Fire & Flower Enters Into Definitive Agreements to Acquire 8 Additional Cannabis Retail Store Locations in Alberta

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

EDMONTON, Sept. 4, 2019 /CNW/ - Fire & Flower Holdings Corp. ("FFHC") FAF today announced that its wholly-owned subsidiary, Fire & Flower Inc. ("Fire & Flower" or the "Company") has entered into asset purchase agreements with wholly-owned subsidiaries of Cannabis Cowboy Inc. (the "Vendor") in relation to the acquisition by Fire & Flower of eight proposed cannabis retail stores (the "Acquired Locations") under development in the province of Alberta at the following locations:

• #1114 – 1108 4^th Street SW, Calgary, Alberta;
• #112 and #116 Sage Hill Valley Common NW, Calgary, Alberta;
• #212, 11245 Valley Ridge Drive NW, Calgary, Alberta;
• #120, 6802 50 Avenue, Red Deer, Alberta;
• #201, 191 Edwards Way NW, Airdrie, Alberta;
• #401 and #403, 235 Milligan Drive, Okotoks, Alberta;
• #3, 40 Hewlett Park Landing, Sylvan Lake, Alberta; and
• #6, 5221 46 Street, Olds, Alberta.

(the "Acquisition").

"This acquisition will increase Fire & Flower's retail footprint across the province of Alberta, including three additional high-traffic locations in the major urban market of Calgary," shared Trevor Fencott, Chief Executive Officer of Fire & Flower. "Adding these additional retail locations is a demonstration of our Company continuing to execute on our growth strategy in key markets."

The Acquired Locations are at various stages of development, including two fully built stores and a third requiring minimal construction to be completed prior to licensing. Following closing of the Acquisition, Fire & Flower will complete all construction and licensing requirements to obtain cannabis retail store licences for each location. 

All Acquired Locations, other than the Okotoks location, have received municipal development permits for a cannabis retail sales use. The Okotoks location is expected to receive a municipal development permit shortly following closing. 

Upon closing of the Acquisition, the Vendor will receive aggregate purchase price of $5,650,000 consisting of $4,520,000 in cash and 826,930 common shares of FFHC (the "FFHC Shares"). Closing of the Acquisition is subject to customary closing conditions, including receipt of required third party consents and TSX approval of the issuance of the FFHC Shares. 

Fire & Flower looks forward to welcoming members of these communities into our stores and will announce the opening dates and times of these stores at its earliest opportunity.

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^TM 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 that owns or has interests in cannabis retail store licences in the provinces of Alberta, Saskatchewan, Manitoba and Ontario and the Yukon territory.

Through the strategic investment of Alimentation Couche-Tard (ATD.A, ATD.B), the Company has set its sights on the global expansion as new cannabis markets emerge.

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 FFHC at the date the statements are made based on information then available to FFHC.  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 FFHC, which may cause FFHC'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, risks that the transactions contemplated may be delayed in closing or may not close, regulatory risks relating to issuance, renewal, extension or transfer of cannabis retail store licences and/or municipal development permits, risks relating to obtaining required third party consents, risks relating to the cost and timing of construction, changes in laws, market risks, concentration risks, operating history, competition and the other risks identified under the headings "Risk Factors" in FFHC's Annual Information Circular dated July 29, 2019 and "Risks and Uncertainties" in FFHC'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.

FFHC 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.

SOURCE Fire & Flower Holdings Corp.

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