Master Licensing Agreement to include an exclusive first right to negotiate entries in additional legal cannabis markets

TORONTO, April 17, 2023 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading cannabis consumer retail and technology platform today announced advancements in the relationship between the Company's strategic partner, Alimentation Couche-Tard Inc. ("Couche-Tard") and Fire & Flower through the completion of a Master License Agreement (the "Master Licensing Agreement") with MC Cannabis Inc., an indirect wholly-owned subsidiary of Couche-Tard.

• Fire & Flower will have the exclusive right of first opportunity to negotiate with Couche-Tard with respect to entering new retail cannabis businesses and franchise arrangements in Canada, as well a potential retail expansion to additional legal cannabis markets outside of Canada.
• Couche-Tard has exclusively committed to developing Fire & Flower branded retail cannabis stores in Ontario under the Master Licensing Agreement.
• The first five Fire & Flower branded retail cannabis stores will be recently opened co-located stores, adjacent to Circle K convenience stores in the Greater Toronto Area that are currently operating as MC Cannabis Inc. and will be re-branded to Fire & Flower.

• Leverages Couche-Tard real estate footprint and resources to develop licensee stores.
• Gives Fire & Flower the opportunity to expand its system sales, brand presence and the Hifyre™ digital retail platform in Canada and, through the exclusive right of first opportunity, to participate alongside Couche-Tard in a potential expansion to additional legal cannabis markets outside of Canada.
• Expands reach of the Spark Perks™ membership program and industry-first Spark Marketplace App.

"With the signing of this agreement, we have achieved another important step forward with our strategic partner, Couche-Tard. We continue to work closely together to build a sustainable growth engine, leveraging Couche-Tard's high quality real estate assets, retail operations expertise and capital, accelerating our path to profitability and goal of free cash flow," shared Stéphane Trudel, Chief Executive Officer of Fire & Flower. "Successful retail is built on delighting our customers with great locations, people and products. Today, we have expanded our ability to grow the Fire & Flower network, in Canada and other international legal cannabis markets by adding this scalable building block that we can further refine together in the first federally legal cannabis market in the world."

"Couche-Tard is pleased to have entered into a Master License Agreement with Fire & Flower. The Hifyre digital retail platform, including the Spark Perks membership program and the Spark Marketplace app, will bring a distinct competitive advantage to our cannabis stores. The current co-located cannabis stores adjacent to Circle K locations and anchored by convenience stores, fuel and car wash offerings are showing growth and we look forward to combining this with the recognized Fire & Flower brand and technology-enabled shopping experience to make it easy for customers," shared Steve Pitts, Vice-President of Operations, Central Canada, of Couche-Tard.

"As we look to markets opening in the United States and Europe, we will work alongside our strategic partner to expand Fire & Flower to international markets," shared Stéphane Trudel, Chief Executive Officer of Fire & Flower.

Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 90 cannabis retail stores operating in its network through the Fire & Flower^™, Friendly Stranger^™ and Happy Dayz^™, Firebird Delivery^™ and Spark Perks^™ brands. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent high-margin revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, logistics, cannabis and retail industries.

Through the strategic investment of Alimentation Couche-Tard Inc. (owner of Circle K convenience stores), the Company has set its sights on global expansion as new cannabis markets emerge and is poised to expand into the United States when permitted through its strategic licensing agreement with Fire & Flower U.S. Holdings upon the occurrence of certain changes to the cannabis regulatory regime.

Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and the Yukon territory.  Fire & Flower also licenses its Fire & Flower^TM and Sparks Perks^TM brands and  Hifyre^TM platform to select qualified licensees to operate cannabis retail stores in Canada and the U.S.

To learn more about Fire & Flower, visit https://www.fireandflower.com.

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 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 Fire & Flower. 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, 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; and the ability of the Company to successfully achieve its business objectives.

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 headings "Risk Factors" in the Company's Annual Information Form dated March 28, 2023 and "Risks and Uncertainties" in the management discussion and analysis for the nine weeks ended December 31, 2022 filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.