Fire & Flower Signs Definitive Purchase Agreement to Acquire Four Cannabis Shops in Saskatchewan

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

EDMONTON, May 2, 2019 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSXV: FAF), today announced it has entered into a definitive agreement (the "Agreement") pursuant to which Fire & Flower will acquire certain assets of Prairie Sky Cannabis Inc. (the "Vendor").

The Vendor currently operates four licensed retail cannabis shops in the province of Saskatchewan in the communities of Battleford, Estevan, Martensville and Moosomin, Saskatchewan (the "Locations") under the name Jimmy's Cannabis Shop.

"The acquisition of four additional retail cannabis stores in the province of Saskatchewan is the first in Fire & Flower's aggressive acquisition strategy for 2019. In conjunction with our Open Fields wholesale distribution platform in the province, it cements our leadership position in this strategic market. Along with our existing portfolio of organic growth opportunities, the acquisition puts us in a good position to meet our growth goals for the year." shared Trevor Fencott, Chief Executive Officer of Fire & Flower. "We look forward to becoming trusted members of these local communities and effecting a smooth transition of existing local staff to serve consumers in the communities in which we operate."

Following the closing of the transaction contemplated in the Agreement, Fire & Flower anticipates that the acquisition of the four Jimmy's Cannabis Shop locations will:

• Grow the Fire & Flower brand presence across the province of Saskatchewan;
• Strengthen Fire & Flower's Open Fields Distribution network in the province;
• Increase Fire & Flower's geographic ability to serve the province through its bricks and mortar, e-commerce, delivery and click and collect sales channels; and
• Provide additional insights into consumer behaviours and preferences through Fire & Flower's proprietary HiFyre digital retail platform.

"Fire & Flower are exemplary operators of cannabis retail stores and we are pleased that our customers will be well served by the Fire & Flower team," shared John Thomas, President of Prairie Sky Cannabis Inc. "Fire & Flower has demonstrated its commitment to the province of Saskatchewan and we wish the company success in its pursuit as Canada's leading cannabis retailer."

Pursuant to the Agreement, Fire & Flower Inc., a wholly-owned subsidiary of the Company, will acquire the assets of the Vendor, including its interest in the leases, equipment, furnishings, inventory and provincial and municipal licences and permits, used to operate licensed Locations for an aggregate purchase price of $13,000,000. The purchase price will be paid on the completion of certain milestones and will consist of $6,500,000 in cash and $6,500,000 in the form of common shares in the capital of the Company.

Completion of the proposed transaction is subject to approval of the TSX Venture Exchange.

Fire & Flower anticipates closing the transaction on or about May 13, 2019. At that time, the stores will be re-branded as Fire & Flower which will bring Fire & Flower's store count to 17 stores across Alberta, Saskatchewan and Ontario.

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 that is centered around its proprietary HiFyre digital platform. 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 licenced cannabis retailer in the provinces of Alberta and Saskatchewan and is a consultant and licensor to Fire & Flower-branded retail locations in 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 in this news release include, but are not limited to, statements regarding the proposed transaction and the completion thereof, the receipt of regulatory approvals (including the approvals of the SLGA and the TSX Venture Exchange) and Fire & Flower's current and proposed operations in Saskatchewan and elsewhere in Canada.

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. 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.

SOURCE Fire & Flower Holdings Corp.

Nathan Mison, Vice President, Government and Stakeholder Relations, [email protected], 780-953-1106