growth rates of sales based on past performance, expectations of future performance for each location and industry averages. Expenditures were based upon a combination of historical percentages of revenue, sales growth rates, forecasted inflation rates and contractual lease payments. The duration of the cash flow projections for individual CGUs is 5 years or based on the remaining lease term of the CGU.
Discount rate: A pre-tax discount rate of 15.5% was estimated and is based on market assessments of the time value of money and CGU specific risks to determine the weighted average cost of capital for the given CGU.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

For the three months ended March 31, 2025, the Company recorded the following net impairment reversals on retail property, plant and equipment:

	Reporting Segment
Three months ended	Liquor retail		Cannabis retail			Total
March 31, 2025		—		(263	)		(263	)

The Company also recorded impairment losses and impairment reversals on right of use assets (note 8).

For the three months ended March 31, 2024, the Company recorded the following net impairment (reversals) losses on retail property, plant and equipment:

	Reporting Segment
Three months ended	Liquor retail			Cannabis retail		Total
March 31, 2024		(766	)		772		6

Net investment in subleases


Balance, beginning of year	18,186		21,366
Additions	—		716
Finance income	167		763
Rents recovered (payments made directly to landlords)	(860	)	(3,558	)
Dispositions and remeasurements	(1,095	)	(1,101	)
Balance, end of period	16,398		18,186
Current portion	2,719		2,832
Long-term	13,679		15,354

Net investment in subleases represent leased retail stores that have been subleased to certain franchise partners. These subleases are classified as a finance lease as the sublease terms are for the remaining term of the head lease.

Intangible assets


Cost
Balance at December 31, 2024	81,900	10,000	5,589	6,482	103,971
Balance at March 31, 2025	81,900	10,000	5,589	6,482	103,971
Accumulated amortization and impairment
Balance at December 31, 2024	35,619	4,314	2,468	245	42,646
Amortization	43	308	225	121	697
Balance at March 31, 2025	35,662	4,622	2,693	366	43,343
Net book value
Balance at December 31, 2024	46,281	5,686	3,121	6,237	61,325
Balance at March 31, 2025	46,238	5,378	2,896	6,116	60,628

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Investments

As at
Investments at amortized cost	873	27,934
Investments at FVOCI	11,819	8,053
	12,692	35,987
Current portion	614	27,560
Long-term	12,078	8,427

Investments at amortized cost

Delta 9

On July 5, 2024, the Company announced that it had completed the acquisition of the principal indebtedness of Delta-9 Cannabis Inc. for a purchase price of $28.1 million. The investment consisted of a 5 year commercial mortgage bearing interest at an annual interest rate of 4.55% with an amortization period of 12 years and a revolving overdraft bearing interest at an annual interest rate of prime rate plus 2.45%.

During the three months ended March 31, 2025, the Company received payment for the entire balance including fees.

Investments at fAIR vALUE tHROUGH OTHER COMPREHENSIVE INCOME

During the three months ended March 31, 2025, the Company acquired $9.0 million of investments in listed common shares that are not held for trading, for which the Company irrevocably elected at initial recognition to designate at fair value through other comprehensive income. The shares were marked to market to $11.8 million as a Level 1 investment and the corresponding $5.2 million loss was recognized in other comprehensive income.

Equity-accounted investees

As at	March 31, 2025		December 31, 2024
Interest in joint venture		407,600		413,124

SunStream is a joint venture in which the Company has a 50% ownership interest. SunStream is a private company, incorporated under the Business Corporations Act (Alberta), which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities.

SunStream is structured separately from the Company, and the Company has a residual interest in the net assets of SunStream. Accordingly, the Company has classified its interest in SunStream as a joint venture, which is accounted for using the equity-method.

The current investment portfolio of SunStream is comprised of secured debt, hybrid debt and derivative instruments with United States based cannabis businesses. These investments are recorded at fair value each reporting period with any changes in fair value recorded through profit or loss. SunStream actively monitors these investments for changes in credit risk, market risk and other risks specific to each investment.

The following table summarizes the carrying amount of the Company’s interest in the joint venture:


Balance at December 31, 2024	413,124
Share of net loss	(4,457	)
Share of other comprehensive loss	(348	)
Distributions	(719	)
Balance at March 31, 2025	407,600

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

SunStream is a related party due to it being classified as a joint venture of the Company. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.

The following table summarizes the financial information of SunStream:

As at			March 31, 2024
Current assets (including cash and cash equivalents - 2025: 0.7 million, 2024: 1.3 million)	2,058			2,212
Non-current assets	402,960			553,252
Current liabilities	(1,144	)		(360	)
Net assets (liabilities) (100%)	403,874			555,104
Three months ended March 31			2024
(Loss) revenue	(3,874	)		11,095
(Loss) profit from operations	(4,245	)		9,334
Other comprehensive (loss) income	(348	)		13,031
Total comprehensive (loss) income	(4,539	)		22,359

All values are in US Dollars.

Lease Liabilities


Balance, beginning of year	152,273		167,029
Acquisitions	—		3,114
Additions	—		2,212
Lease payments	(8,372	)	(40,510	)
Renewals, remeasurements and dispositions	2,155		12,038
Tenant inducement allowances received	60		693
Accretion expense	1,830		7,697
Balance, end of period	147,946		152,273
Current portion	33,254		34,256
Long-term	114,692		118,017

The following table presents the contractual undiscounted cash flows, excluding periods covered by lessee lease extension options that have been included in the determination of the lease term, related to the Company’s lease liabilities as at March 31, 2025:

	March 31, 2025
Less than one year		39,926
One to three years		68,441
Three to five years		52,510
Thereafter		10,860
Minimum lease payments		171,737

Share capital and warrants
Authorized

The authorized capital of the Company consists of an unlimited number of voting common shares and preferred shares with no par value.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Issued and outstanding

		March 31, 2025						December 31, 2024
	Note	Number of<br>Shares			Carrying<br>Amount			Number of<br>Shares			Carrying<br>Amount
Balance, beginning of year			263,021,847			2,346,728			262,775,853			2,375,950
Share issuances			—			—			96,399			164
Share issuance costs			—			—			—			(59	)
Share repurchases			(5,761,735	)		(51,714	)		(5,002,372	)		(45,165	)
Acquisitions			—			—			1,259,536			4,137
Employee awards exercised			33,748			93			3,892,431			11,701
Balance, end of period			257,293,860			2,295,107			263,021,847			2,346,728

During the three months ended March 31, 2025, the Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

Share-based compensation

The Company has a number of share-based compensation plans which include simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”). During 2019, the Company established the stock option, RSU and DSU plans to replace the granting of simple warrants and performance warrants.

The components of share-based compensation expense are as follows:

	Three months ended<br>March 31
	2025			2024
Equity-settled expense
Restricted share units (1) (C)		2,459			2,441
Cash-settled (recovery) expense
Deferred share units (1)(2) (D)		(1,071	)		2,402
		1,388			4,843

For the three months ended March 31, 2024, the Company recognized share-based compensation expense under Nova’s RSU plan of $6 and share-based compensation expense under Nova’s DSU plan of $642.
Cash-settled DSUs are accounted for as a liability and are measured at fair value based on the market value of the Company’s common shares at each period end. Fluctuations in the fair value are recognized during the period in which they occur.

Equity-settled plans

Simple and performance warrants

The Company issued simple warrants and performance warrants to employees, directors and others at the discretion of the Board. Simple and performance warrants granted generally vest annually over a three-year period, simple warrants expire five years after the grant date and performance warrants expire five years after vesting criteria are met.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The following table summarizes changes in the simple and performance warrants during the three months ended March 31, 2025:

			Weighted<br>average<br>exercise price			Weighted<br>average<br>exercise price
Balance at December 31, 2024	38,880		$	57.22	24,800	$	59.07
Expired	(1,280	)		93.75	—		0.00
Balance at March 31, 2025	37,600		$	55.97	24,800	$	59.07

The following table summarizes outstanding simple and performance warrants as at March 31, 2025:

						Warrants exercisable
Range of exercise prices		Weighted<br>average<br>exercise<br>price		Weighted<br>average<br>contractual<br>life (years)		Number of<br>warrants		Weighted<br>average<br>exercise<br>price		Weighted<br>average<br>contractual<br>life (years)
Simple warrants
6.25 - 9.38	16,000		9.38		0.17		16,000		9.38		0.17
62.50 - 93.75	16,000		62.50		1.78		16,000		62.50		1.78
125.00 - 312.50	5,600		170.44		2.22		5,600		170.44		2.22
	37,600	$	55.97		1.16		37,600	$	55.97		1.16
Performance warrants
6.25 - 9.38	6,400		6.25	n/a			6,400		6.25		0.92
29.69 - 45.31	6,400		31.25	n/a			6,400		31.25		0.92
62.50 - 93.75	9,334		77.68	n/a			1,334		93.75		0.92
125.00 - 218.75	2,666		187.50	n/a			—		—	n/a
	24,800	$	59.07	n/a			14,134	$	25.83		0.92

All values are in US Dollars.

Stock options

The Company issues stock options to employees and others at the discretion of the Board. Stock options granted generally vest annually over a three-year period and generally expire ten years after the grant date.

The following table summarizes changes in stock options during the three months ended March 31, 2025:

	Stock options outstanding		Weighted<br>average<br>exercise price
Balance at December 31, 2024		571,758	$	12.44
Balance at March 31, 2025		571,758	$	12.44

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

The following table summarizes outstanding stock options as at March 31, 2025:

				Stock options exercisable
Exercise prices		Weighted<br>average<br>contractual<br>life (years)		Number of<br>options		Weighted<br>average<br>contractual<br>life (years)
11.50	10,000		5.16		10,000		5.16
11.90	8,160		5.24		8,160		5.24
31.50	3,000		3.48		3,000		3.48
11.79 - 38.88	550,598		1.61		550,598		1.61
	571,758		1.74		571,758		1.74

All values are in US Dollars.

Restricted share units

RSUs are granted to employees and the vesting requirements and maximum term are at the discretion of the Board. RSUs are exchangeable for an equal number of common shares.

The following table summarizes changes in RSUs during the three months ended March 31, 2025:


Balance at December 31, 2024	9,370,685
Granted	4,013,415
Forfeited	(40,293	)
Exercised	(33,748	)
Balance at March 31, 2025	13,310,059

At March 31, 2025, no RSUs were vested or exercisable. During the three months ended March 31, 2025, 0.8 million RSUs were granted that included a non-market vesting condition based on the Company’s successful completion of reorganization targets.

Cash-settled plans

Deferred share units

DSUs are granted to directors and generally vest in equal instalments over one year. DSUs are settled by making a cash payment to the holder equal to the fair value of the Company’s common shares calculated at the date of such payment.

As at March 31, 2025, the Company recognized a liability of $6.0 million relating to the fair value of cash-settled DSUs (December 31, 2024 – $7.1 million). The liability is included as a non-current liability within other liabilities.

The following table summarizes changes in DSUs during the three months ended March 31, 2025:

	DSUs<br>outstanding
Balance at December 31, 2024		3,043,070
Granted		142,399
Balance at March 31, 2025		3,185,469

At March 31, 2025, 2.28 million DSUs were vested but none were exercisable (December 31, 2024 – 2.14 million).

The DSU plan was amended for grants made in 2025 and onward, allowing directors who have met the Company’s share ownership guidelines to select a redemption date based on specific criteria. All DSUs granted prior to December 31, 2024 can only be exercised once a director ceases to be on the Board.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

NET revenue

Liquor retail revenue is derived from the sale of wines, beers and spirits to customers and proprietary licensing. Cannabis retail revenue is derived from retail cannabis sales to customers, proprietary licensing, franchise revenue consisting of royalty and franchise fee revenue, and other revenue consisting of millwork, supply and accessories revenue. Cannabis operations revenue is derived from contracts with customers and is comprised of sales to provincial boards that sell cannabis through their respective distribution models, sales to licensed producers for further processing, provision of proprietary cannabis processing services, product development, manufacturing and commercialization of cannabis consumer products and sales to medical customers.

	Three months ended<br>March 31
	2025		2024
Liquor retail revenue
Retail		109,022		115,804
Proprietary licensing		450		250
Liquor retail revenue		109,472		116,054
Cannabis retail revenue
Retail		72,256		66,352
Proprietary licensing		4,077		3,502
Franchise		1,207		1,452
Cannabis retail revenue		77,540		71,306
Cannabis operations revenue, net of intersegment elimination
Provincial boards		18,438		12,748
Wholesale		11,483		7,526
Analytical testing and other		204		324
Cannabis operations revenue, net of intersegment elimination		30,125		20,598
Gross revenue		217,137		207,958
Excise taxes		12,223		10,208
Net revenue		204,914		197,750

Investment income (LOSS)

	Three months ended<br>March 31
	2025		2024
Interest income from investments at amortized cost		1,373		881
Interest and fee income from investments at fair value through profit and loss ("FVTPL")		—		1,050
Interest income from cash		1,483		2,160
Losses on marketable securities		—		(55	)
		2,856		4,036

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Other expenses, NET

	Three months ended<br>March 31
	2025			2024
Finance (costs) income
Accretion on lease liabilities		(1,830	)		(1,954	)
Financial guarantee liability recovery		14			27
Other finance (costs) recoveries		(41	)		106
Interest income		167			196
Total finance costs		(1,690	)		(1,625	)
Change in fair value of derivative warrants		12			(1,300	)
Transaction costs		(778	)		(138	)
Foreign exchange loss		(198	)		(209	)
		(2,654	)		(3,272	)

Loss per share

	Three months ended<br>March 31
	2025			2024
Weighted average shares outstanding (000s)
Basic and diluted (1)		259,127			262,968
Net loss attributable to owners of the Company		(14,707	)		(2,554	)
Per share - basic and diluted	$	(0.06	)	$	(0.01	)

For the three months ended March 31, 2025, there were 0.1 million equity classified warrants, 0.1 million derivative warrants, 37.6 thousand simple warrants, 24.8 thousand performance warrants, 0.6 million stock options and 13.3 million RSUs that were excluded from the calculation as the impact was anti-dilutive (three months ended March 31, 2024 – 0.1 million equity classified warrants, 9.9 million derivative warrants, 0.1 million simple warrants, 0.1 million performance warrants, 0.8 million stock options and 8.3 million RSUs).
Financial instruments

The financial instruments recognized on the consolidated statement of financial position are comprised of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, investments at amortized cost, investments at FVTPL, investments at FVOCI, accounts payable and accrued liabilities and derivative warrants.

Fair value

The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued liabilities approximate their fair value due to the short-term nature of the instruments. The carrying value of investments at amortized cost approximate their fair value as the fixed interest rates approximate market rates for comparable transactions.

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Fair value measurements of marketable securities, investments at FVOCI and derivative warrants are as follows:

			Fair value measurements using
March 31, 2025	Carrying<br>amount		Level 1		Level 2		Level 3
Recurring measurements:
Financial assets
Marketable securities		139		139		—		—
Investments at FVOCI		11,819		11,819		—		—
Financial liabilities
Derivative warrants (1)		14		—		—		14
			Fair value measurements using
December 31, 2024	Carrying<br>amount		Level 1		Level 2		Level 3
Recurring measurements:
Financial assets
Marketable securities		139		139		—		—
Investments at FVOCI		8,053		8,053		—		—
Financial liabilities
Derivative warrants (1)		26		—		—		26

The carrying amount is an estimate of the fair value of the derivative warrants and is presented as a current liability. The Company has no cash obligation with respect to the derivative warrants, rather it will deliver common shares if and when warrants are exercised.

There were no transfers between Levels 1, 2 and 3 inputs during the period.

RELATED PARTIES

The Company entered into the following related party transactions during the periods noted, in addition to those disclosed in note 13 relating to the Company’s joint venture.

A former member of key management personnel (retired from SNDL on September 10, 2024) jointly controls a company that owns property leased to SNDL for one of its retail liquor stores. The lease term is from November 1, 2017 to October 31, 2027 and includes extension terms from November 1, 2027 to October 31, 2032 and November 1, 2032 to October 31, 2037. Monthly rent for the location includes base rent, common area costs and sign rent. The rent amounts are subject to increases in accordance with the executed lease agreement. For the period January 1, 2024 to March 31, 2024, the Company paid $41.7 thousand in total rent with respect to this lease.

Commitments and contingencies

The following table summarizes contractual commitments at March 31, 2025:


Accounts payable and accrued liabilities	57,887	—	—	—	57,887
Financial guarantee liability	—	205	—	—	205
Balance, end of year	57,887	205	—	—	58,092

SNDL Inc.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2025

(Unaudited, expressed in thousands of Canadian dollars, except where otherwise noted)

Commitments

The Company has entered into certain supply agreements to provide dried cannabis and cannabis products to third parties. The contracts require the provision of various amounts of dried cannabis on or before certain dates. Should the Company not deliver the product in the agreed timeframe, financial penalties apply which may be paid either in product in-kind or cash.

Contingencies

From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, after consulting with counsel, the Company believes that the losses that may result, if any, will not be material to the consolidated financial statements.

Subsequent Events

acquisition of cost cannabis and t cannabis locations from 1cm

On April 9, 2025, the Company announced that it had entered into an arrangement agreement (the “1CM Agreement”) with 1CM Inc. (“1CM”) pursuant to which it would acquire 32 cannabis retail stores (the “1CM Transaction”) operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan (the “1CM Stores”).

Under the terms of the 1CM Agreement, the Company will acquire, with the option to assign, the 1CM Stores for total consideration of $32.2 million cash, subject to certain adjustments at the closing of the 1CM Transaction (the “Closing”). The 1CM Stores are comprised of 2 stores in Alberta, 3 stores in Saskatchewan and 27 stores located in Ontario.

The 1CM Transaction is to be completed by way of an arrangement under the Business Corporations Act (Ontario). Closing is subject to customary closing conditions, including court approval, regulatory approvals and the approval of 1CM shareholders at the upcoming annual and special meeting of shareholders of 1CM, which is expected to be held in June of 2025. The 1CM Transaction is not subject to a financing condition. Assuming the timely receipt of all required approvals, the 1CM Transaction is anticipated to close by the end of the third quarter of 2025.

EX-99.2

EXHIBIT 99.2

SNDL Inc.

Management’s Discussion and Analysis

For the three months ended March 31, 2025

Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) of the financial condition and performance of SNDL Inc. (“SNDL” or the “Company”) for the three months ended March 31, 2025 is dated April 30, 2025. This MD&A should be read in conjunction with the Company’s condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2025 (the “Interim Financial Statements”) and the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 (the “Audited Financial Statements”) and the risks identified in the Company’s Annual Information Form for the year ended December 31, 2024 (the “AIF”) and elsewhere in this MD&A. This MD&A has been prepared in accordance with National Instrument 51-102 - Continuous Disclosure Obligations and is presented in thousands of Canadian dollars, except where otherwise indicated.

MD&A – Table of Contents

COMPANY OVERVIEW	1
RECENT DEVELOPMENTS	2
Other developments	2
FINANCIAL HIGHLIGHTS	3
CONSOLIDATED RESULTS	4
OPERATING SEGMENTS	6
LIQUOR RETAIL SEGMENT RESULTS	7
CANNABIS RETAIL SEGMENT RESULTS	8
CANNABIS OPERATIONS SEGMENT RESULTS	9
INVESTMENTS SEGMENT RESULTS	10
SELECTED QUARTERLY INFORMATION	10
LIQUIDITY AND CAPITAL RESOURCES	11
CONTRACTUAL COMMITMENTS AND CONTINGENCIES	14
NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES	14
RELATED PARTIES	15
OFF BALANCE SHEET ARRANGEMENTS	16
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	16
NEW ACCOUNTING PRONOUNCEMENTS	16
RISK FACTORS	16
DISCLOSURE CONTROLS AND PROCEDURES	17
INTERNAL CONTROL OVER FINANCIAL REPORTING	17
REMEDIATION	17
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING	17
ABBREVIATIONS	18
FORWARD-LOOKING INFORMATION	18
ADDITIONAL INFORMATION	19

COMPANY OVERVIEW

SNDL operates under four reportable segments:

Liquor retail sales of wines, beers and spirits;
Cannabis retail sales of cannabis products and accessories through corporate-owned and franchised cannabis retail operations;
Cannabis operations as a licensed producer that grows cannabis using indoor facilities and manufactures cannabis products, providing proprietary cannabis processing services; and
Investments targeting the cannabis industry.

The principal activities of the Company are (i) the retailing of wines, beers and spirits under the Wine and Beyond, Ace Liquor and Liquor Depot retail banners; (ii) the operation and support of corporate-owned and franchised retail cannabis stores in certain Canadian jurisdictions where the private sale of adult-use cannabis is permitted, under the Value Buds, Spiritleaf and Superette retail banners; (iii) the manufacturing of cannabis products providing proprietary cannabis processing services, the production, distribution and sale of cannabis in Canada and for export pursuant to the Cannabis Act (Canada) (the “Cannabis Act”) through an owned and licensed cannabis brand portfolio that includes Top Leaf, Contraband, Palmetto, Bon Jak, La Plogue, Versus, Grasslands, Pearls by Grön, No Future and Bhang Chocolate; and (iv) the provision of financial services through the deployment of capital to direct and indirect investments and partnerships throughout the cannabis industry. The Cannabis Act regulates the production, distribution, and possession of cannabis for both medical and adult-use access in Canada.

The Company produces and markets cannabis products for the Canadian adult-use market and for the international medicinal market. SNDL’s operations cultivate cannabis using approximately 380,000 square feet of total space in Atholville, New Brunswick. SNDL’s extraction and manufacturing operations include approximately 84,506 square feet of total space in British Columbia and approximately 65,500 square feet of total space in Ontario.

SNDL and its subsidiaries operate solely in Canada. Through its joint venture, SunStream Bancorp Inc. (“SunStream”), the Company provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as well as other investment opportunities. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt and derivative instruments issued by United States based cannabis businesses. The Company also makes strategic portfolio investments in debt and equity securities.

SNDL was incorporated under the Business Corporations Act (Alberta) (the “ABCA”) on August 19, 2006. The Company’s common shares are listed under the symbol “SNDL” on the Nasdaq Capital Market (the “Nasdaq”) and the Canadian Securities Exchange (the “CSE”).

SNDL is headquartered in Edmonton, Alberta, with operations in Kelowna, British Columbia, Bolton, Ontario, London, Ontario, Toronto, Ontario and Atholville, New Brunswick, and corporate-owned and franchised retail liquor and cannabis stores in five provinces across Canada.

SNDL’s overall strategy is to build sustainable, long-term shareholder value by improving liquidity and cost of capital while optimizing the capacity and capabilities of its production facilities in the creation of a consumer-centric brand and product portfolio. SNDL’s retail operations will continue to build a Canadian retail liquor brand and a network of retail cannabis stores across Canadian jurisdictions where the private distribution of cannabis is legal. SNDL’s investment operations seek to deploy capital through direct and indirect investments and partnerships throughout the cannabis industry.

RECENT DEVELOPMENTS

acquisition of cost cannabis and t cannabis locations from 1cm

OTHER DEVELOPMENTS

U.S. TARIFFS

In response to the new tariffs imposed by the U.S., several Canadian provinces have taken retaliatory measures by removing U.S. alcohol from store shelves and restaurant, bar and retailer fulfillment catalogues. Alberta specifically stopped the purchase of new U.S. liquor.

CSE LISTING

On April 11, 2025, the Company announced that its common shares have commenced trading on the CSE under the symbol “SNDL”, effective April 11, 2025. The CSE listing will provide the Company additional flexibility as it continues to scale its operations and capitalize on emerging opportunities, as well as provide the Company's shareholders with the opportunity to transact in a Canadian market, in Canadian dollars. The Company’s common shares will trade on the CSE in Canadian dollars and continues to trade on the Nasdaq in U.S. dollars.

share repurchase program

On November 14, 2024, the Company announced that the board of directors of the Company (the “Board”) approved a renewal of the share repurchase program upon its expiry on November 20, 2024. The share repurchase program authorizes the Company to repurchase up to $100 million of its outstanding common shares through open market purchases at prevailing market prices. SNDL may purchase up to a maximum of approximately 13.2 million common shares under the share repurchase program, representing approximately 5% of the issued and outstanding common shares as at the date of announcement, and will expire on November 20, 2025. The share repurchase program does not

require the Company to purchase any minimum number of common shares and repurchases may be suspended or terminated at any time at the Company’s discretion. The actual number of common shares which may be purchased pursuant to the share repurchase program and the timing of any purchases will be determined by SNDL’s management and the Board. All common shares purchased pursuant to the share repurchase program will be returned to treasury for cancellation.

On April 30, 2025, the Board approved an amendment to the Company’s share repurchase program to increase the maximum number of common shares that the Company may repurchase up to 10% of the public float of the Company, subject to the approval of the CSE.

For the three months ended March 31, 2025, the Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

Refer to “Liquidity and Capital Resources – Equity” below for further details regarding common shares purchased and cancelled.

FINANCIAL HIGHLIGHTS

The following table summarizes selected financial information of the Company for the periods noted.

($000s, except per share amounts)
Financial Results
Net revenue	204,914		197,750		7,164		4	%
Cost of sales	148,273		147,350		923		1	%
Gross profit	56,641		50,400		6,241		12	%
Gross margin (1)	28	%	25	%			2	%
Operating loss	(12,053	)	(4,377	)	(7,676	)	-175	%
Adjusted operating income (loss) (2)	(9,031	)	(4,466	)	(4,565	)	-102	%
Net loss attributable to owners of the Company	(14,707	)	(2,554	)	(12,153	)	-476	%
Per share, basic and diluted	(0.06	)	(0.01	)	(0.05	)	-500	%
Change in cash and cash equivalents	2,508		(6,087	)	8,595		141	%
Free cash flow (2)	(1,090	)	(6,388	)	5,298		83	%
Statement of Financial Position
Cash and cash equivalents	220,867		188,954		31,913		17	%
Inventory	132,899		134,786		(1,887	)	-1	%
Right of use assets	111,239		122,100		(10,861	)	-9	%
Property, plant and equipment	158,129		129,895		28,234		22	%
Total assets	1,312,273		1,471,397		(159,124	)	-11	%

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.
Adjusted operating income (loss) and free cash flow are specified financial measures that do not have standardized meanings prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

CONSOLIDATED RESULTS

General and administrative

	Three months ended<br>March 31
($000s)	2025		2024
Salaries and wages		28,430		29,921
Consulting fees		2,082		931
Office and general		12,152		10,989
Professional fees		1,504		1,502
Merchant processing fees		1,468		1,410
Director fees		241		119
Other		482		(177	)
		46,359		44,695

General and administrative expenses for the three months ended March 31, 2025 were $46.4 million compared to $44.7 million for the three months ended March 31, 2024. The increase of $1.7 million was mainly due to increases in consulting fees, office and general and other, partially offset by a decrease in salaries and wages.

The increase in consulting fees was due to projects aimed at supporting corporate initiatives. The increase in office and general was mainly due to the acquisition of Indiva Limited (“Indiva”) and increases in insurance, licensing and software costs. The increase in other expenses was mainly due to expected credit loss recoveries in the prior period, driven by initiatives focused on collectability as well as having more historical collection data providing better evidence for future collectability estimates. The decrease in salaries and wages was due to the ongoing restructuring project aimed at reducing corporate overheads.

Share-based compensation

	Three months ended<br>March 31
($000s)	2025			2024
Equity-settled expense
Restricted share units		2,459			2,441
Cash-settled expense
Deferred share units		(1,071	)		2,402
		1,388			4,843

Share-based compensation expense includes the expense related to the Company’s issuance of simple and performance warrants, stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”) to employees, directors, and others at the discretion of the Board. DSUs are accounted for as a liability instrument and measured at fair value based on the market value of the Company’s common shares at each period end. Share-based compensation also includes the expense related to Nova Cannabis Inc. (“Nova”) and their granting of RSUs and DSUs during the applicable comparative period (which pre-dated the completion of the Nova acquisition on October 21, 2024).

Share-based compensation expense for the three months ended March 31, 2025 was $1.4 million compared to $4.8 million for the three months ended March 31, 2024. The decrease of $3.4 million was due to a decrease in DSU expense, caused by the change in fair value of SNDL DSUs and Nova DSU expense in the comparative period. The three months ended March 31, 2025 had a decrease in fair value resulting from a decrease in SNDL’s share price, whereas the comparative period had an increase in fair value resulting from an increase in SNDL’s share price.

Change in estimate of fair value of derivative warrants

	Three months ended<br>March 31
($000s)	2025			2024
Change in estimate of fair value of derivative warrants		(12	)		1,300

Change in estimate of fair value of derivative warrants is reported within other expenses, net, as disclosed in note 19 in the Interim Financial Statements.

Change in estimate of fair value of derivative warrants for the three months ended March 31, 2025 was a recovery of $12.0 thousand compared to an expense of $1.3 million for the three months ended March 31, 2024.

The change in estimate of fair value of derivative warrants is smaller in the current period due to the expiration of the new common share purchase warrants in September 2024. The recovery in the current period is due to a decrease in fair value, mainly due to a decrease in the Company’s closing share price on the Nasdaq from US$1.79 on December 31, 2024 to US$1.41 on March 31, 2025. The expense in the prior period relates to an increase in fair value, mainly due to an increase in the Company’s closing share price on the Nasdaq from US$1.64 on December 31, 2023, to US$2.01 on March 31, 2024.

Operating income (loss)

	Three months ended<br>March 31
($000s)	2025			2024
Operating income (loss)		(12,053	)		(4,377	)

Operating loss for the three months ended March 31, 2025 was $12.1 million compared to $4.4 million for the three months ended March 31, 2024. The increase in operating loss of $7.7 million was due to a decrease in investment income ($1.1 million) and an increase in share of loss of equity-accounted investees ($13.6 million), increases in general and administrative expenses ($1.7 million) and sales and marketing ($1.2 million), partially offset by an increase in gross profit ($6.2 million) and a decrease in share-based compensation expense ($3.4 million).

Net loss

	Three months ended<br>March 31
($000s)	2025			2024
Net loss		(14,707	)		(4,652	)

Net loss for the three months ended March 31, 2025 was $14.7 million compared to $4.7 million for the three months ended March 31, 2024. The increase in net loss of $10.0 million was largely due to a decrease in investment income ($1.1 million) and an increase in share of loss of equity-accounted investees ($13.6 million), increases in general and administrative expenses ($1.7 million) and sales and marketing ($1.2 million) and a decrease in income tax recovery ($3.0 million), partially offset by an increase in gross profit ($6.2 million) and a decrease in share-based compensation expense ($3.4 million).

OPERATING SEGMENTS

The Company’s reportable segments are organized by business line and are comprised of four reportable segments: liquor retail, cannabis retail, cannabis operations, and investments.

Liquor retail includes the sale of wines, beers and spirits through wholly owned liquor stores. Cannabis retail includes the private sale of adult-use cannabis products and accessories through corporate-owned and franchised retail cannabis stores. Cannabis operations include the cultivation, distribution and sale of cannabis for the adult-use and medical markets domestically and for export, and providing proprietary cannabis processing services, in addition to product development, manufacturing, and commercialization of cannabis consumer packaged goods. Investments include the deployment of capital to investment opportunities. Certain overhead expenses not directly attributable to any operating segment are reported as “Corporate”.

($000s)
As at March 31, 2025
Total assets (1)	196,701	214,132		—		410,833	325,202	420,199		156,039		1,312,273
Three months ended March 31, 2025
Net revenue (2)	77,540	34,319		(16,417	)	95,442	109,472	—		—		204,914
Gross profit	19,627	9,211		—		28,838	27,803	—		—		56,641
Operating income (loss)	5,162	(486	)	—		4,676	1,980	(1,601	)	(17,108	)	(12,053	)
Adjusted operating income (loss) (3)	5,162	2,409		—		7,571	1,980	(1,601	)	(16,981	)	(9,031	)

As at March 31, 2025, cash and cash equivalents have been allocated to Corporate from Investments.
The Company has eliminated $16.4 million for the three months ended March 31, 2025 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

($000s)
As at December 31, 2024
Total assets	195,823		230,021	—		425,844		326,061	577,522	19,815		1,349,242
Three months ended March 31, 2024
Net revenue (2)	71,306		22,395	(12,005	)	81,696		116,054	—	—		197,750
Gross profit	18,359		3,235	—		21,594		28,806	—	—		50,400
Operating income (loss)	(1,042	)	891	—		(151	)	2,180	13,079	(19,485	)	(4,377	)
Adjusted operating income (loss) (3)	(1,042	)	1,146	—		104		2,180	13,079	(19,829	)	(4,466	)

Total assets include cash and cash equivalents.
The Company has eliminated $12.0 million for the three months ended March 31, 2024 of cannabis operations revenue and equal cost of sales associated with sales to provincial boards that are expected to be subsequently repurchased by the Company’s licensed retail subsidiaries for resale, at which point the full retail sales revenue will be recognized.
Adjusted operating income (loss) is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

LIQUOR RETAIL SEGMENT RESULTS

Operating income (loss)

	Three months ended<br>March 31
($000s)	2025			2024
Net revenue		109,472			116,054
Cost of sales		81,669			87,248
Gross profit		27,803			28,806
Gross margin (1)		25.4	%		24.8	%
General and administrative		16,992			18,085
Sales and marketing		775			493
Depreciation and amortization		8,098			8,973
Asset impairment (reversal)		—			(925	)
Gain on disposition of assets		(42	)		—
Operating income (loss)		1,980			2,180

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the three months ended March 31, 2025 was $109.5 million compared to $116.1 million for the three months ended March 31, 2024. The decrease of $6.6 million was due to a reduction in overall customer traffic, partly impacted by the timing of holidays, and changing consumer preferences.

Cost of sales for liquor retail operations is comprised of the cost of wine, beer and spirits. Cost of sales for the three months ended March 31, 2025 was $81.7 million compared to $87.2 million for the three months ended March 31, 2024. The decrease of $5.5 million was due to an overall decrease in sales as noted above.

Gross profit for the three months ended March 31, 2025 was $27.8 million (25.4%) compared to $28.8 million (24.8%) for the three months ended March 31, 2024. The decrease of $1.0 million was partly due to the reduction in net revenue and cost of sales noted above, partially offset by the impact of proprietary licensing arrangements and continued focus on private label portfolio.

During the three months ended March 31, 2024, the Company recorded impairment reversals on right of use assets of $0.16 million and property, plant and equipment of $0.77 million due to improved store level operating results.

At April 30, 2025, the Ace Liquor store count was 133, the Liquor Depot store count was 19 and the Wine and Beyond store count was 13.

CANNABIS RETAIL SEGMENT RESULTS

Operating income (loss)

	Three months ended<br>March 31
($000s)	2025			2024
Net revenue		77,540			71,306
Cost of sales		57,913			52,947
Gross profit		19,627			18,359
Gross margin (1)		25.3	%		25.7	%
General and administrative		11,260			12,620
Sales and marketing		253			526
Depreciation and amortization		3,700			3,727
Asset impairment (reversal)		(731	)		2,528
Gain on disposition of assets		(17	)		—
Operating income (loss)		5,162			(1,042	)

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Net revenue for the three months ended March 31, 2025 was $77.5 million compared to $71.3 million for the three months ended March 31, 2024. The increase of $6.2 million is mainly attributable to an increase in same store sales, an increase in the number of stores, from both newly opened and acquired stores, and proprietary licensing arrangements.

Same store sales are specified financial measures that do not have standardized meanings prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

Cost of sales for the three months ended March 31, 2025 was $57.9 million compared to $52.9 million for the three months ended March 31, 2024. The increase of $5.0 million was due to a corresponding increase in same store sales and newly opened and acquired stores.

Gross profit for the three months ended March 31, 2025 was $19.6 million (25.3%) compared to $18.4 million (25.7%) for the three months ended March 31, 2024. The increase of $1.2 million was due to increased corporate store sales.

During the three months ended March 31, 2025, the Company recorded impairment reversals on right of use assets of $0.5 million and property, plant and equipment of $0.3 million due to improved store level operating results. During the three months ended March 31, 2024, the Company recorded impairments on right of use assets of $1.8 million and property, plant and equipment of $0.7 million due to underperforming operating results of certain stores.

At April 30, 2025, the Spiritleaf store count was 65 (7 corporate stores and 58 franchise stores) and the Value Buds store count was 121 corporate stores.

CANNABIS OPERATIONS SEGMENT RESULTS

Operating income (loss)

	Three months ended<br>March 31
($000s)	2025			2024
Net revenue		34,319			22,395
Cost of sales		25,108			19,160
Gross profit		9,211			3,235
Gross margin (1)		26.8	%		14.4	%
General and administrative		3,524			94
Sales and marketing		2,406			1,089
Research and development		100			37
Depreciation and amortization		753			738
Restructuring costs		199			255
Asset impairment		2,715			53
(Gain) loss on disposition of assets		—			78
Operating income (loss)		(486	)		891

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information.

The Company’s revenue comprises bulk and packaged sales under the Cannabis Act pursuant to its supply agreements with Canadian provincial boards, other licensed producers and international exports, proprietary extraction services, white label product formulation and manufacturing, the sale of bulk winterized oil and distillate, toll processing and co-packaging services and analytical testing.

Net revenue for the three months ended March 31, 2025 was $34.3 million compared to $22.4 million for the three months ended March 31, 2024. The increase of $11.9 million was mainly due to the impact of sales from the acquisition of Indiva and increased wholesale sales.

Cost of sales for the three months ended March 31, 2025 were $25.1 million compared to $19.2 million for the three months ended March 31, 2024. The increase of $5.9 million was mainly due to an increase in cost of sales correlating to increased revenue, partially offset by a decrease in inventory impairment and obsolescence of $1.3 million based on improved product management and demand planning.

Gross profit for the three months ended March 31, 2025 was $9.2 million (26.8%) compared to negative $3.2 million (14.4%) for the three months ended March 31, 2024. The increase of $6.0 million was due to the increase in net revenue, decrease in inventory impairment and obsolescence and increased production efficiencies, as noted above.

The increase in general and administrative expenses for the three months ended March 31, 2025 was mainly due to the impact of the Indiva acquisition, increases in employment and maintenance costs and the reversal of expected credit losses in the comparative period.

During the three months ended March 31, 2025, the Company recorded impairments on property, plant and equipment of $2.7 million due to the consolidation of the Company’s edible facilities as part of its integration strategy.

INVESTMENTS SEGMENT RESULTS

Operating income (loss)

	Three months ended<br>March 31
($000s)	2025			2024
Investment income		2,856			4,036
Share of (loss) profit of equity-accounted investees		(4,457	)		9,148
General and administrative		—			105
Operating income (loss)		(1,601	)		13,079

Investment income for the three months ended March 31, 2025 was $2.9 million compared to income of $4.0 million for the three months ended March 31, 2024. The decrease of $1.1 million was mainly due to lower interest revenue in the current period caused by the reimbursement of principal and interest owed on a convertible debenture in July 2024 and the the reimbursement of principal owed on a promissory note in November 2024 and a decrease in interest revenue from cash.

Share of (loss) profit of equity-accounted investees is comprised of the Company’s share of the net profit (or loss) generated from its investments in SunStream. The current investment portfolio of SunStream is comprised of secured debt, hybrid debt and derivative instruments issued by United States based cannabis businesses.

Share of loss of equity-accounted investees for the three months ended March 31, 2025 was $4.5 million compared to profit of $9.1 million for the three months ended March 31, 2024. The decrease of $13.6 million was due to accounting fair value adjustments to the investments.

SELECTED QUARTERLY INFORMATION

The following table summarizes selected consolidated operating and financial information of the Company for the preceding eight quarters.

	2025			2024												2023
($000s, except per share amounts)	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
Net revenue		204,914			257,679			236,892			228,127			197,750			248,450			237,595			231,916
Gross profit		56,641			68,799			62,968			58,164			50,400			57,336			48,605			51,933
Investment income (loss)		2,856			2,734			5,577			3,204			4,036			3,400			3,416			(599	)
Net loss from continuing operations attributable to owners of the Company		(14,707	)		(67,142	)		(19,328	)		(5,772	)		(2,554	)		(82,788	)		(21,784	)		(29,350	)
Per share, basic and diluted		(0.06	)		(0.25	)		(0.07	)		(0.02	)		(0.01	)		(0.32	)		(0.08	)		(0.11	)
Net loss attributable to owners of the Company		(14,707	)		(67,142	)		(19,328	)		(5,772	)		(2,554	)		(82,788	)		(21,784	)		(32,520	)
Per share, basic and diluted		(0.06	)		(0.25	)		(0.07	)		(0.02	)		(0.01	)		(0.32	)		(0.08	)		(0.12	)

During the eight most recent quarters the following items have had a significant impact on the Company’s financial results and results of operations:

Implementing several streamlining and efficiency initiatives which included workforce optimizations;
Disposing of marketable securities;
Impairment and impairment reversals on property, plant and equipment and right of use assets;
Changes to provisions for inventory obsolescence and impairment;
Investments in and distributions from SunStream;
Acquisitions of Lightbox Enterprises Ltd. and Indiva;
Impairment of intangible assets from the acquisition of Inner Spirit Holdings Ltd.;
Impairment of goodwill from the acquisition of The Valens Company Inc. (“Valens”);
Impairment of the Olds facility due to the consolidation of all cultivation activities to the Atholville, New Brunswick facility;
Entering into and acquiring several cannabis-related investments;
Repayment and exiting cannabis-related investments; and
Increased net revenue and gross profit from acquisitions and organic growth.

LIQUIDITY AND CAPITAL RESOURCES

($000s)	March 31, 2025		December 31, 2024
Cash and cash equivalents		220,867		218,359

Capital resources are financing resources available to the Company and are defined as the Company’s debt and equity. The Company manages its capital resources with the objective of maximizing shareholder value and sustaining future development of the business. The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the Company’s activities. The Company may adjust capital spending, issue new equity or issue new debt, subject to the availability of such debt or equity financing on commercial terms.

The Company’s primary need for liquidity is to fund investment opportunities, capital expenditures, working capital requirements and for general corporate purposes. The Company’s primary source of liquidity historically has been from funds received from the proceeds of common share issuances and debt financing. The Company’s ability to fund operations and investments and make planned capital expenditures depends on future operating performance and cash flows, as well as the availability of future financing–all of which is subject to prevailing economic conditions and financial, business and other factors.

Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

Debt

As at March 31, 2025, the Company had no outstanding bank debt or other debt.

Equity

As at March 31, 2025, the Company had the following share capital instruments outstanding:

(000s)
Common shares	257,294	263,022
Common share purchase warrants (1)	118	118
Simple warrants (2)	38	39
Performance warrants (3)	25	25
Stock options (4)	572	572
Restricted share units	13,310	9,371
Derivative warrants (5)	50	50

0.1 million warrants were exercisable as at March 31, 2025.
37,600 simple warrants were exercisable as at March 31, 2025.
14,134 performance warrants were exercisable as at March 31, 2025.
0.6 million stock options were exercisable as at March 31, 2025.
0.1 million derivative warrants were exercisable as at March 31, 2025.

Common shares were issued during the three months ended March 31, 2025 in connection with the following transactions:

The Company purchased and cancelled 5.8 million common shares at a weighted average price, excluding commissions, of $2.57 (US$1.79) per common share for a total cost of $15.0 million including commissions.

As at April 30, 2025, a total of 257.3 million common shares were outstanding.

Cash Flow Summary

	Three months ended<br>March 31
($000s)	2025			2024
Cash provided by (used in):
Operating activities		7,788			3,301
Investing activities		17,172			(1,676	)
Financing activities		(22,452	)		(7,712	)
Change in cash and cash equivalents		2,508			(6,087	)

Cash Flow – Operating Activities

Net cash provided by operating activities was $7.8 million for the three months ended March 31, 2025 compared to $3.3 million provided by operating activities for the three months ended March 31, 2024. The increase of $4.5 million was due to a decrease in net loss adjusted for non-cash items and the change in non-cash working capital. The change in non-cash working capital is comprised of changes in inventory, accounts receivable, prepaid expenses and deposits and accounts payable.

Cash Flow – Investing Activities

Net cash provided by investing activities was $17.2 million for the three months ended March 31, 2025 compared to $1.7 million used in investing activities for the three months ended March 31, 2024. The increase of $18.9 million was primarily due to the repayment of the Delta 9 Cannabis Inc. commercial mortgage, partially offset by additions to investments at fair value through other comprehensive income.

Cash Flow – Financing Activities

Net cash used in financing activities was $22.5 million for the three months ended March 31, 2025 compared to $7.7 million used in financing activities for the three months ended March 31, 2024. The increase of $14.8 million was largely due to repurchases of common shares in the current period.

Free cash flow

	Three months ended<br>March 31
($000s)	2025			2024
Free cash flow		(1,090	)		(6,388	)

Free cash flow is a specified financial measure that does not have standardized meaning prescribed by IFRS Accounting Standards and therefore may not be comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures and Other Measures” section of this MD&A for further information. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

Free cash flow was negative $1.1 million for the three months ended March 31, 2025 compared to negative $6.4 million for the three months ended March 31, 2024. The increase of $5.3 million was mainly due to a decrease in net loss and adjustments for non-cash items and a decrease in non-cash working capital.

Financial Instruments

Refer to note 21 in the Interim Financial Statements for additional information on the Company’s financial instruments and the related fair value estimates and disclosures.

Liquidity risks associated with financial instruments

Credit risk

Credit risk is the risk of financial loss if the counterparty to a financial transaction fails to meet its obligations. The maximum amount of the Company’s credit risk exposure is the carrying amounts of cash and cash equivalents, accounts receivable, and investments. The Company attempts to mitigate such exposure to its cash and cash equivalents by investing only in financial institutions with investment grade credit ratings or secured investments. The Company manages risk over its accounts receivable by issuing credit only to creditworthy counterparties. The Company limits its exposure to credit risk over its investments by ensuring the agreements governing the investments are secured in the event of counterparty default. The Company considers financial instruments to have low credit risk when its credit risk rating is equivalent to investment grade. The Company assumes that the credit risk on a financial asset has increased significantly if it is outstanding past the contractual payment terms. The Company considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Company.

The Company applies the simplified approach under IFRS 9 for trade receivables by grouping receivables based on shared credit risk characteristics and the days past due. The expected loss rates are based on historical credit losses experienced over a period of 12 months.

The Company applies the general approach under IFRS 9 to other investments, which is an assessment of whether the credit risk of a financial instrument has increased significantly since initial recognition.

Liquidity risk

Liquidity risk is the risk that the Company cannot meet its financial obligations when due. The Company manages liquidity risk by monitoring operating and growth requirements. The Company prepares forecasts to ensure sufficient liquidity to fulfil obligations and operating plans. Management believes its current capital resources will be sufficient to satisfy cash requirements associated with funding the Company’s operating expenses and future development activities for at least the next 12 months. However, no assurance can be given that this will be the case or that future sources of capital will not be necessary.

Market risk

Market risk is the risk that changes in market prices will affect the Company’s income or value of its holdings of financial instruments. The Company is exposed to market risk in that changes in market prices will cause fluctuations in the fair value of its marketable securities. The fair value of marketable securities is based on quoted market prices as the Company’s marketable securities are shares of publicly traded entities.

Regulatory risk

Regulatory risk pertains to the risk that the Company’s business objectives are contingent, in part, upon compliance with regulatory requirements. Due to the nature of the industries in which the Company operates, the Company recognizes that regulatory requirements are more stringent and punitive in nature than most other sectors of the economy. Any delays in obtaining, or failure to obtain, regulatory approvals could significantly delay operational and/or product development and could have a material adverse effect on the Company’s business, results of operations, and financial condition. The Company is cognizant of the advent of regulatory changes in these industries on the city, provincial, and national levels in Canada and is aware of the effect that unforeseen regulatory changes in these industries could have on the goals and operations of the business as a whole.

CONTRACTUAL COMMITMENTS AND CONTINGENCIES

Commitments

The information presented in the table below reflects management’s estimate of the contractual maturities of the Company’s obligations at March 31, 2025.

($000s)
Accounts payable and accrued liabilities	57,887	—	—	—	57,887
Lease liabilities	39,926	68,441	52,510	10,860	171,737
Financial guarantee liability	—	205	—	—	205
Total	97,813	68,646	52,510	10,860	229,829

The Company has entered into royalty agreements to pay a certain amount of royalties on cannabis products sold. Should the Company not sell sufficient product in the agreed timeframe, a minimal royalty payment is accrued.

Contingencies

From time to time, the Company and its subsidiaries are or may become involved in various legal claims and actions which arise in the ordinary course of their business and operations. While the outcome of any such claim or action is inherently uncertain, the Company believes that the losses that may result, if any, will not be material to the financial statements.

NON-IFRS FINANCIAL MEASURES AND OTHER MEASURES

Certain specified financial measures in this MD&A including adjusted operating income (loss), free cash flow and same store sales are non-IFRS measures. These terms are not defined by IFRS Accounting Standards and, therefore, may not be comparable to similar measures reported by other companies. These non-IFRS financial measures should not be considered in isolation or as an alternative for measures of performance prepared in accordance with IFRS Accounting Standards.

GROSS MARGIN

Gross margin is a supplementary financial measure calculated by dividing gross profit by net revenue for the periods noted.

Adjusted operating income (loss)

Adjusted operating income (loss) is a non-IFRS financial measure which the Company uses to evaluate its operating performance. Adjusted operating income (loss) provides information to investors, analysts, and others to aid in understanding and evaluating the Company’s operating results in a similar manner to its management team. The Company defines adjusted operating income (loss) as operating income (loss) less restructuring costs (recovery), goodwill and intangible asset impairments and asset impairments triggered by restructuring activities.

The following tables reconcile adjusted operating income (loss) to operating income (loss) for the periods noted.

($000s)	Cannabis<br>Retail		Cannabis<br>Operations			Cannabis<br>Total		Liquor<br>Retail		Investments			Corporate			Total
Three months ended March 31, 2025
Operating income (loss)		5,162		(486	)		4,676		1,980		(1,601	)		(17,108	)		(12,053	)
Adjustments:
Restructuring costs		—		199			199		—		—			127			326
Impairments triggered by restructuring		—		2,696			2,696		—		—			—			2,696
Adjusted operating income (loss)		5,162		2,409			7,571		1,980		(1,601	)		(16,981	)		(9,031	)
($000s)	Cannabis<br>Retail			Cannabis<br>Operations		Cannabis<br>Total			Liquor<br>Retail		Investments		Corporate			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Three months ended March 31, 2024
Operating income (loss)		(1,042	)		891		(151	)		2,180		13,079		(19,485	)		(4,377	)
Adjustments:
Restructuring costs (recovery)		—			255		255			—		—		(344	)		(89	)
Adjusted operating income (loss)		(1,042	)		1,146		104			2,180		13,079		(19,829	)		(4,466	)

Free cash flow

Free cash flow is a non-IFRS financial measure which the Company uses to evaluate its financial performance. Free cash flow provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s ability to generate positive cash flows as it removes cash used for non-operational items. The Company defines free cash flow as the total change in cash and cash equivalents less cash used for common share repurchases, dividends (if any), changes to debt instruments, changes to long-term investments, net cash used for acquisitions plus cash provided by dispositions (if any).

The following table reconciles free cash flow to change in cash and cash equivalents for the periods noted.

	Three months ended<br>March 31
($000s)	2025			2024
Change in cash and cash equivalents		2,508			(6,087	)
Adjustments
Repurchase of common shares		15,031			—
Changes to long-term investments		(18,629	)		(301	)
Free cash flow		(1,090	)		(6,388	)

Same store sales

Same store sales is a supplementary financial measure which the Company uses to evaluate its financial performance in its retail segments. Same store sales provides information which management believes to be useful to investors, analysts and others in understanding and evaluating the Company’s sales trends excluding the effect of the opening and closure of stores.

Same store sales refers to the revenue generated by the Company’s existing retail locations during the current and prior comparison periods.

RELATED PARTIES

SunStream is a joint venture in which the Company has a 50% ownership interest and is a related party due to it being classified as a joint venture of the Company. SunStream is a private company, incorporated under the ABCA, which provides growth capital that pursues indirect investment and financial services opportunities in the cannabis sector, as

well as other investment opportunities. Capital contributions to the joint venture and distributions received from the joint venture are classified as related party transactions.

A former member of key management personnel (Tank Vander – former President, Liquor Retail; retired from SNDL on September 10, 2024) jointly controls a company that owns property leased to SNDL for one of its retail liquor stores. The lease term is from November 1, 2017 to October 31, 2027 and includes extension terms from November 1, 2027 to October 31, 2032 and November 1, 2032 to October 31, 2037. Monthly rent for the location includes base rent, common area costs and sign rent. The rent amounts are subject to increases in accordance with the executed lease agreement. For the period January 1, 2024 to March 31, 2024, the Company paid $41.7 thousand in total rent with respect to this lease.

OFF BALANCE SHEET ARRANGEMENTS

As at March 31, 2025, the Company did not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

The Company makes assumptions in applying critical accounting estimates that are uncertain at the time the accounting estimate is made and may have a significant effect on its consolidated financial statements. Critical accounting estimates include the classification and recoverable amounts of cash generating units, value of inventory, value of equity-accounted investees, value of leases, acquisitions and fair value of assets acquired and liabilities assumed in a business combination. Critical accounting estimates are based on variable inputs including but not limited to:

Demand for cannabis for adult-use and medical purposes;
Price of cannabis;
Expected cannabis sales volumes;
Demand for liquor;
Price of liquor;
Expected liquor sales volumes;
Changes in market interest and discount rates;
Future development and operating costs;
Costs to convert harvested cannabis to finished goods;
Potential returns and pricing adjustments; and
Market prices, volatility and discount rates used to determine fair value of equity-accounted investees.

Changes in critical accounting estimates can have a significant effect on profit or loss as a result of their impact on revenue, costs of sales, provisions and impairments. Changes in critical accounting estimates can have a significant effect on the valuation of inventory, property, plant and equipment, provisions and derivative financial instruments.

For a detailed discussion regarding the Company’s critical accounting estimates, refer to the notes to the Audited Financial Statements.

NEW ACCOUNTING PRONOUNCEMENTS

The International Accounting Standards Board and the IFRS Interpretations Committee regularly issue new and revised accounting pronouncements which have future effective dates and therefore are not reflected in the Company’s consolidated financial statements. Once adopted, these new and amended pronouncements may have an impact on the Company’s consolidated financial statements. The Company’s analysis of recent accounting pronouncements is included in the notes to the Audited Financial Statements.

RISK FACTORS

In addition to the risks described elsewhere in this document, for a detailed discussion regarding the Company’s risk factors, refer to the “Risk Factors” section of the AIF.

DISCLOSURE CONTROLS AND PROCEDURES

The Company has designed disclosure controls and procedures (as defined in National Instrument – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) and Rules 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to provide reasonable assurance that: (i) material information relating to the Company is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time period specified in such securities legislation.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025. Based upon evaluation of the Company’s disclosure controls and procedures as of March 31, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as March 31, 2025, due to a material weakness described in our MD&A for the year ended December 31, 2024.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Refer to our MD&A for the year ended December 31, 2024, for a discussion regarding our internal control over financial reporting and the material weakness identified.

REMEDIATION

Management has implemented and continues to implement measures designed to ensure that control deficiencies are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

hiring of new Chief Information Technology Officer to prioritize addressing information technology general controls issues;
enhancing monitoring of change management controls for modifications of security roles and permissions in financial systems;
implementation of identity governance and administration solution to address system access concerns;
continue with process improvements and strengthening of controls over financial systems; and
augmentation of our existing internal audit staff with new co-sourcing partner to enhance the effectiveness and scope of our internal audit function.

At April 30, 2025 the above remediation measures are in progress but will not be considered remediated until the updated controls operate for a sufficient period of time, and management has concluded through testing, that these controls are operating effectively.

The Company is pursuing remediation of the above material weakness during the 2025 fiscal year.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except for the remediation activities described above, as of March 31, 2025, there have been no other changes in our internal control over financial reporting (as defined in NI 52-109 and Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ABBREVIATIONS

The following provides a summary of common abbreviations used in this document:

Financial and Business Environment
$ or C$	Canadian dollars
U.S.	United States
US$	United States dollars

FORWARD-LOOKING INFORMATION

This MD&A may contain forward-looking information concerning the Company’s business, operations and financial performance and condition, as well as the Company’s plans, objectives and expectations for its business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “pioneer”, “seek”, “should”, “target”, “will”, “would”, and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.

These forward-looking statements include, but are not limited to, statements about:

the uncertainties associated with tariffs and countermeasures thereto;
the Company’s strategy;
expectations with respect to retail and investment operations;
expectations with respect to the 1CM Transaction, including the anticipated timing for the annual and special meeting of 1CM shareholders and the closing of the 1CM Transaction;
the Company’s intentions with respect to the Cost Cannabis and T Cannabis brands and integration with SNDL;
the impact of tariffs on the Company;
the expected benefits of the CSE listing;
expectations with respect to the Company’s restructuring project;
the impact of consolidating cannabis segments;
the Company’s share repurchase program;
the Company’s ability to adjust its capital resources;
the Company’s liquidity needs, including its ability to source its liquidity requirements;
the sufficiency of the Company’s capital resources;
risks associated with financial instruments and the methods by which the Company manages such risks;
expectations with respect to various contingencies, including the impact of such on the Company’s financial statements;
the impact of changes to critical accounting estimates and new accounting pronouncements; and
expectations with respect to remediation measures to control deficiencies.

Although the forward-looking statements contained in this MD&A are based on assumptions that the Company believes are reasonable, you are cautioned that actual results and developments (including Company results of operations, financial condition and liquidity, and the development of the industry in which the Company operates) may differ materially from those made in or suggested by the forward-looking statements contained in this MD&A. In addition, even if results and developments are consistent with the forward-looking statements contained in this MD&A, those results and developments may not be indicative of results or developments in subsequent periods.

Certain assumptions made in preparing the forward-looking statements contained in this MD&A include:

the Company’s ability to implement its operational and liquidity strategies as well as its strategic initiatives;
the Company’s competitive advantages;
the impact of competition;
the changes and trends in the cannabis cultivation and retail, and the liquor retail industry;
changes in laws, rules and regulations;
the Company’s ability to maintain and renew required licences;
the Company’s ability to maintain good business relationships with its customers, distributors and other strategic partners;
the Company’s ability to keep pace with changing consumer preferences;
the Company’s ability to protect its intellectual property;
the Company’s ability to identify, finance and consummate acquisitions on attractive terms, integrate acquired companies and to realize the benefits of such acquisitions, including Valens and the 1CM stores;
the Company’s ability to retain key personnel;
the Company’s ability to efficiently deploy capital and achieve its expected and desired returns on such investments;
the Company’s ability to maintain and keep its public listing on the Nasdaq and the CSE and the liquidity of the trading of its common shares on a publicly listed stock exchange;
the Company’s ability to open new retail locations and attract a sufficient number of qualified franchisees; and
the absence of material adverse changes in the Company’s industry or the global economy, including as a result of global economic downturns.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about the Company’s business and the industry in which it operates and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond its control. As a result, any or all of the forward-looking information in this MD&A may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” in the AIF and otherwise described in this MD&A. Readers of this MD&A are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this MD&A and, except as required by applicable law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with applicable securities regulators, including the Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), after the date of this MD&A.

This MD&A contains estimates, projections and other information concerning the Company’s industry, its business and the markets for its products. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, the Company obtained this industry, business, market and other data from its own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. Certain statements included in this MD&A may be considered “financial outlook” for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this MD&A. The purpose of the financial outlook is to provide readers with disclosure of the Company’s reasonable expectations of its anticipated results. The financial outlook is provided as of the date of this MD&A.

In addition, assumptions and estimates of the Company’s and industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in the AIF and elsewhere in this MD&A. These and other factors could cause the Company’s future performance to differ materially from the Company’s assumptions and estimates. Readers of this MD&A are cautioned against placing undue reliance on forward-looking statements.

Further information regarding the assumptions and risks inherent in the making of forward-looking statements can be found in the AIF, along with the Company’s other public disclosure documents. Copies of the AIF and other public disclosure documents are available under the Company’s profile on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the EDGAR section of the SEC’s website at www.sec.gov.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s most recent AIF, can be viewed under the Company’s profile on SEDAR+ at www.sedarplus.ca, on the EDGAR section of the SEC’s website at www.sec.gov, or on the

Company’s website at www.sndl.com. The information on or accessible through our website is not part of and is not incorporated by reference into this MD&A, and the inclusion of our website address in this MD&A is only for reference.

EX-99.3

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Zachary George, Chief Executive Officer of SNDL Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended March 31, 2025.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is “Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 30, 2025

/s/ Zachary George

_______________________

Zachary George

Chief Executive Officer

EX-99.4

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Alberto Paredero Quiros, Chief Financial Officer of SNDL Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SNDL Inc. (the “issuer”) for the interim period ended March 31, 2025.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 30, 2025

/s/ Alberto Paredero Quiros

_______________________

Alberto Paredero Quiros

Chief Financial Officer