February 04, 2021

Sundial Growers Announces Closing of its US$74.5 Million Registered Offering

CALGARY, AB (February 4, 2021) — Sundial Growers Inc. (NASDAQ: SNDL) ("Sundial" or the "Company") announced today that it has closed a best efforts underwritten registered offering of 60,500,000 Series A Units, each consisting of one common share and one-half Series A Warrant, with each whole Series A Warrant entitling the holder to purchase one common share, and 14,000,000 Series B Units (and together with the Series B Units, the "Units"), each consisting of one pre-funded Series B Warrant (together with the Series A Warrants, the "Warrants") to purchase one common share and one-half Series A Warrant, with each whole Series A Warrant entitling the holder to purchase one common share. Each Series A Unit was sold at a price of US$1.00 per Series A Unit and each Series B Unit was sold at a price of US$1.00 per Series B Unit, minus US$0.0001, and the remaining exercise price of each Series B Warrant is equal to US$0.0001 per common share. The Warrants are immediately exercisable and have a term of five years commencing on the date of issuance. Only whole Warrants are exercisable. The exercise price of the Series A Warrants is equal to US$1.10 per common share. All of the securities in the offering are being sold by Sundial.

Sundial's gross proceeds from the offering were approximately US$74.5 million, before deducting underwriting discounts and estimated offering expenses. Following the closing of the offering, Sundial has unrestricted cash of approximately $610 million, in addition to marketable securities and loans receivable of approximately $61 million, and approximately 1.56 billion common shares outstanding.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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