Fire & Flower

Canaccord Genuity Acts as Financial Advisor to the Special Committee of Fire & Flower on its Financing and Warrant Amendment Transaction with Alimentation Couche-Tard

Canaccord Genuity is pleased to announce that on October 18, 2022, its client, Fire & Flower Holdings Corp. (TSX: FAF) (OTCQX: FFLWF) ("Fire & Flower" or the "Company"), announced that it has entered into an amendment agreement ("Amendment Agreement") with respect to certain amendments ("Amendments") to the Series C common share purchase warrants of Fire & Flower ("Series C Warrants") issued to an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. ("ACT"). In connection with the Amendment Agreement, ACT and the Company have entered into: (a) a loan agreement ("Loan Agreement") in respect of an $11,000,000 principal amount loan to Fire & Flower ("Loan"); and (b) a subscription agreement ("Subscription Agreement") to purchase common shares of Fire & Flower ("Common Shares") for aggregate proceeds of approximately $5,000,000 ("Private Placement" and collectively with the Amendments, the "Warrant and Share Transaction").

Canaccord Genuity Corp. acted as financial advisor to the Special Committee of Fire & Flower and provided a fairness opinion to the Special Committee of Fire & Flower with respect to the Warrant and Share Transaction.

Fire & Flower is a cannabis consumer retail and technology platform with more than 90 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 best-in-class retailing while the Hifyre™ digital and analytics platform empowers retailers to optimize their connections with consumers.

ACT is a global leader in convenience and fuel retail, operating in 24 countries and territories, with almost 14,100 stores, of which approximately 10,700 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operators in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, as well as in Ireland.

The Canaccord Genuity team included Jamie Nagy, Steve Winokur, Mark Silvestre, Kevin Romano, Jonah Simpson, Andrew Harrison and Mit Patel from Investment Banking.