/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.