Fire & Flower announces $ 30 million secured debt facility with owner of Circle K Alimentation Couche-Tard



Funding Demonstrates Additional Alignment with Strategic Partner and Enables Execution of Consumer Digital Platform

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

TORONTO, December 13, 2021 / CNW / – Fire & Flower Holdings Corp. (“Fire flower“or the”Society“) (TSX: FAF) (OTCQX: FFLWF) announced today that it has entered into a loan agreement (the”Agreement“) with 2707031 Ontario Inc., an indirect wholly owned subsidiary of Alimentation Couche-Tard Inc. (collectively,”ACT“), under which ACT will lend to the Company a maximum total amount of $ 30,000,000 which can be drawn in three separate installments of $ 10,000,000 (the “To lend“). Subject to the terms of the Agreement, the Loan will bear interest at the rate of 8.0% per annum, payable quarterly, and will mature on October 1, 2022. The agreement provides for the early repayment of amounts withdrawn from the net proceeds received by Fire & Flower upon exercise of the Series B warrants held by ACT which become exercisable by ACT as of January 1, 2022 up to September 30, 2022. The Company intends to use the amounts drawn under the Loan to further develop the consumer digital platform as well as for general corporate purposes. The Loan is secured by the assets of the Company.

Logo of Fire & Flower Holdings Corp. (CNW Group / Fire & Flower Holdings Corp.)

“Access to $ 30 million of non-dilutive debt financing is a strong demonstration of the support of our partner, Alimentation Couche-Tard. It also serves as a point of proof of our alignment towards the future of cannabis retail. Through their leadership, network and expertise, we accelerate the dynamics of the retail shopping experience and create a consumer-centric marketplace that leverages technology and data-driven insights to deliver a personalized collection. products to consumers and reach them wherever they are, “mentioned Trevor Fencott, Managing Director of Fire & Flower. “As we move forward in our development, we are excited to continue to build on this relationship and further expand our co-located store program to provide the most convenient shopping experience for our customers. “

ACT owns more than 10% of the outstanding voting securities of the Company. As such, entering into the Agreement constitutes a related party transaction under Multilateral Instrument 61-101-Protection of holders of minority securities in special transactions (“MI 61-101“). The Company relied on the exemption from the formal valuation requirement of MI 61-101 contained in section 5.5 (a) of MI 61-101 with respect to the Agreement as the fair market value (as determined under MI 61-101) of the loan exceeded 25% of the market capitalization of the Company as determined under NI 61-101. minority shareholder approval requirements of NI 61-101 contained in section 5.7 (1) (f) of MI 61-101 with respect to the Agreement given that the Loan was obtained by the Company at reasonable conditions which are not less advantageous for the Company than if the Loan was obtained from an arm’s length party and the Loan is not convertible or repayable by the issue of shares or securities with Voting rights of the Company Further details will be included in a material change report to be filed by the Company. he material change report will not be filed more than 21 days prior to the conclusion of the Agreement due to the timing of the Loan announcement and the early closing of the Loan occurring in less than 21 days.

About Fire and Flower

Fire & Flower is a leading, technology-driven, adult-oriented cannabis retailer with over 100 company-owned stores in its network. The Company relies on its wholly owned technology development subsidiary, Hifyre Inc., to continuously advance its proprietary model of retail operations while providing additional independent revenue streams at high margin. Fire & Flower guides consumers through the complex world of cannabis with industry-leading education-focused retail while the HifyreMT The digital retail and analytics platform enables retailers to optimize their relationships with consumers. The company’s management team combines extensive experience in the tech, cannabis and retail industries.

Thanks to the strategic investment of Alimentation Couche-Tard (owner of Circle K convenience stores), the Company aims for global expansion as new cannabis markets emerge and is ready to develop in United States when permitted by its strategic licensing agreement with Fire & Flower US Holdings in the event of certain changes in the regulatory regime for cannabis.

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 of the issued and outstanding shares of Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers who own and operate cannabis retail stores in the provinces of Alberta, Saskatchewan, Manitoba, British Columbia and Ontario, and the yukonese territory.

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

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This press 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” , “Continue”, “in progress”, “estimate”, “prospect”, “expect”, “project” and similar words, including their negative aspects, suggesting future results or that certain events or conditions ” could ”or“ would occur ”. These statements are only predictions. The forward-looking statements contained in this press release include, without limitation, the use of loan proceeds.

Forward-looking statements are based on the opinions and estimates of the management of Fire & Flower as of the date the statements are made based on information then available to Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set forth in forward-looking statements, including market conditions and the business of the Company. 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 result in a material difference between performance and actual results. of Fire & Flower compared to the projections. future performance or results expressed or implied by these forward-looking statements. These factors include, but are not limited to: regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in the securities markets; the impact of the COVID-19 pandemic; the Company’s ability to successfully achieve its business objectives; and political and social uncertainties.

No assurance can be given that the expectations reflected in the forward-looking statements will prove to be correct. Although the forward-looking statements contained in this press release are based on what the 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 these. forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or expected. Readers should not place undue reliance on the forward-looking statements and information contained in this press release. Additional information regarding the risks and uncertainties associated with the Company’s activities is contained under the heading “Risk Factors” in the Company’s annual information form dated April 30, 2021 and the “Risks and uncertainties” section in the management report for the quarter ended. July 31, 2021 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 contained or referenced therein, except in accordance with securities laws. applicable.

No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained in this document.

SOURCE Fire & Flower Holdings Corp.

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