Warrant exercise by one of the world's largest convenience retailers to bring ownership stake to approximately 35%

Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), a leading cannabis consumer retail and technology platform announced today that 2707031 Ontario Inc., an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc. (collectively "ACT"), has confirmed its intention to exercise warrants (the "Series B Warrants") to acquire 8,288,067 common shares of Fire & Flower (the "Shares") pursuant to the terms of a Second Amended and Restated Warrant Certificate dated January 18, 2022 (the "Series B Warrant Certificate") on the day that is two days following the release of the Company's financial statements for the year ended January 29, 2022. 

The exercise price for the Series B Warrants will be determined based on the 20-day volume-weighted average price for common shares of the Company in accordance with the terms of the Series B Warrant Certificate.  Pursuant to the terms of the Series B Warrant Certificate, all of the Series B Warrants are subject to a maximum exercise price of $18.75, and 1,570,513 of the Series B Warrants, which were issued pursuant to the exercise of top-up rights previously granted to ACT, are subject to a minimum exercise price of $4.7732.

Following the exercise of the Series B Warrants, ACT's ownership of common shares of Fire & Flower will increase by approximately 14.49% to approximately 35.32%.

Timing of Announcement of Q4 and Fiscal Year 2021 Financial Results

The Company will release its financial and operational results for the quarter and fiscal year ended January 29, 2022 before financial markets open on April 26, 2022.

Fire & Flower's fourth quarter and fiscal year 2021 financial and operational results will be available on SEDAR and on the Company's website at https://investors.fireandflower.com/.

Following the release of its fourth quarter and fiscal year 2021 financial and operational results, Fire & Flower will host a conference call with Trevor Fencott, President and Chief Executive Officer, and Judy Adam, Chief Financial Officer at 8:30 AM Eastern Time on April 26, 2022. The conference call will discuss Fire & Flower's financial and operational results.

Dial-In Information

Toll-Free (Canada): 1-833-950-0062
Toll-Free (United States): 1-844-200-6205 
All other locations: +1 929 526 1599

Access code:  013467

Webcast Sign-Up 
https://event.on24.com/wcc/r/3755300/8C01528CC241A5D03166AC3EAE5D8F7D

Replay Information (Available until May 17, 2022)

Toll-Free (Canada): 1-226-828-7578
Toll-Free (United States): 1-866-813-9403
All other locations: +44 204 525 0658

Replay Code: 348644

Upon completion of the live conference call, a replay of the conference call will be accessible on Fire & Flower's website at https://investors.fireandflower.com/.

About Fire & Flower

Fire & Flower is a leading, technology-powered, adult-use cannabis retailer with more than 100 corporate-owned stores in its network. 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 is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox brands. 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.

To learn more about Fire & Flower, visitwww.fireandflower.com.

About Alimentation Couche-Tard Inc.

Couche-Tard is a global leader in convenience and fuel retail, operating in 26 countries and territories, with more than 14,100 stores, of which approximately 10,800 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operator in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, as well as in Ireland. It also has an important presence in Poland and Hong Kong SAR. Approximately 124,000 people are employed throughout its network.

For more information on Alimentation Couche-Tard Inc. or to consult its quarterly Consolidated Financial Statements and Management Discussion and Analysis, please visit: https://corpo.couche‑tard.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 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. 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: 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 30, 2021 and the heading "Risks and Uncertainties" in the management discussion and analysis for the quarter ended October 30, 2021 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.