Flexible access to up to $15M
provides additional options for low-cost capital
/NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES/
TORONTO, Dec. 3, 2020 /CNW/ - Fire & Flower
Holdings Corp. (TSX: FAF) (OTCQX:
FFLWF) ("FFHC") today announces that it has
established an at-the-market equity program (the "ATM
Program") that allows the Company to issue and sell up to
C$15,000,000 of common shares in the
capital of the Company (the "Common Shares") from treasury
to the public, from time to time, at the Company's discretion.
"We are excited to launch our ATM Program as it will provide us
with additional flexibility to access low cost equity capital when
market conditions are favourable. Coupled with our strategic
investment framework from Alimentation Couche-Tard and existing
bank facility with ATB Financial, we now have a number of strategic
sources of capital available to us," shared Trevor Fencott, Chief Executive Officer of Fire
& Flower. "Cost-effective access to capital further strengthens
our financial position and accelerates growth as we continue
to progress towards profitability."
All Common Shares sold under the ATM Program will be sold
through the Toronto Stock Exchange or another marketplace (as
defined in National Instrument 21-101 - Marketplace
Operation) upon which the Common Shares are listed, quoted or
otherwise traded, at the prevailing market price at the time of
sale.
The volume and timing of distributions under the ATM Program, if
any, will be determined in the Company's sole discretion. The ATM
Program is designed to provide the Company with additional
financing flexibility should it be required in the future. The
Company intends to use the net proceeds from the ATM Program, if
any, for general corporate purposes, working capital needs and
capital expenditures. As Common Shares distributed under the ATM
Program will be issued and sold at the prevailing market prices at
the time of each sale, prices may vary among purchasers during the
period of the ATM Program.
Distributions of the Common Shares under the ATM Program will be
made pursuant to the terms of an equity distribution agreement (the
"Distribution Agreement") dated December 2, 2020 by and among the Company and ATB
Capital Markets Inc. (the "Agent"). Pursuant to the terms of
the Distribution Agreement, the ATM Program will be effective until
the earlier of December 1, 2021 and
the issuance and sale of all of the Common Shares issuable under
the ATM Program, unless terminated prior to such date by the
Company or the Agent in accordance with the terms of the
Distribution Agreement. The Distribution Agreement will be made
available under the Company's profile on the System for Electronic
Document Analysis and Retrieval ("SEDAR") at
www.sedar.com.
The offering of Common Shares under the ATM Program is qualified
by a prospectus supplement dated December 2,
2020 (the "Prospectus Supplement") to the Company's
short form base shelf prospectus and amended and restated base
shelf prospectus dated November 24,
2020 (the "Shelf Prospectus"), which were each filed
with the applicable securities regulatory authorities in each of
the provinces and territories in Canada. The Prospectus Supplement and the
Shelf Prospectus are available on the Company's profile on SEDAR at
www.sedar.com. Alternatively, the Agent will send copies of the
Prospectus Supplement and the Shelf Prospectus upon request by
contacting: ATB Capital Markets Inc., Suite 3540, 66 Wellington
Street West, Toronto ON M5K 1A1, or by telephone at (403) 539-8629,
or by email at prospectus@atb.com.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Common Shares in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
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 operating under the "Fire
& Flower", "Friendly Stranger", "Happy Dayz" and "Hotbox"
brands.
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.
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 in respect of the
issuance, sale and distribution of Common Shares pursuant to the
ATM Program, including the price, volume and timing of any
distributions and the intended use of net proceeds from the ATM
Program.
Forward-looking statements are based on the opinions and
estimates of management of Fire & Flower at the
date the statements are made based on information then available to
the Fire & Flower. Various factors and
assumptions are applied in drawing conclusions or making the
forecasts or projections set out in forward-looking statements,
including with respect to the closing of the Transaction on the
terms described herein or at all. Forward-looking statements
are subject to and involve a number of known and unknown,
variables, risks and uncertainties, many of which are beyond the
control of Fire & Flower, which may cause
Fire & Flower's actual performance and results to
differ materially from any projections of future performance or
results expressed or implied by such forward-looking statements.
Such factors, among other things, include: final
regulatory and other approvals or
consents; fluctuations in general macroeconomic
conditions; fluctuations in securities markets; the impact of the
COVID-19 pandemic; the ability of the
Company to successfully achieve its business objectives
and political and social uncertainties.
No assurance can be given that the expectations reflected in
forward-looking statements will prove to be correct. Although
the forward-looking statements contained in this news release are
based upon what management of the Company believes, or believed at
the time, to be reasonable assumptions, the Company cannot assure
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward-looking
statements and information contained in this news release.
Additional information regarding risks and uncertainties relating
to the Company's business are contained under the heading "Risk
Factors" in the Company's annual information form dated
April 29, 2020, the Prospectus
Supplement and the Shelf Prospectus, and the heading "Risks and
Uncertainties" in the management discussion and analysis for the
thirteen and twenty-six weeks ended August
1, 2020 filed on its issuer profile on SEDAR at
www.sedar.com.
No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein.
SOURCE Fire & Flower Holdings Corp.