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SUBSIDIARY OF ALIMENTATION COUCHE-TARD INC. TO EXERCISE WARRANTS OF FIRE & FLOWER HOLDINGS CORP.

·3 min read

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, April 20, 2022 /CNW Telbec/ - 2707031 Ontario Inc. ("2707"), an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. ("ACT"), announces that it has made a formal indication to Fire & Flower Holdings Corp. ("Fire & Flower") of its intention to exercise 8,288,067 series B common share purchase warrants of Fire & Flower (the "Series B Warrants") and acquire ownership and control over 8,288,067 common shares of Fire & Flower ("Fire & Flower Shares"), representing approximately 18.29% of the issued and outstanding Fire & Flower Shares, on such date that is two trading days following the release of Fire & Flower's financial statements for the year ended January 29, 2022 (the "Intended Transaction").

Immediately prior to the Intended Transaction, 2707 will have ownership and control over (i) 7,711,196 Fire & Flower Shares (representing approximately 20.83% of the issued and outstanding Fire & Flower Shares); (ii) $2,407,415.15 principal amount of 8% unsecured convertible debentures of Fire & Flower (the "2019 Debentures"); (iii) 8,288,067 Series B Warrants; and (iv) 17,796,284 series C common share purchase warrants of Fire & Flower (the "Series C Warrants" and, together with the Series B Warrants, the "Warrants"). In the event the principal amount of the 2019 Debentures is converted in full and all of the 26,084,531 Warrants are fully exercised, 2707 would have ownership and control over an aggregate of 34,063,037 Fire & Flower Shares (including the 7,711,196 Fire & Flower Shares referred to above). These combined holdings would represent approximately 53.75% of the outstanding Fire & Flower Shares, calculated on a partially diluted basis assuming the conversion in full of the principal amount of the 2019 Debentures and the full exercise of the 26,084,531 Warrants held by 2707 only (approximately 48.87% on a fully diluted basis).

Immediately after the Intended Transaction, 2707 will have ownership and control over (i) 15,999,263 Fire & Flower Shares (representing approximately 35.32% of the issued and outstanding Fire & Flower Shares); (ii) $2,407,415.15 principal amount of 2019 Debentures; and (iii) the right to acquire up to 17,796,284 Fire & Flower Shares through 17,796,284 Series C Warrants. In the event the principal amount of the 2019 Debentures is converted in full and all of the 17,796,284 Series C Warrants are fully exercised, 2707 would have ownership and control over an aggregate of 34,063,037 Fire & Flower Shares (including the 15,999,263 Fire & Flower Shares referred to above). These combined holdings would represent approximately 53.75% of the outstanding Fire & Flower Shares, calculated on a partially diluted basis assuming the conversion in full of the principal amount of the 2019 Debentures and the full exercise of the 17,796,284 Series C Warrants held by 2707 only (approximately 48.87% on a fully diluted basis).

2707 intends to acquire the 8,288,067 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 or ACT 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 2707031 Ontario Inc.

Cision
Cision

View original content: http://www.newswire.ca/en/releases/archive/April2022/20/c3802.html