Financing demonstrates further alignment with
strategic partner and enables execution of the consumer digital
platform
/NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES/
TORONTO, Dec. 13, 2021 /CNW/ - Fire & Flower Holdings
Corp. ("Fire & Flower" or the "Company") (TSX:
FAF) (OTCQX: FFLWF) today announced it has entered into a loan
agreement (the "Agreement") with 2707031 Ontario Inc., an
indirectly wholly-owned subsidiary of Alimentation Couche-Tard Inc.
(collectively, "ACT"), pursuant to which ACT shall loan to
the Company a maximum aggregate amount of $30,000,000 which may be drawn down in three
separate tranches of $10,000,000 (the
"Loan"). Subject to the terms of the Agreement, the Loan
will accrue interest at a rate of 8.0% per annum, payable
quarterly, and matures on October 1,
2022. The Agreement contemplates prepayment of amounts drawn
from the net proceeds received by Fire & Flower upon the
exercise of Series B Warrants held by ACT which become exercisable
by ACT as of January 1, 2022 until
September 30, 2022. The Company
intends to use the amounts drawn down 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.
![Fire & Flower Holdings Corp. Logo (CNW Group/Fire & Flower Holdings Corp.) Fire & Flower Holdings Corp. Logo (CNW Group/Fire & Flower Holdings Corp.)](https://mma.prnewswire.com/media/1708008/Fire___Flower_Holdings_Corp__Fire___Flower_Announces__30_Million.jpg)
"Access to $30 million of
non-dilutive debt financing is a strong show of support from our
partner, Alimentation Couche-Tard. It also serves as a
proof point on our alignment towards the future of cannabis
retail. Through their leadership, network and expertise, we are
accelerating the dynamics of the retail shopping experience and
creating a consumer-centric marketplace that leverages technology
and data-driven insights to deliver a personalised collection of
products to consumers and reaches them wherever they are at," said
Trevor Fencott, Chief Executive
Officer of Fire & Flower. "As we move forward in our
development, we are excited to continue to leverage this
relationship and further expand our co-located store program to
deliver the most convenient shopping experience to our
customers."
ACT holds greater than 10% of the outstanding voting securities
of the Company. As such the entering into the Agreement constitutes
a related-party transaction under Multilateral Instrument
61-101-Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company has relied on
the exemption from the formal valuation requirement of MI 61-101
contained in section 5.5(a) of MI 61- 101 in respect of the
Agreement as the fair market value (as determined under MI 61-101)
of the Loan exceeded 25% of the Company's market capitalization as
determined under MI 61-101. The Company has also relied on the
exemption from the minority shareholder approval requirements of MI
61-101 contained in section 5.7(1)(f) of MI 61-101 in respect of
the Agreement as the Loan was obtained by the Company on reasonable
terms that are no less advantageous to the Company than if the Loan
was obtained from an arm's length party and the Loan is not
convertible into or repayable by the issuance of equity or voting
securities of the Company. Further details will be
included in a material change report to be filed
by the Company. The material change report will not be filed more
than 21 days prior to the entering into the Agreement due to the
timing of the announcement of the Loan and the anticipated closing
thereof occurring in less than 21 days.
About Fire & Flower
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 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
HifyreTM 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
(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
Alberta, Saskatchewan, Manitoba, British
Columbia and 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
in this press release include, but are not limited to, the use of
proceeds of the Loan.
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, 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 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 30, 2021 and the heading "Risks
and Uncertainties" in the management discussion and analysis 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 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.