Fire & Flower Announces Series B Warranty Exercise by Circle K Alimentation Couche-Tard Owner

/NOT FOR DISCLOSURE IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S WIRE SERVICES/

The train of the warrant by one of many largest comfort retailers on the planet raises the shareholding to greater than 35%

TORONTO, April 29, 2022 /CNW/ – Hearth & Flower Holdings Corp. (“hearth & flower” or the “Firm“) (TSX: FAF) (OTCQX: FFLWF), a number one hashish client expertise and retail platform, right this moment introduced that, following a discover of intent to train delivered on April 20, 20222707031 Ontario Inc., an oblique wholly owned subsidiary of Alimentation Couche-Tard Inc. (collectively “ACT“), exercised warrants (the “Collection B warranties“) efficient April 28, 2022to accumulate 8,288,067 frequent shares of Hearth & Flower (the “Shares“) in accordance with the phrases of an Amended and Reworded Second Guarantee Certificates dated January 18, 2022 (The “Collection B Guarantee Certificates“).

Fogo & Flower Logo (CNW Group/Fire & Flower Holdings Corp.)

Hearth & Flower Emblem (CNW Group/Hearth & Flower Holdings Corp.)

The Firm obtained gross revenues from $37,794,556 (The “Income“) of the train of the Collection B Warrants, comprising (a) 6,717,554 Collection B Warrants exercised on the worth of $4.5103representing the 20-day volume-weighted common worth of the Firm’s frequent shares and (b) 1,580,513 Collection B Warrants exercised on the worth of $4.7732in every case, in accordance with the phrases of the Collection B Guarantee Certificates.

As per the phrases of the dated mortgage settlement December 13, 2021 between the Firm and ACT (the “mortgage settlement“), a portion of the Proceeds was used to repay all quantities owed to ACT below the Mortgage Settlement. There aren’t any additional quantities owed below the Mortgage Settlement. The remaining Proceeds from the Collection B Bonus train will likely be used. for common social functions, working capital wants and to finance different strategic initiatives of the Firm.

“We’re excited to additional strengthen our relationship with Alimentation Couche-Tard, whose unwavering assist has allowed Hearth & Flower to execute our technology-focused differentiation technique and in the end obtain our imaginative and prescient of Delivering Hashish to the World,” famous Trevor FencottCEO of Hearth & Flower.

Following the train of the Collection B Warrants, ACT’s curiosity in Hearth & Flower frequent inventory elevated from roughly 14.48% to roughly 35.32%. ACT additionally holds $2,407,415 principal quantity of 8.0% of convertible debentures and 17,796,284 share subscription warrants (the “C Collection Warranties“). Collection C Bonuses are exercisable between October 1, 2022 and June 30, 2023 at an train worth equal to the lesser of (A) $30.00; and (B) 125% of the 20-day VWAP of Hearth & Flower’s frequent shares within the final buying and selling session previous to the train date of the Collection C Warrants. 4,457,206 of the Collection C Warrants, which had been issued as a result of train of recharge by ACT, are additionally topic to a minimal train worth of $4.7732. The Firm has additionally granted ACT sure participation and add-on rights pursuant to an Amended and Reworded Investor Rights Settlement dated September 16, 2020 to obtain further Hearth & Flower securities which, if exercised, give ACT a minimal combination direct and oblique possession of fifty.1% of the issued and excellent frequent shares of Hearth & Flower on a completely diluted foundation.

About Hearth and Flower

Hearth & Flower is a number one tech-driven grownup hashish retailer with over 100 corporate-owned shops throughout its community. The corporate leverages its wholly-owned expertise growth subsidiary, Hifyre, to repeatedly advance its proprietary retail operations mannequin whereas offering high-margin unbiased income streams. Hearth & Flower guides shoppers via the advanced world of hashish via best-in-class, education-focused retail, whereas the digital retail and analytics platform Hifyre empowers retailers to optimize their connections with shoppers. The corporate’s management crew combines in depth expertise within the expertise, logistics, hashish and retail sectors.

By way of the strategic funding of Alimentation Couche-Tard Inc. (proprietor of Circle Ok comfort shops), the corporate is eyeing international growth as new hashish markets emerge and is able to broaden to america when permitted via its strategic licensing settlement with Hearth & Flower US Holdings upon sure adjustments to the hashish regulatory regime.

Hearth & Flower is a multi-banner hashish retail operator that owns and operates the Hearth & Flower, Pleasant Stranger, Blissful Dayz and Hotbox manufacturers. Hearth & Flower Holdings Corp. owns all the issued and excellent shares in Hearth & Flower Inc. and Pleasant Stranger Holdings Corp., licensed hashish retailers that personal and function retail hashish shops within the provinces of british columbia, Alberta, Saskatchewan, manitoba, ontarioand the Yukon territory.

To study extra about Hearth & Flower, go to www.fireandflower.com.

About Couche-Tard Inc.

Couche-Tard is a world chief in comfort and gasoline retail, working in 26 nations and territories, with greater than 14,100 shops, of which roughly 10,800 provide gasoline for highway transport. With its well-known Couche-Tard and Circle Ok banners, it is among the largest unbiased comfort retailer operators in america and is a pacesetter within the comfort retailer and trucking gasoline retail business in Canada, Scandinavia, the Baltics, in addition to in Eire. It additionally has an necessary presence in Poland and the Hong Kong SAR. Roughly 124,000 persons are employed throughout its community.

For extra details about Alimentation Couche-Tard Inc. or to seek the advice of its quarterly Consolidated Monetary Statements and Administration Dialogue and Evaluation, go to: https://corpo.couche‑tard.com.

DECLARATION OF CAUTION REGARDING FORWARD-LOOKING INFORMATION

This press launch comprises sure forward-looking info inside the which means of relevant Canadian securities legal guidelines (“forward-looking statements”). All statements that aren’t statements of present or historic truth are forward-looking statements. Ahead-looking statements are sometimes, however not at all times, recognized by way of phrases reminiscent of “anticipate”, “obtain”, “might”, “imagine”, “plan”, “intend”, “goal”, “persevering with”, “in progress”, “estimate”, “outlook”, “anticipate”, “mission” and related phrases, together with negatives, suggesting future outcomes or that sure occasions or circumstances “might” or “will” happen. These statements are forecasts solely.

Ahead-looking statements are based mostly on the opinions and estimates of Hearth & Flower’s administration as of the date the statements are made based mostly on info then accessible to Hearth & Flower. Varied elements and assumptions are utilized in drawing conclusions or making the predictions or projections set forth within the forward-looking statements. Ahead-looking statements are topic to and contain a variety of recognized and unknown variables, dangers and uncertainties, a lot of that are past Hearth & Flower’s management, which might trigger Hearth & Flower’s precise efficiency and outcomes to vary materially from these any projections of future efficiency or outcomes expressed or implied by such forward-looking statements. Such elements, amongst different issues, embrace: regulatory and different approvals or consents; fluctuations basically macroeconomic circumstances; fluctuations within the securities markets; the impression of the COVID-19 pandemic; the Firm’s capacity to efficiently obtain its enterprise targets and political and social uncertainties.

No assurance might be provided that the expectations mirrored within the forward-looking statements will likely be appropriate. Whereas the forward-looking statements contained on this press launch are based mostly on what Firm administration believes, or believed on the time, to be affordable assumptions, the Firm can not guarantee shareholders that precise outcomes will likely be per such forward-looking statements, as there could also be different elements that trigger the outcomes to not be these predicted, estimated or supposed. Readers shouldn’t place undue reliance on the forward-looking statements and data contained on this press launch. Extra details about dangers and uncertainties referring to the Firm’s enterprise is contained below the heading “Threat Elements” within the Firm’s dated annual info kind. April 26, 2022 filed in your issuer profile on SEDAR at www.sedar.com . The forward-looking statements contained on this press launch are made as of the date of this press launch, and the Firm doesn’t undertake to replace any forward-looking statements contained in or referenced herein, besides in accordance with relevant securities legal guidelines.

No inventory trade, securities fee or different regulatory authority has authorized or disapproved of the data contained herein.

SOURCE Hearth & Flower Holdings Corp.

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