Fire & Flower Holdings Corp FFLWF

Acquisition of Securities of Fire & Flower Holdings Corp.

[Humanist]

 Acquisition of Securities of Fire & Flower Holdings Corp.
by @newsfile on 2 Dec 2020, 21:46
    
Toronto, Ontario--(Newsfile Corp. - December 2, 2020) - On December 1, pursuant to an arm's length share purchase agreement (the "Share Purchase Agreement"), Fire & Flower Holdings Corp. ("FAF") acquired all of the outstanding shares of Friendly Stranger Holdings Corp.

("FSHC") from FSHC's shareholders including Green Acre Capital Fund II (Canada) LP, Green Acre Capital Fund II (Listed) LP and Green Acre Capital Fund II (Non-Resident) LP (collectively, the "Green Acre Entities") in exchange for common shares of FAF.

Prior to the closing of the transaction contemplated by the Share Purchase Agreement, the Green Acre Entities held convertible debentures of FAF in the principal amount of $8,000,000 (the "Convertible Debentures") which are convertible into 16,000,000 common shares of FAF at a price of $0.50 per share representing 7% of the outstanding common shares of FAF (including the common shares to be issued upon conversion of the Convertible Debentures). Pursuant to the terms of the Share Purchase Agreement, the Green Acre Entities have acquired control of an aggregate of 14,852,830 common shares of FAF at a deemed value of $0.8034 per share representing 7% of the outstanding shares and, upon conversion of the Convertible Debentures, the Green Acre entities will control an aggregate of 30,852,830 common shares of FAF representing 13.6% of the outstanding common shares of FAF (including the common shares to be issued upon conversion of the Convertible Debentures).

The Green Acre Entities acquired the securities for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of FAF through market transactions, private agreements, treasury issuances, exercise of warrants or otherwise.

The Green Acre Entities' head office is located at 2 Bloor St. W., Suite 1805, Toronto, Ontario, M4W 3E2. GA is formed under the province of Ontario and its principal business is investments. A copy of the Early Warning Report will appear under the profile of FAF on the SEDAR website at www.sedar.com. FAF's head office is located at 130 King Street West, Suite 2500, Toronto, Ontario, M5X 1C8.

For further information or to obtain a copy of the Early Warning Report, please contact: Matt Shalhoub, 416-639-9690 or [e-mail].