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TORONTO, Aug. 7, 2019 /CNW Telbec/ - 2707031 Ontario Inc. ("2707"), an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc., announces that, in connection with a financing announced by Fire & Flower Holdings Corp. ("Fire & Flower") on July 24, 2019, it has acquired ownership and control over (i) $25,989,985.42 principal amount of 8% unsecured convertible debentures of Fire & Flower (the "Debentures"); (ii) 30,634,322 series A common share purchase warrants of Fire & Flower (the "Series A Warrants"); (iii) 56,126,890 series B common share purchase warrants of Fire & Flower (the "Series B Warrants"); and (iv) 110,703,925 series C common share purchase warrants of Fire & Flower (the "Series C Warrants" and, together with the Series A Warrants and the Series B Warrants, the "Warrants").

Assuming the conversion in full of the Debentures and the full exercise of the Warrants, 2707 would acquire ownership and control over 221,754,843 common shares of Fire & Flower ("Fire & Flower Shares"), representing approximately 64.82% of the outstanding Fire & Flower Shares, calculated on a partially diluted basis assuming the conversion in full of the Debentures and the full exercise of the Warrants held by 2707 only (approximately 50.05% on a fully diluted basis).

Prior to the acquisition of the Debentures and the Warrants (collectively, the "Fire & Flower Securities"), 2707 did not own or exercise control over any securities of Fire & Flower.

Immediately after the acquisition of the Fire & Flower Securities, 2707 has ownership and control over $25,989,985.42 principal amount of Debentures and the right to acquire up to 197,465,137 Fire & Flower Shares through 197,465,137 Warrants. In the event the Debentures are converted in full and all of the 197,465,137 Warrants are fully exercised, 2707 would acquire ownership and control over 221,754,843 Fire & Flower Shares. These combined holdings would represent approximately 64.82% of the outstanding Fire & Flower Shares, calculated on a partially diluted basis assuming the conversion in full of the Debentures and the full exercise of the Warrants held by 2707 only (approximately 50.05% on a fully diluted basis).

2707 acquired the Fire & Flower Securities for investment purposes only and not with a view to materially affecting control of Fire & Flower. Depending upon market conditions and other factors, 2707 may, from time to time, acquire or dispose of additional securities of Fire & Flower, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of Fire & Flower.

The head office address of Fire & Flower is 308 – 150 King Street West, Toronto, Ontario M5H 1J9.

SOURCE Alimentation Couche-Tard Inc.

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