/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, Sept. 18, 2020 /CNW/ - 2707031 Ontario Inc.
("2707"), an indirect wholly-owned subsidiary of
Alimentation Couche-Tard Inc., announces that it has acquired
ownership and control over 13,146,469 common shares ("Fire &
Flower Shares") of Fire & Flower Holdings Corp. ("Fire
& Flower") upon the exercise of 13,146,469 series A common
share purchase warrants of Fire & Flower (the "Series A
Warrants"), representing approximately 7.40% of the issued and
outstanding Fire & Flower Shares.
Immediately prior to the exercise of 13,146,469 Series A
Warrants and the acquisition of the 13,146,469 Fire & Flower
Shares, 2707 held (i) 4,061,593 Fire & Flower Shares
(representing approximately 2.47% of the issued and outstanding
Fire & Flower Shares); (ii) $25,989,985.42 principal amount of 8% unsecured
convertible debentures of Fire & Flower ("2019
Debentures"); (iii) $2,475,000
principal amount of 8% secured convertible debentures of Fire &
Flower ("2020 Debentures" and, together with the 2019
Debentures, the "Debentures"); (iv) 34,158,027 Series A
Warrants; (v) 67,175,541 series B common share purchase warrants of
Fire & Flower (the "Series B Warrants"); and (vi)
133,390,789 series C common share purchase warrants of Fire &
Flower (the "Series C Warrants" and, together with the
Series A Warrants and the Series B Warrants, the
"Warrants"). In the event the principal amount of the
Debentures is converted in full (assuming a $0.90 conversion price for the 2019 Debentures)
and all of the 234,724,357 Warrants are fully exercised, 2707 would
have ownership and control over an aggregate of 272,613,711 Fire
& Flower Shares (including the 4,061,593 Fire & Flower
Shares referred to above). These combined holdings would represent
approximately 62.95% of the outstanding Fire & Flower Shares,
calculated on a partially diluted basis assuming the conversion in
full of the Debentures and the full exercise of the 234,724,357
Warrants held by 2707 only (approximately 52.98% on a fully diluted
basis).
Immediately after the exercise of 13,146,469 Series A Warrants
and the acquisition of the 13,146,469 Fire & Flower Shares,
2707 has ownership and control over (i) 17,208,062 Fire &
Flower Shares (representing approximately 9.68% of the issued and
outstanding Fire & Flower Shares); (ii) $25,989,985.42 principal amount of 2019
Debentures; (iii) $2,475,000
principal amount of 2020 Debentures; and (iv) the right to acquire
up to 221,577,888 Fire & Flower Shares through 221,577,888
Warrants. In the event the principal amount of the Debentures is
converted in full (assuming a $0.90
conversion price for the 2019 Debentures) and all of the
221,577,888 Warrants are fully exercised, 2707 would have ownership
and control over an aggregate of 272,613,711 Fire & Flower
Shares (including the 17,208,062 Fire & Flower Shares referred
to above). These combined holdings would represent approximately
62.95% of the outstanding Fire & Flower Shares, calculated on a
partially diluted basis assuming the conversion in full of the
principal amount of the Debentures and the full exercise of the
Warrants held by 2707 only (approximately 52.98% on a fully diluted
basis).
2707 acquired the 13,146,469 Fire & Flower
Shares for investment purposes only and not with a view to
materially affecting control of Fire & Flower. Depending upon
market conditions and other factors, 2707 may, from time to time,
acquire or dispose of additional securities of Fire & Flower,
in the open market, by private agreement or otherwise, or acquire
interests in or enter into related financial instruments involving
a security of Fire & Flower.
The head office address of Fire & Flower is 308 – 150
King Street West, Toronto, Ontario
M5H 1J9.
SOURCE Alimentation Couche-Tard Inc.