/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO UNITED STATES WIRE
SERVICES/
Exercise of warrants brings Circle K owner, Alimentation
Couche-Tard to 22.35% ownership of Fire & Flower
EDMONTON, AB, June 23, 2021 /CNW/ - Fire & Flower
Holdings Corp. ("Fire & Flower" or the
"Company") (TSX: FAF) (OTCQX: FFLWF), today announced that
2707031 Ontario Inc. ("2707", a wholly-owned indirect
subsidiary of Alimentation Couche-Tard Inc. (collectively
"ACT"), the owners of Circle K, has delivered in escrow its
exercise notice (the "Exercise Notice") and gross proceeds
of $9,770,374.47 to exercise warrants
(the "A-3 Warrants") to acquire 10,505,779 common shares of
Fire & Flower (the "Shares") at an exercise price of
$0.93 per common share pursuant to
the terms of an Amended and Restated Warrant Certificate dated
September 16, 2020.
ACT, together with 2707, currently owns 66,328,421 common shares
of Fire & Flower representing approximately 19.9% of its issued
and outstanding shares. Issuance of the Shares will increase ACT's
collective ownership of common shares of Fire & Flower by
approximately 2.45%.
Fire & Flower and 2707 have agreed to terms of escrow that
the proceeds be released to Fire & Flower and the Shares issued
to 2707 within two (2) business days of expiry or termination of
the applicable waiting period under the Competition Act or,
alternatively, receipt of an advance ruling certificate or no
action letter from the Commissioner of Competition ("Competition
Act Clearance"). The parties are working to obtain Competition
Act Clearance as soon as possible and, in any event, prior to
September 1, 2021.
In addition to the A-3 Warrants, 2707 holds $2,674,906 principal amount of 8.0% convertible
debentures, and share purchase warrants which, together with
certain participation and top-up rights pursuant to an Amended and
Restated Investor Rights Agreement dated September 16, 2020 which, if exercised in full,
would entitle ACT to aggregate direct and indirect ownership of
50.1% of the issued and outstanding common shares of Fire &
Flower on a fully diluted basis.
"Alimentation Couche-Tard has been a strategic partner of Fire
& Flower for almost two years and has been key in supporting
the expansion of our data-driven retail network and improving our
financial position through their continued investment. The exercise
of these warrants speaks to the continued growth of our partnership
and 2707's strong support of Fire and Flower's technology-driven
retail strategy to drive ongoing financial and operational growth.
With our strengthened balance sheet, we are strategically
positioned to expand across Canada
and in the U.S. as we continue to build out our omni-channel retail
portfolio," said Trevor Fencott,
Chief Executive Officer of Fire & Flower.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use
cannabis retailer with more than 85 corporate-owned stores in its
network. The Company leverages its wholly-owned technology
development subsidiary, Hifyre Inc., 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, 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 American Acres Managers 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
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: final 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 30, 2021 and the heading "Risks
and Uncertainties" in the management discussion and analysis
for quarter ended May 1, 2021
filed on its issuer profile on SEDAR
at www.sedar.com. The forward-looking statements
contained in this new release are made as of the date of this news
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.