FAF Fire and Flower Holdings Corporation

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES/

Warrant exercise by one of the world's largest convenience retailers brings ownership stake to more than 35%

TORONTO, April 29, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading cannabis consumer retail and technology platform announced today that, further to a notice of intent to exercise delivered on April 20, 2022, 2707031 Ontario Inc., an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. (collectively "ACT"), has exercised warrants (the "Series B Warrants") effective April 28, 2022, to acquire 8,288,067 common shares of Fire & Flower (the "Shares") pursuant to the terms of a Second Amended and Restated Warrant Certificate dated January 18, 2022 (the "Series B Warrant Certificate") . 

The Company received gross proceeds of $37,794,556 (the "Proceeds") from the exercise of the Series B Warrants, comprising (a) 6,717,554 Series B Warrants exercised at a price of $4.5103, representing the 20-day volume-weighted average price of the common shares of the Company and (b) 1,580,513 Series B Warrants exercised at a price of $4.7732, in each case, in accordance with the terms of the Series B Warrant Certificate.

Pursuant to the terms of the loan agreement dated December 13, 2021 between the Company and ACT (the "Loan Agreement"), a portion of the Proceeds was used to repay all amounts owing to ACT pursuant to the Loan Agreement. There are no further amounts owing under the Loan Agreement. The remaining Proceeds from the exercise of the Series B Warrants will be used for general corporate purposes, working capital needs and to fund further strategic initiatives of the Company.

"We are excited to further strengthen our relationship with Alimentation Couche-Tard, whose unwavering support has enabled Fire & Flower to execute on our technology-focused differentiation strategy and to ultimately achieve our vision to Deliver Cannabis to the World," remarked Trevor Fencott, Chief Executive Officer of Fire & Flower.

Following the exercise of the Series B Warrants, ACT's ownership of common shares of Fire & Flower increased by approximately 14.48% to approximately 35.32%. ACT also holds $2,407,415 principal amount of 8.0% convertible debentures and 17,796,284 share purchase warrants (the "Series C Warrants"). The Series C Warrants are exercisable between October 1, 2022 and June 30, 2023 at an exercise price equal to the lesser of (A) $30.00; and (B) 125% of the 20-day VWAP of the Fire & Flower common shares on the last trading day prior to the date on which the Series C Warrants are exercised. 4,457,206 of the Series C Warrants, which were issued pursuant to the exercise of top-up rights by ACT, are also subject to a minimum exercise price of $4.7732.  The Company has also granted to ACT certain participation and top-up rights pursuant to an Amended and Restated Investor Rights Agreement dated September 16, 2020 to receive additional securities of Fire & Flower which, if exercised, entitle ACT to a minimum aggregate direct and indirect ownership of 50.1% of the issued and outstanding common shares of Fire & Flower on a fully diluted basis. 

Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, logistics, cannabis and retail industries.

Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.

Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and the Yukon territory.

To learn more about Fire & Flower, visit www.fireandflower.com.

Couche-Tard is a global leader in convenience and fuel retail, operating in 26 countries and territories, with more than 14,100 stores, of which approximately 10,800 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operator in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, as well as in Ireland. It also has an important presence in Poland and Hong Kong SAR. Approximately 124,000 people are employed throughout its network.

For more information on Alimentation Couche-Tard Inc. or to consult its quarterly Consolidated Financial Statements and Management Discussion and Analysis, please visit: https://corpo.couche‑tard.com.

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.

Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to the Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the ability of the Company to successfully achieve its business objectives and political and social uncertainties.

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated April 26, 2022 filed on its issuer profile on SEDAR at www.sedar.com . The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE Fire & Flower Holdings Corp.