Fire & Flower Secures Agreement to Acquire Cannabis Store License of Regina, Saskatchewan and Enter Into Exclusive Supply Agreement

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

EDMONTON, July 22, 2019 /CNW/ - Fire & Flower Holdings Corp. ("FFHC") (TSXV: FAF) today announced that its wholly-owned subsidiary, Fire & Flower Inc. ("Fire & Flower" or the "Company") has entered into a binding agreement to acquire all of the issued and outstanding shares (the "Acquisition") of 102056025 Saskatchewan Ltd. (the "Acquired Company") from Mera Cannabis Corp., formerly known as Avana Canada Inc. ( the "Vendor" or "Mera"), immediately following completion of its development of and receipt of all licences and permits required to operate a cannabis retail store in Regina, Saskatchewan. 

The Acquired Company was selected by the Saskatchewan Liquor and Gaming Authority ("SLGA") in its 2018 province-wide lottery to operate a cannabis retail store in Regina. Fire & Flower's store development team will assist the Acquired Company in designing and building the store in accordance with regulatory standards and Fire & Flower's best-in-class retail experience. The Company will pay a purchase price of $1,500,000 in cash and issue 2,268,191 common shares of FFHC.  The Acquisition is subject to receipt of all licences and permits required to operate a cannabis retail store, including approval by the SLGA. 

Upon closing of the Acquisition, Fire & Flower and its affiliate, Open Fields Distribution, have agreed to enter into a supply agreement with Mera (the "Supply Agreement") pursuant to which Open Fields Distribution will be the exclusive distributor of Mera's adult-use cannabis products in the province of Saskatchewan and Fire & Flower will purchase Mera's adult-use cannabis products for re-sale at its retail locations, in provinces where this is permitted. The Supply Agreement will be entered into upon closing of the Acquisition and will commence once Mera has received the required licensing and approvals from both Health Canada and the SLGA.

"The Acquisition of the Regina cannabis retail store licence signifies Fire & Flower's entry into a major urban market in Saskatchewan and strengthens our position within the province," shared Trevor Fencott, Fire & Flower's Chief Executive Officer. "The exclusive supply agreement with Mera will further enable Fire & Flower retail stores to maintain consistent, high-quality cannabis product supply while maintaining higher margins than retailers who do not have exclusive supply agreements. We look forward to continuing to build our footprint in communities within the province of Saskatchewan."

"Fire & Flower has emerged as one of Canada's leading cannabis retail brands and the company is well suited to bring its data-driven retail experience to the major urban market of Regina," shared Zubin Jasavala, Chief Executive Officer of Mera. "Our agreement with Open Fields Distribution adds significant bench strength to our adult-use distribution strategy with key retailers in Canada."

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 Mera Cannabis Corp.

Mera is focused on producing consumer-driven, high-value cannabis products at its EU GMP-built cultivation and processing facility in St Thomas, Ontario. It has two additional facilities currently under Health Canada licensing review in St. Thomas (processing) and Kingsville, Ontario (up to 1.2M sq. ft. of greenhouse cultivation), where the Company's efforts are focused on medical cannabis product innovation. Additionally, Mera's family of cannabis brands and businesses include CannaWay Clinic, a national network of clinics specializing in cannabis treatment programs, and Garden Variety, a chain of cannabis retail stores in Manitoba operated through a joint-venture partnership.  Mera has also signed a letter of intent with the Maltese economic development agency, Malta Enterprise, to initiate the development of a medical cannabis production facility in Malta as a primary entry point into European medical cannabis markets. For more information about Mera, please visit meracannabis.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 Acquisition, the entering into of the Supply Agreement and the receipt of certain licensing and approvals from both Health Canada and the SLGA.

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.

Investor Relations, Chris Bolivar, Vice President, Brand and Marketing, Fire & Flower Inc., [email protected], 1-833-680-4948; Media Relations, Nathan Mison, Vice President, Government and Stakeholder Relations, Fire & Flower Inc., [email protected], 780-784-8859; Media Relations, Emily Ondercin-Bourne, Manager, Marketing, Mera Cannabis Corp., [email protected]