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Fire & Flower Strengthens Balance Sheet – Announces Forced Conversion of Debentures – New Cannabis Ventures

February 11, 2020

EDMONTON,Feb. 11, 2020/CNW/ – Fire & Flower Holdings Corp. (“Fire & Flower” or the “Company”), today announced amendments to its 8.0% unsecured convertible debentures due onJuly 31, 2020(the “Debentures”).

Fire & Flower has forced the conversion of debentures to eliminate the interest payments associated with such debentures and the removal of these liabilities from the Company’s balance sheet further strengthens Fire & Flower’s financial position.

With the consent of the two holders of the Debentures, the provisions of the amended and restated debenture indenture datedFebruary 13, 2019, as supplemented, have been amended to provide for the forced conversion of the principal amount of Debentures by the Company at its sole discretion in the event the common shares of the Company (the “Common Shares”) have a closing trading price of not less than$0.70.

Concurrently with the amendments, the Company has delivered a notice to force the conversion of all remaining principal amount of Debentures and accrued and unpaid interest thereon. In connection with the conversion of the principal amount of Debentures, the Company expects to issue an aggregate of approximately 12,173,912 Common Shares, subject to adjustment to reflect the number of Common Shares issued in respect of the accrued and unpaid interest on the Debentures.

Fire & Flower is laser focused on its goals for 2020, including a strong balance sheet that positions the Company for growth in a challenging capital market for cannabis companies. The forced conversion of the Debentures removes this debt from the Company’s balance sheet and limits the ongoing interest payments associated with the Debentures.

Trevor Fencott, Fire & Flower’s Chief Executive Officer

About Fire & Flower

Fire & Flower is a leading purpose-built, independent adult-usecannabis 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 that owns or has interest in cannabis retail store licences in the provinces ofAlberta,Saskatchewan,ManitobaandOntarioand theYukonterritory.

Through its strategic investment with Alimentation Couche-Tard Inc. (ATD.A, ATD.B), the Company has set its sights on the global expansion as new cannabis markets emerge.

Original press release