Completion of the Acquisition Solidifies Fire & Flower’s National Leadership Position, Creating the Largest Footprint for a Canadian Cannabis Retailer
TORONTO, Dec. 2, 2020 /CNW/ – Fire & Flower Holdings Corp. (TSX: FAF) (OTCQX: FFLWF) (“FFHC”) and its wholly-owned subsidiary Fire & Flower Inc. (collectively, “Fire & Flower” or the “Company”) is pleased to announce the closing of the previously announced acquisition of all of the issued and outstanding shares of Friendly Stranger Holdings Corp. (“FSHC”) by Fire & Flower (the “Acquisition”).
FFHC now owns and operates, directly or indirectly, a total of 69 stores under four distinct retail banners, including 21 licensed stores in Ontario and an additional 9 stores in Ontario admitted to the queue for licensing, giving the Company the largest footprint in both Ontario and Canada.
Closing of the Acquisition was completed following receipt of all required third-party and regulatory approvals (including the conditional approval of the Toronto Stock Exchange and the Alcohol and Gaming Commission of Ontario (the “AGCO”)).
As consideration for the Acquisition, the Company issued to the shareholders of Friendly Stranger an aggregate of 31,297,342 common shares of FFHC (the “Consideration Shares”), subject to certain holdbacks set out in the share purchase agreement between the Company, FSHC and certain security holders of FSHC.
This deal rapidly expands our network in Canada’s largest market and provides us with increased scale that will help us achieve our goal of positive operating EBITDA. It brings the iconic Friendly Stranger, Happy Dayz and Hotbox banners into the Fire & Flower portfolio and provides us with additional tools for growth.
Trevor Fencott, Chief Executive Officer of Fire & Flower
“There is remarkable depth to this combined company,” shared James Jesty, President of Friendly Stranger. “This is an unparalleled opportunity to connect our legacy consumer base with the strength of a national player under Fire & Flower’s technology-enhanced retail model.”
FSHC holds, directly or indirectly, licences to operate 13 cannabis retail stores currently operating in the province of Ontario under the “Friendly Stranger”, “Hotbox” and “Happy Dayz” brands, including four in the key urban market of Toronto. The stores will continue to operate under the Friendly Stranger, HotBox and Happy Dayz brands.
Pursuant to the terms of the Acquisition, an aggregate of 4,854,369 Consideration Shares are being held in escrow and will, subject to certain conditions, be released to the former shareholders of Friendly Stranger.
Advisors
Stifel GMP is acting as financial advisor to Fire & Flower and Dentons Canada LLP is acting as its legal advisor. Broderick Capital is acting as financial advisor to Friendly Stranger and Chitiz Pathak LLP is acting as legal advisor.
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 HifyreTM digital platform and SparkTM program connect cannabis consumers with the latest cannabis products and deliver cutting edge insights into evolving consumer behaviours. 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 cannabis retail store licences in the provinces of Alberta, Saskatchewan, Manitoba and Ontario and the Yukon territory.
Through its strategic investment with Alimentation Couche-Tard Inc., the Company has set its sights on the global expansion as new cannabis markets emerge.
More information on Fire & Flower can be found at www.fireandflower.com.
About Friendly Stranger
A long-standing retail champion of cannabis culture and iconic brand, Friendly Stranger Holdings Corp. is dedicated to ongoing long-term contribution within the Canadian cannabis market through the launch of numerous retail locations across the country. With strategic investments, such as acquiring the other iconic cannabis culture brands Happy Dayz and Hotbox, FSHC has built a portfolio of brands that resonate with cannabis consumers.
