Fire & Flower Announces Issuance of Shares in Satisfaction of Debenture Interest Payment

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

EDMONTON, July 31, 2019 /CNW/ - Fire & Flower Holdings Corp.  ("Fire & Flower" or the "Company") (TSXV: FAF) today announced that in accordance with the terms of an amended and restated debenture indenture entered into between Fire & Flower Inc. ("FFI") and Computershare Trust Company of Canada ("CTCC") dated as of February 13, 2019, as supplemented by the supplemental amended and restated indenture between the Company, FFI and CTCC dated as of February 13, 2019 (collectively, the "Indenture"), the Corporation will issue an aggregate of 615,058 common shares in the capital of the Company (the "Common Shares") to holders of the Company's 8.0% unsecured convertible debentures (the "Debentures") in satisfaction of an aggregate of $793,424.66 interest payable to holders of the Debentures on July 31, 2019.

The issuance of the Common Shares in lieu of cash is subject to the terms and conditions of the Indenture as well as the receipt of all requisite approvals, including, without limitation, the approval of the TSX Venture Exchange.

Additional Information

Copies of the Indenture are available 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, Saskatchewan, Manitoba and the Yukon territory and is a consultant and licensor to Fire & Flower-branded retail locations in the province of Ontario.

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 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.

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