Fire & Flower Obtains Shareholder Approval of Strategic Investment by Alimentation Couche-Tard

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

EDMONTON, July 29, 2019 /CNW/ - Fire & Flower Holdings Corp.  ("Fire & Flower" or the "Company") (TSXV: FAF) today announced that shareholders representing more than 50% of the issued and outstanding common shares of the Company (the "Shares") have delivered written consents approving the proposed transaction (the "Transaction") contemplated by the subscription agreement (the "Subscription Agreement") entered into by the Company on July 23, 2019, with an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. (the "Investor") (TSX: ATD.A; ATD.B).

Pursuant to the terms of the Subscription Agreement and upon completion of the Transaction, the Investor will have the right to acquire up to 50.1% of the Shares (on a pro-forma fully-diluted basis) as further described in the Company's press release dated July 24, 2019.  The Company is relying on an exemption in the Toronto Stock Exchange Company Manual which permits the Company to obtain shareholder approval for the Transaction by way of a written consent instrument executed by the holders of more than 50% of the issued and outstanding Shares.

The Transaction is expected to close and the Shares are expected to commence trading on the Toronto Stock Exchange on or about August 7, 2019, subject to the satisfaction or waiver of customary conditions.

Additional Information

Copies of the Subscription Agreement and the agreements attached thereto as exhibits, will be filed on the Company's profile on SEDAR at www.sedar.com in accordance with applicable securities laws.

About Fire & Flower

Fire & Flower is a leading purpose-built, independent adult-use cannabis retailer poised to capture significant Canadian market share. The Company guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre™ digital platform connects consumers with cannabis products. The Company's leadership team combines extensive experience in the cannabis industry with strong capabilities in retail operations.

Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc., a licensed cannabis retailer in the provinces of Alberta and Saskatchewan and is a consultant and licensor to Fire & Flower-branded retail locations in the province of Ontario.

About Alimentation Couche-Tard Inc.

Couche-Tard is the leader in the Canadian convenience store industry. In the United States, it is the largest independent convenience store operator in terms of the number of company-operated stores. In Europe, Couche-Tard is a leader in convenience store and road transportation fuel retail in the Scandinavian countries (Norway, Sweden and Denmark), in the Baltic countries (Estonia, Latvia and Lithuania), as well as in Ireland, and has an important presence in Poland.

In addition, under licensing agreements, more than 2,100 stores are operated under the Circle K banner in 14 other countries and territories (Cambodia, China, Costa Rica, Egypt, Guam, Honduras, Hong Kong, Indonesia, Macau, Mexico, Mongolia, Saudi Arabia, the United Arab Emirates and Vietnam), which brings the worldwide total network to more than 16,000 stores. https://corpo.couche tard.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 news release include, but are not limited to, statements regarding the closing of the Transaction.

Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made based on information then available to the Company.  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 risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements.  Applicable risks and uncertainties include, but are not limited to, regulatory risks, changes in laws, market risks, concentration risks, operating history, competition and the other risks identified under the headings "Risk Factors" in the Company's Filing Statement dated February 6, 2019 and "Risks and Uncertainties" in the Company's management discussion and analysis for the thirteen weeks ended May 4, 2019, each as filed on SEDAR at www.sedar.com. Investors are cautioned not to put undue reliance on forward-looking statements. No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct.  

The Company assumes no obligation to publicly update or revise forward-looking statements to reflect new information, future events or otherwise, except as expressly required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Fire & Flower Holdings Corp.

For further information: Investor Relations, Chris Bolivar, [email protected], 1-833-680-4948; Media Relations: Nathan Mison, [email protected], 780-784-8859