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 November 2023

Commission File Number 001-39005

SNDL INC.

(Registrant’s name)

#300, 919 - 11 Avenue SW

Calgary, AB T2R 1P3

Tel.: (403) 948-5227

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

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 F-3 (File No. 333-253169 and File No. 333-253813) and Form S-8 (File No. 333-233156, File No. 333-262233, File No. 333-267510 and File No. 333-269242) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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.

EXHIBIT

Exhibit 99.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the “Agreement”) is made as of November 17, 2023 (the “Termination Date”).

BETWEEN:

SNDL INC., a corporation existing under the laws of the Province of Alberta (“SNDL”)

- and -

NOVA CANNABIS INC., a corporation existing under the laws of the Province of Alberta (“Nova”, and together with SNDL, the “Parties” and each is a “Party”)

WHEREAS the Parties are parties to an implementation agreement dated as of December 20, 2022, as amended on April 3, 2023, June 16, 2023, June 30, 2023, July 25, 2023, August 23, 2023, September 28, 2023, and October 29, 2023 (the “Implementation Agreement”);

AND WHEREAS the Implementation Agreement may be terminated by mutual written agreement of the Parties in accordance with Section 7.2(1)(a) thereof;

AND WHEREAS in consideration of the covenants and undertakings contained herein, and subject to and on the terms and conditions set forth herein, the Parties desire to terminate the Implementation Agreement as of the Termination Date and to abandon the transactions contemplated therein;

AND WHEREAS the Parties wish to confirm and settle the terms on which the Implementation Agreement shall be mutually terminated in order to avoid any disputes or misunderstandings in relation thereto;

NOW THEREFORE, in consideration of the agreements and covenants contained herein, the Parties agree as follows:

Article 1
INTERPRETATION

All capitalized terms used in this Agreement that are not defined herein have the meanings ascribed to such terms in the Implementation Agreement. For purposes of this Agreement:

“Claims” means all actions, demands, manner of actions, causes of action, suits, bonds, warranties, contracts, losses, injuries, undertakings, proceedings (in each case, actual or contingent and whether or not previously asserted), executions, judgments, duties, debts, accounts, contracts and covenants (whether express or implied), claims, demands and rights whatsoever for losses, injuries, liabilities, damages, indemnity, costs, expenses, interest or prejudice of every nature and kind whether in law or in equity, whether actual, pending or potential, whether known or unknown (for greater certainty including all claims in tort, contract, law or otherwise);

“Confidential Information” means non-public, confidential, personal or proprietary information concerning a Party and its affiliates and its and their respective businesses and affairs that is or has been disclosed by one Party (a “Disclosing Party”) to another Party who is not an affiliate thereof (the “Recipient”), regardless of the manner in which it is furnished (whether oral or in writing or in any other form or media) or obtained, in connection with the transactions contemplated by the Implementation Agreement and/or this Agreement, including the fact of a relationship between the Parties, the existence of, the terms and conditions of, the status of the transaction contemplated by, or any other facts pertaining to the Implementation Agreement and/or this Agreement, any information about identifiable individuals or any other information relating to a Party and its affiliates, customers, suppliers, partners, investors, employees and consultants, but in each case does not include information that the Recipient can demonstrate: (i) is or has become generally available to the public other than as a result of disclosure by the Recipient or its affiliates or their respective Related Persons; (ii) is received by the Recipient or its affiliates or their respective Related Persons from an independent third party that obtained it lawfully and was under no duty of confidentiality; (iii) was in its possession or the possession of its affiliates or their respective Related Persons prior to the disclosure of such information by the Disclosing Party; or (iv) was independently developed by the Recipient or its affiliates or their respective Related Persons without the use of or reference to any Confidential Information;

“Excluded Claims” means any Claims arising under this Agreement and/or the provisions of the Implementation Agreement that are expressly stated to survive the termination of the Implementation Agreement;

“Related Persons” means, with respect to a Party, any affiliate (as defined in the Implementation Agreement) or related party (within the meaning of MI 61-101) thereof and each of their respective present and former shareholders, officers, directors, employees, auditors, advisors (including financial advisors), legal counsel, agents, consultants, and other representatives; and

“Released Claims” means any and all Claims which any Party has now, or may have in the future, against the other Party or any of such other Party’s Related Persons, whether known or unknown relating to, or arising out of, the Implementation Agreement, the Transactions (including, for greater certainty, any Claim, current or future, for any payment, for expense reimbursement or otherwise, by a Party to the other Party under the Implementation Agreement). For greater certainty, “SNDL Released Claims” means any and all Released Claims which Nova has now or may have in the future against any SNDL Released Person (as defined below), relating to or arising out of any cause, matter or thing whatsoever existing up to and including the date hereof, other than Excluded Claims; and “Nova Released Claims” means any and all Released Claims which SNDL has now or may have in the future against any Nova Released Person (as defined below), relating to or arising out of any cause, matter or thing whatsoever existing up to and including the date hereof, other than Excluded Claims.

Article 2
TERMINATION

The Parties hereby fully and finally terminate the Implementation Agreement and any and all rights, duties or obligations arising thereunder or in connection therewith effective as of the Termination Date in accordance with Section 7.2(1)(a) of the Implementation Agreement.

The Implementation Agreement is hereby void and of no further force or effect, without liability of either Party (or any Related Person of such Party) to any other Party.

Each Party agrees that all out-of-pocket expenses of the Parties relating to the Implementation Agreement or the transactions contemplated thereby, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the Party that incurred such expenses.

Article 3
RELEASE

This Agreement should not in any way be interpreted as an admission of responsibility of whatever nature it may be on the part of any Party hereto, and is entered into with the sole and unique objective of confirming the termination of the Implementation Agreement and settling the terms thereof on fair and agreed terms without any disputes or misunderstandings.

Nova, on behalf of itself and its Related Persons, irrevocably and unconditionally releases and discharges SNDL and SNDL’s Related Persons (collectively, the “SNDL Released Persons”) from any and all Released Claims, except for Excluded Claims. Nova agrees and undertakes not to: (a) encourage, facilitate or instigate any SNDL Released Claims by other Persons against SNDL and SNDL’s Related Persons in connection with the SNDL Released Claims; or (b) institute or continue any proceedings by way of action, arbitration or otherwise against any Person who or which might be entitled to claim contribution, indemnity, damages or other relief over or against any of the SNDL Released Persons in connection with the SNDL Released Claims. Nova agrees to fully indemnify and save harmless each of the SNDL Released Persons from and against any losses, liabilities, claims, damages, costs and expenses suffered or incurred by any of the SNDL Released Persons as a result of Nova making or bringing any SNDL Released Claim against any other Person, whether by reason of such other person or entity claiming contribution or indemnity from any of the SNDL Released Persons in respect of such a SNDL Released Claim.

SNDL, on behalf of itself and its Related Persons, irrevocably and unconditionally releases and discharges Nova and Nova’s Related Persons (collectively, the “Nova Released Persons”) from any and all Released Claims, except for Excluded Claims. SNDL agrees and undertakes not to: (a) encourage, facilitate or instigate any Nova Released Claims by other Persons against Nova and Nova’s Related Persons in connection with the Nova Released Claims; or (b) institute or continue any proceedings by way of action, arbitration or otherwise against any Person who or which might be entitled to claim contribution, indemnity, damages or other relief over or against any of the Nova Released Persons in connection with the Nova Released Claims. SNDL agrees to fully indemnify and save harmless each of the Nova Released Persons from and against any losses, liabilities, claims, damages, costs and expenses suffered or incurred by any of the Nova Released Persons as a result of SNDL making or bringing any Nova Released Claim against any other Person, whether by reason of such other person or entity claiming contribution or indemnity from any of the Nova Released Persons in respect of such a Nova Released Claim.

Each of SNDL and Nova, on behalf of itself and its Related Persons, represents, warrants and covenants that it has not assigned and will not assign to any other person or entity any of the Released Claims.

Article 4
COMMUNICATIONS AND CONFIDENTIALITY

As promptly as possible following execution of this Agreement, each Party will issue a joint press release with respect to the termination of the Implementation Agreement and the entering into of this Agreement, in form and substance reasonably satisfactory to both Parties. A copy of this Agreement and a material change report relating thereto will be filed by each Party on SEDAR and by SNDL on EDGAR following the issuance of such press release by such Party.

Except as required by applicable Law and as set forth in Section 4.1 or this Section 4.2, neither Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement, the Implementation Agreement, the transactions contemplated in or terminated by the Implementation Agreement or hereby or the termination of the Implementation Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that, in the opinion of outside legal counsel, is required to make disclosure by applicable Law, shall use its best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on such disclosure (other than with respect to confidential information contained in such disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, subject to Section 4.3, none of the foregoing shall prevent a Party from making:

Each Party irrevocably undertakes, for an indefinite period of time, not to make any disparaging, critical or defamatory statements, written or oral, or cause or encourage others to make any such statements, concerning the other Party, its affiliates, and their respective officers, directors, employees, agents and other representatives, both current and former, in connection with this Agreement, the Implementation Agreement or the transactions contemplated in the Implementation Agreement and terminated by this Agreement.

Article 5
MISCELLANEOUS

Except as expressly permitted by the terms of this Agreement, neither this Agreement nor any of the rights, interests or obligations of any Party under this Agreement may be assigned by a Party without the prior written consent of the other Party.

The Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

This Agreement, together with the Implementation Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

This Agreement may be executed in any number of counterparts (including counterparts by electronic transmission) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Signature page follows]

IN WITNESS WHEREOF the Parties have executed this Termination Agreement on the date first written above.

[Signature page to Termination Agreement]

Exhibit 99.2

FORM 51-102F3
MATERIAL CHANGE REPORT

SNDL Inc. (“SNDL”)
#300, 919 – 11^th Avenue SW
Calgary, Alberta T2R 1P3

November 17, 2023

A news release with respect to the material change referred to in this report was issued and disseminated through the facilities of recognized newswire services on November 17, 2023 and subsequently filed on the System for Electronic Document Analysis and Retrieval + (SEDAR+), a copy of which is attached hereto as Schedule “A”.

On November 17, 2023, SNDL announced the mutual termination of the implementation agreement entered into with Nova Cannabis Inc. (“Nova”) on December 20, 2022, as amended on April 3, 2023, June 16, 2023, June 30, 2023, July 25, 2023, August 23, 2023, September 28, 2023, and October 29, 2023 (the “Implementation Agreement”), pursuant to which SNDL and Nova intended to implement a strategic partnership creating a well-capitalized cannabis retail platform in Canada (the “Transaction”).

On November 17, 2023, in a joint news release issued by SNDL and Nova, SNDL announced that the parties had mutually terminated the Implementation Agreement.

On November 17, 2023, SNDL and Nova entered into a termination agreement (the “Termination Agreement”), pursuant to which SNDL and Nova agreed to mutually terminate the Implementation Agreement in accordance with its terms. The Termination Agreement provides for the release by each party of certain claims arising from or relating to the Transaction, the Implementation Agreement, the transactions contemplated therein and the circumstances relating thereto. There are no penalties or fees related to the mutual agreement to terminate the Implementation Agreement.

In connection with the termination of the Implementation Agreement, SNDL and Nova (i) have further amended the credit facility made available by SNDL to Nova whereby they have extended the maturity date under the facility to March 31, 2024, and (ii) have determined not to proceed, at this time, with SNDL’s proposed distribution of Nova common shares to SNDL shareholders pursuant to the plan of arrangement approved by SNDL shareholders at its annual and special meeting of shareholders held on July 25, 2022.

Not applicable.

Not applicable.

Not applicable.

For further information contact:

Matthew Husson, General Counsel & Corporate Secretary
1-587-327-2017

November 20, 2023

Forward-Looking Statements

This material change report contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation ("forward-looking information"). Forward-looking information is typically, but not always, identified by the use of words such as "will", "expect", "project", "to be", "believe", "anticipate" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Although SNDL believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because SNDL cannot give any assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits SNDL will derive therefrom. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: risks associated with general economic conditions; adverse industry events; conditions in the liquor and cannabis industries; the risk that Nova or SNDL does not receive any necessary retail cannabis approvals and/or authorizations or that they are not able to open additional retail cannabis stores, directly or indirectly, as anticipated or at all; the ability of management to execute its business strategy, objectives and plans; the availability of capital to fund the build-out and opening of additional retail cannabis stores; and the impact of general economic conditions.

SCHEDULE “A”

NEWS RELEASE

Attached.

SNDL and Nova Cannabis Remain Committed to Partnership Following the Termination of the Implementation Agreement

CALGARY, AB, Nov. 17, 2023 /CNW/ - SNDL Inc. (Nasdaq: SNDL) ("SNDL") and Nova Cannabis Inc. (TSX: NOVC) ("Nova") today announced the mutual decision to terminate the implementation agreement, dated December 20, 2022, as amended (the "Implementation Agreement"), concerning their previously- announced strategic partnership (the "Transaction"). SNDL and Nova reaffirm their strong commitment to their ongoing partnership under the management and administrative services agreement.

"We are dedicated to building a consumer-centric, regulated products business model within a complex regulatory environment," said Zach George, Chief Executive Officer of SNDL. "The synergy between our companies has already demonstrated great results, and combined efforts and shared vision are key drivers in this journey towards market leadership. SNDL remains committed to being a strong financial partner to Nova, with a focus on fostering sustainable business growth and development."

In connection with the termination of the Implementation Agreement, SNDL and Nova have extended the maturity date of Nova's credit facility with SNDL to March 31, 2024.

The previously planned distribution of Nova common shares to SNDL shareholders in connection with the Transaction pursuant to the plan of arrangement approved by SNDL shareholders at its annual and special meeting of shareholders held on July 25, 2022, will not proceed at this time.

ABOUT SNDL INC.

SNDL is a public company whose shares are traded on the Nasdaq under the symbol "SNDL." SNDL is the largest private-sector liquor and cannabis retailer in Canada with retail banners that include Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds, Spiritleaf, and Firesale Cannabis. SNDL is a licensed cannabis producer and one of the largest vertically integrated cannabis companies in Canada specializing in low-cost biomass sourcing, premium indoor cultivation, product innovation, low-cost manufacturing facilities, and a cannabis brand portfolio that includes Top Leaf, Contraband, Citizen Stash, Sundial Cannabis, Palmetto, Bon Jak, Spiritleaf Selects, Versus Cannabis, Value Buds, Vacay, Grasslands and Superette. SNDL's investment portfolio seeks to deploy strategic capital through direct and indirect investments and partnerships throughout the North American cannabis industry.

For more information on SNDL, please go to www.sndl.com.

ABOUT NOVA CANNABIS INC.

Nova Cannabis Inc. (TSX: NOVC) is one of Canada's largest and fastest-growing cannabis retailers with a goal of disrupting the cannabis retail market by offering a wide range of high-quality cannabis products at every-day best value prices. Nova currently owns and/or operates 92 locations across Alberta, Ontario, and Saskatchewan, primarily under its "Value Buds" banner. Additional information about Nova Cannabis Inc. is available at www.sedar.com and Nova's website at www.novacannabis.ca.

Forward-Looking Information Cautionary Statement

This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation ("forward-looking information"). Forward-looking information is typically, but not always, identified by the use of words such as "will", "expect", "project", "to be", "believe", "anticipate" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Although SNDL and Nova believe that the assumptions and factors on which such forward- looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because neither SNDL nor Nova can give any assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits Nova and/or SNDL will derive therefrom. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: risks associated with general economic conditions; adverse industry events; conditions in the liquor and cannabis industries; the risk that Nova or SNDL does not receive any necessary retail cannabis approvals and/or authorizations or that they are not able to open additional retail cannabis stores, directly or indirectly, as anticipated or at all; the ability of management to execute its business strategy, objectives and plans; the availability of capital to fund the build-out and opening of additional retail cannabis stores; and the impact of general economic conditions.

View original content to download multimedia:

https://www.prnewswire.com/news-releases/sndl-and-nova-cannabis-remain-committed-to-partnership-following-the-termination-of-the-implementation-agreement-3 SOURCE SNDL Inc.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2023/17/c6148.html

%SEDAR: 00038746E

For further information: Sophie Pilon, SNDL Inc., O: 1.587.327.2017, E: investors@sndl.com CO: SNDL Inc.

CNW 18:47e 17-NOV-23