Fire & Flower Entered Into An Amendment Agreement

Equity investment of approximately $19 Million by Alimentation Couche-Tard.

Fire & Flower Holdings Corp. (TSX: FAF), today announced that it has entered into an amendment agreement with respect to certain amendments to the securities of the Company issued to an indirect wholly-owned subsidiary of Alimentation Couche-Tard Inc.

In addition to the amendments to the strategic investment, we will continue to work closely with Fire & Flower and support the Company's ambitious growth plans.Stéphane Trudel, Senior Vice President, Operations with Alimentation Couche-Tard

Highlights of Proposed Amendments

  • Cash commitment by ACT of approximately $19 million in 2020 in connection with the exercise of certain amended Series A warrants.
  • Increased operational flexibility by extending the maturity date of ACT's $25,989,985 principal amount 8.0% convertible unsecured debentures by two years to June 30, 2023 and amending the maturity date of the April 2020 Debentures (as defined below) to June 1, 2022.
  • Market-based re-pricing to a maximum of $1.875 for the Series B warrants and $3.00 or a potential 25% premium to market for the Series C warrants.

"We are pleased with the proposed amendments to the strategic investment by Alimentation Couche-Tard and believe this will continue to build our strategic relationship," shared Trevor Fencott, Chief Executive Officer of Fire & Flower. "With our close relationship with Couche-Tard including our co-located pilot stores, our path towards positive operating EBITDA, the removal of near-term debt maturities and a continued strengthened cash position to fund store expansion, we are positioned as a leader in Canadian cannabis retail."

"Alimentation Couche-Tard continues to be pleased with the progress that is being made by Fire & Flower and the amendments to the strategic investment demonstrate our commitment to the Company," shared Stéphane Trudel, Senior Vice President, Operations with Alimentation Couche-Tard. "In addition to the amendments to the strategic investment, we will continue to work closely with Fire & Flower and support the Company's ambitious growth plans"

Background

On August 7, 2019, the Company issued to ACT:

  • $25,989,985 principal amount of ACT Debentures that are convertible into an aggregate of 24,289,706 common shares in the capital of the Company at a price of $1.07 per Common Share. The ACT Debentures mature on June 30, 2021, subject to the Company having the ability to accelerate the maturity date to as early as December 31, 2020 under certain circumstances. The ACT Debentures also contemplate certain circumstances whereby the Company may force the conversion of the then outstanding principal amount of ACT Debentures (and the accrued and unpaid interest thereon) on the Maturity Date at a Conversion Price equal to 95% of the 20-day volume weighted average price of the Common Shares on the Maturity Date;
  • 30,634,322 series A common share purchase warrants with each Series A Warrant entitling ACT to acquire one (1) additional Common Share at a price of $1.40 per share until the date which is 90 days after the earlier of (i) June 30, 2021; and (ii) the later of (A) December 31, 2020; and (B) the date the Company accelerates the Maturity Date pursuant to the terms of the ACT Debentures;
  • 56,126,890 series B common share purchase warrants with each Series B Warrant entitling ACT to acquire one (1) additional Common Share at a price of $1.875 per share until the date that is one (1) year from the date all of the Series A Warrants have been exercised (noting that the Series B Warrants expire if the Series A Warrants expire unexercised); and
  • 110,703,925 series C common share purchase warrants (with the ACT Debentures, the Series A Warrants and the Series B Warrants) with each Series C Warrant entitling ACT to acquire one (1) additional Common Share at a price per share equal to the lesser of (i) $6.00; and (ii) the greater of (A) $2.00; and (B) the 20-day VWAP of the Common Shares on the last business day prior to the exercise of the Series C Warrants. The Series C Warrants expire on the earlier of: (i) the date that is one (1) year from the date all of the Series B Warrants have been exercised; and (ii) August 7, 2023 (noting that the Series C Warrants expire if the Series B Warrants expire unexercised).

The conversion and exercise, as applicable, in full of all of the ACT Securities would have resulted in ACT owning approximately 50.1% of the Common Shares on a fully-diluted basis at the time of issuance of the ACT Securities. Pursuant to the terms of the investor rights agreement between the Company and ACT dated August 7, 2019, and in order for ACT to maintain its Ownership Interest, the Company issued to ACT an additional (a) 3,523,705 Series A Warrants; (b) 11,048,651 Series B Warrants; and (c) 22,686,864 Series C Warrants, as a result of ACT exercising its participation right in connection with the Company's private placement of secured convertible debentures and subscription receipts which closed on April 28, 2020. ACT also purchased $1,960,000 principal amount of April 2020 Debentures and 515 subscription receipts (which have since been converted into $515,000 principal amount of April 2020 Debentures) pursuant to the April 2020 Private Placement.

Proposed Amendments

Pursuant to the terms of the Amendment Agreement, the Company and ACT propose to amend the terms of the ACT Securities, which amendments include, but are not limited to, the following:

  • The ACT Debentures would be amended such that:
  • The Conversion Price would be the lesser of: (A) the 20-day VWAP of the Common Shares on the last trading day prior to ACT delivering a notice of its intention to convert; and (B) $0.90;
  • The Maturity Date would be June 30, 2023, provided that if less than an aggregate of $20,000,000 principal amount of April 2020 Debentures has been converted prior to the maturity date thereof (as may be amended from time to time), then ACT would have the right to accelerate the Maturity Date to a date that is 60 days following the April 2020 Debenture Maturity Date;
  • The Company would have the ability to repay the principal amount of the ACT Debentures and interest thereon by issuing Common Shares at a price equal to $0.75 per Common Shares (subject to satisfaction of certain conditions precedent, including the Common Shares having a 20-day VWAP of at least $1.00 on the date the Company gives its notice of intention to convert); and
  • The Company would have the ability to repay the principal amount of ACT Debentures (with a three (3) month penalty) if (A) ACT does not exercise all of the Series B Warrants on or before the expiry date of the Series B Warrants, or (B)  ACT does not fulfil any of its Series A Warrant Obligations (as defined herein);
  • The Series A Warrants would be amended such that:
  • 13,146,469 of the Series A Warrants would have an exercise price equal to $0.78. As part of the Amendments, ACT has agreed to exercise all of the A-1 Warrants by no later than the date which is three (3) business days following the date the Amendments become effective, provided that no default or event of default under the ACT Debentures has occurred and is continuing;
  • 10,505,779 of the Series A Warrants would have an exercise price equal to $0.83. As part of the Amendments, ACT has agreed to exercise all of the A-2 Warrants by no later than December 31, 2020, provided that no default or event of default under the ACT Debentures has occurred and is continuing; and
  • 10,505,779 of the Series A Warrants would have an exercise price equal to $0.93. The A-3 Warrants will expire on June 30, 2021 (as may be extended). The A-3 Warrants would be exercisable at ACT's option, without any impact to the Series B and Series C Warrants, unless ACT delivers a notice to the Company prior to January 18, 2021 stating its intent at such time to exercise any number of A-3 Warrants on or before the Series A Expiry Date, in which case ACT will be required to exercise a such number of A-3 Warrants prior to exercising the Series B and Series C Warrants (together with the A-1 Obligation and the A-2 Obligation).

Upon the exercise of the Series A-1 Warrants and A-2 Warrants, ACT would have an approximate 14.98% ownership interest in Fire & Flower, based on the Company's current issued and outstanding Common Shares and assuming that no additional Common Shares are acquired by ACT (or issued by the Company) prior to any such exercise and no adjustments to the Series A-1 Warrants and Series A-2 Warrants have occurred.

  • The Series B Warrants would be amended such that:
  • The exercise price of the Series B Warrants would be the lesser of: (A) $1.875; and (B) the 20-day VWAP of the Common Shares on the last trading day prior to the date on which the Series B Warrants are exercised;
  • The Series B Warrants would only be exercisable at any time after January 1, 2022; and
  • The expiry date of the Series B Warrants would be September 30, 2022;
  • The Series C Warrants would be amended such that:
  • The exercise price of the Series C Warrants would be the lesser of: (A) $3.00; and (B) 125% of the 20-day VWAP of the Common Shares on the last trading day prior to the date on which the Series C Warrants are exercised;
  • The Series C Warrants would only be exercisable at any time after October 1, 2022; and
  • The expiry date of the Series C Warrants would be June 30, 2023.

The expiry date of all Series A Warrants, Series B Warrants and Series C Warrants would be extended in the event that the Company is in default of certain debt obligations, if and as applicable. In such event of default, the expiry date of such warrants would be extended to the date that is 75 days in the case of the Series A Warrants or 30 days in the case of the Series B Warrants and Series C Warrants after such default has been cured pursuant to the terms of the applicable debt instrument.

Notwithstanding the foregoing, all Warrants would immediately expire in the event ACT does not fulfil any of its Series A Warrant Obligations.

Investor Rights Agreement

The IRA would be amended to consider the aforementioned Amendments to the ACT Securities. The participation right and top up right of ACT as contemplated by the IRA would be maintained. The IRA would also be amended such that: 

  • Subject to certain allowances, the Company would be restricted from incurring additional senior debt without the consent of ACT; and
  • The IRA may be terminated by the Company in the event ACT does not fulfil any of its Series A Warrant Obligations.

Amendments to April 2020 Debenture

In addition to the Amendments, the Company and Computershare Trust Company of Canada have entered into a supplemental debenture indenture to the debenture indenture entered into between the Company and CTCC dated April 28, 2020, which governs the April 2020 Debentures.  The Supplemental Indenture amends the Indenture such that:

(a)   the April 2020 Debenture Maturity Date shall be amended to June 1, 2022, from June 1, 2021 (or April 28, 2022, in the event certain conditions precedent were achieved);

(b)   the Company's election to force the conversion of the principal amount of April 2020 Debentures shall no longer be contingent on the conversion or retirement of the ACT Debentures; and

(c)    subject to the approval of the holders of the Common Shares, the Company may elect to add any interest accrued and payable on the December 31, 2021 payment date to the principal amount of April 2020 Debentures (as is already contemplated for the interest payments owing on December 31, 2020 and June 30, 2021).

As set out above, the Interest Amendment is subject to the approval of the shareholders of the Company, but the other amendments contemplated by the Supplemental Indenture are effective as of the date hereof.

Fire & Flower Board Recommendation 

The board of directors of the Company, after consultation with its legal and financial advisors, has unanimously determined that the Amendments are in the best interest of Fire & Flower, Stéphane Trudel having declared his interest and abstained from voting thereon where required by applicable law. In making this determination, the Board considered a number of factors, including a fairness opinion from ATB Capital Markets Inc. that, based upon and subject to the assumptions, qualifications and limitations as set out in such fairness opinion, as of such date, the financial terms of the Amendments are fair, from a financial point of view to the Company.

Conditions Precedent

The Amendments are subject to customary conditions precedent and applicable regulatory approvals, including the receipt of approval by the disinterested holders of Common Shares as required by the policies of the TSX.  The Company intends to seek the requisite shareholder approval at a special meeting of shareholders expected to be held in September 2020.

Voting Support Agreements

Concurrent with the entering into of the Amendment Agreement, certain directors, officers and shareholders of the Company have entered into voting support agreements pursuant to which such parties have agreed to vote an aggregate of 28,819,270 Common Shares in favour of the Amendments, representing approximately 17.86% of the issued and outstanding Common Shares.

Advisors 

Dentons Canada LLP is acting as legal advisor to Fire & Flower. ATB Capital Markets Inc. provided a fairness opinion that, based upon and subject to the assumptions, qualifications and limitations set out therein, the financial terms of the Amendments are fair, from a financial point of view, to the Company.

Davies Ward Phillips & Vineberg LLP is acting as legal advisor to ACT.

Additional Information

Copies of the Amendment Agreement and the agreements attached thereto as exhibits, including the form of amended and restated ACT Debenture certificate, the forms of amended and restated Warrant certificates and the form of amended and restated IRA, will be filed on the Company's profile on SEDAR at www.sedar.com. The above descriptions of the terms and conditions of the Amendment Agreement and the agreements attached thereto as exhibits, are qualified in their entirety by the terms of the Amendment Agreement.

Disclaimer: Past performance is not an indicator of future performance.

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Casey Peternell
Casey Peternell

Casey is a media and content creator with a keen eye for creativity. Casey is currently in the process of obtaining a double bachelors degree in Media & Communications and Business from Swinburne University in Melbourne.

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