1CM Mails Circular for Annual and Special Meeting of Shareholders and Announces Receipt of Interim Court Order

Toronto, Ontario--(Newsfile Corp. - May 20, 2025) - 1CM Inc. (CSE: EPIC) (OTCQB: MILFF) (FSE: IQ70) ("1CM" or the "Company") announces today the mailing of its management information circular for the annual and special meeting of 1CM shareholders ("Shareholders") to consider the previously announced plan of arrangement (the "Arrangement") with SNDL Inc. ("SNDL"), pursuant to which SNDL will acquire, with the option to assign, 32 cannabis retail stores operating under the Cost Cannabis and T Cannabis banners in Ontario, Alberta and Saskatchewan for total consideration of $32.2 million in cash, subject to certain adjustments at closing.

VOTING AT MEETING OF SHAREHOLDERS

1CM's annual and special meeting of Shareholders, at which Shareholders will, among other things, consider and, if deemed advisable, pass, with or without variation, a special resolution of the Shareholders to approve the Arrangement, will be held on June 16, 2025 in Toronto, Ontario (the "Meeting").

1CM is in the process of mailing its management information circular (the "Circular"), form of proxy or voting instruction form, as applicable, for the Meeting to Shareholders. These documents contain comprehensive information with respect to how registered and beneficial Shareholders may vote in advance of the Meeting. The management information circular is also available on SEDAR+ at www.sedarplus.ca and on its website at www.1CMinc.com. The record date for determining Shareholders eligible to vote at the Meeting was May 12, 2025.

The deadline for Shareholders to return their completed proxies or voting instruction forms is June 12, 2025, at 10:00 a.m. (Toronto time).

Each of the directors and senior officers of 1CM who hold shares have entered into voting support agreements pursuant to which they have committed to voting their shares, representing in the aggregate, approximately 12.9% of the issued and outstanding 1CM common shares, in favour of the Arrangement at the Meeting, in accordance with the terms thereof.

RECEIPT OF INTERIM COURT ORDER

1CM, today, also announced that on May 6, 2025, it was granted an interim order by the Ontario Superior Court of Justice (Commercial List) (the "Interim Order") regarding the Arrangement. The Interim Order authorizes 1CM to proceed with various matters, including the holding of the Meeting to consider and vote on the proposed Arrangement. Subject to the receipt of the requisite approval of the Shareholders and the final approval of the Arrangement by the Court, and subject to the satisfaction or waiver of the other conditions to completion of the Arrangement, the Arrangement is expected to close in the third quarter of 2025.

About 1CM Inc.

1CM Inc. is a retailer of cannabis and liquor in Canada with a track record of developing cash-flow positive locations. Following closing of the Arrangement, 1CM expects to continue to develop new cannabis and liquor retail locations through organic growth and by way of future merger and acquisition transactions. For more information, please visit www.1CMinc.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Certain information set forth in this news release may contain certain "forward-looking statements" within the meaning of applicable securities law ("forward-looking statements"), including, but not limited to, statements regarding the timing for the Meeting and closing of the Arrangement. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "likely", "outlook", "forecast", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Please the risk factors discussed in the Circular and in 1CM's annual and quarterly management's discussion and analysis, for a discussion of the material risk factors that could cause actual results to differ materially from the forward-looking information. 1CM is not under any obligation and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252836