/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES/

EDMONTON, Dec. 17, 2019 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF), today announced its financial and operational results for the thirteen (and thirty-nine) weeks ended November 2, 2019.

Financial and Operational Highlights for the thirteen weeks ended November 2, 2019

As at the end of the quarter, the Company operated 30 cannabis retail stores across the provinces of Alberta , Manitoba , Saskatchewan and the Yukon , including 10 cannabis retail stores that commenced operations during the quarter. In addition, the Company provided consulting and licensing services to two branded cannabis retail stores in Ontario .

across the provinces of , , and the , including that commenced operations during the quarter. In addition, the Company provided consulting and licensing services to in . $18.6 million in system sales which includes corporate and licensed stores representing a 19.7% increase over Q2-2019.

Total revenue of $13.7 million at a gross profit of 34.7%, compared to $11.1 million in Q2-2019 at a gross profit of 36.5%.

compared to in Q2-2019 at a gross profit of 36.5%. Closed the strategic investment with Alimentation Couche-Tard Inc. ("Couche-Tard") with an initial investment of $25.9 million (through its subsidiary). The strategic investment would result in Couche-Tard obtaining a controlling interest in Fire & Flower if all securities issued in connection with the strategic investment are converted/exercised in full.

(through its subsidiary). if all securities issued in connection with the strategic investment are converted/exercised in full. Closed asset purchase agreements with wholly-owned subsidiaries of Cannabis Cowboy Inc. in relation to 8 cannabis retail stores in the province of Alberta including stores in the key urban market of Calgary .

in the province of including stores in the key urban market of . HifyreTM launched the Spark PerksTM members program providing benefits such as Fastlane checkout, exclusive deals and access to member-only events. Since its launch the program has enrolled more than 50,000 members.

Subsequent Financial and Operational Highlights post November 2, 2019

Received 9 additional cannabis retail store licences and commenced operations at 3 additional cannabis retail stores in the province of Alberta . The Company is preparing to commence operations at the remaining 6 licensed cannabis retail stores prior to the Company's fiscal year end.

in the province of . The Company is preparing to commence operations at the remaining 6 licensed cannabis retail stores prior to the Company's fiscal year end. Entered into the final stages of the application process for cannabis retail store licensing in the province of British Columbia .

"With the emerging Canadian cannabis industry facing headwinds, Fire & Flower continues to deliver a track record of growth and meeting our objectives" shared Trevor Fencott, Fire & Flower's Chief Executive Officer. "We anticipate meeting our goal of 45 open and operating stores by the end of our fiscal year. Our industry-leading Spark Perks members program ensures that our customers are engaged with the Fire & Flower brand as their cannabis retailer of choice."

Selected Summary of Quarterly Results



Thirteen weeks ended Thirty-nine weeks ended Statement of Loss and

Comprehensive Loss

(in thousands of dollars, except

per share amounts) Nov. 2,

2019 ($) Nov. 3, 2018

($) $ Change % Change Nov. 2, 2019

($) Nov. 3, 2018

($) $ Change % Change Revenue 13,700 2,522 11,178 443% 34,318 2,522 31,796 1,261% Cost of goods sold (8,949) (1,326) (7,623) 575% (21,859) (1,326) (20,533) 1,548% Gross profit 4,751 1,196 3,555 297% 12,459 1,196 11,263 942% Loss from operations (5,925) (10,380) 4,455 (43%) (17,151) (16,995) (156) 1% Other (expense) income 16,132 (12,170) 28,302 NM 6,843 (12,230) 19,073 NM Net income / (loss) and

comprehensive gain / (loss) 10,207 (22,550) 32,757 NM (10,308) (29,225) 18,917 (65%) Net income / (loss) per

share, basic $ 0.08 $ (0.30) $0.38 NM $ (0.09) $ (0.44) $ (0.35) (79%) Net income / (loss) per

share, diluted $ 0.07 $ (0.30) $0.37 NM $ (0.09) $ (0.44) $ (0.35) (79%)



NM – Not Meaningful

During the thirteen weeks ended November 2, 2019, the Company generated revenue of $13.7 million including cannabis and cannabis-related accessory sales of $11.9 million in the retail channel, $1.2 million in the wholesale channel and digital development revenue of $0.6 million.

During the thirteen weeks ended August 3, 2019, the Company generated revenue of $11.1 million including cannabis and cannabis-related accessory sales of $9.7 million in the retail channel, $0.9 million in the wholesale channel and digital development revenue of $0.5 million.

Revenues are expected to continue to increase as the Company acquires new licences, opens additional retail cannabis stores, and continues to commercialize the HifyreTM digital retail and analytics platform subject to the issuance of new licences and the entry of the Company into new markets.

Total gross profit for the thirteen weeks ended November 2, 2019 was $4.8 million or 34.7% of revenue with retail and wholesale operations delivering $4.1 million, or 31.5%, gross profit, compared to $4.0 million with retail and wholesale operations delivering $3.6 million, or 33.6% of gross profit for the thirteen weeks ended August 3, 2019.

The Company recorded net comprehensive income of $10.2 million, or net income per share of $0.08 or $0.07 on a fully diluted basis for the thirteen weeks ended November 2, 2019. Net income for the quarter was attributable to accounting gains recorded in other income on the revaluation of the derivative liabilities associated with the convertible debentures.

Retail Platform Update

Fire & Flower continues to evolve its retail platform through a data-driven approach using the proprietary HifyreTM digital retail and analytics platform. The Company continues to focus on its existing markets of Alberta, Saskatchewan, Manitoba and Ontario and is in the licence application process in the province of British Columbia. The Company anticipates it will accomplish the following milestones across all addressable markets.

Target Date Total Number of Stores FY 2020 Q1 55 FY 2020 Q2 65 FY 2020 Q3 75 FY 2020 Q4 85 FY 2021 Q1 95 FY 2021 Q2 105 FY 2021 Q3 120 FY 2021 Q4 135

HifyreTM Digital Retail and Analytics Platform

Through its wholly-owned subsidiary, Hifyre Inc., the Company continues to commercialize and expand its digital retail and analytics platform that collects and analyzes consumer data to develop insights related to purchase preferences.

On September 19, 2019, Hifyre launched the Spark PerksTM members program. Member benefits within the program include: Fastlane checkout, exclusive deals and access to member-only events. Since the launch of Spark Perks in Fire & Flower retail stores, the program has enrolled more than 50,000 active members. Key success metrics of the program have included:

Spark Perks members spend 44% more per transaction than non-members on average.

39% of the members have made more than two transactions since the launch of the program.

During Fire & Flower's Cyber-Monday promotion, more than 50% of total transactions were from Spark Perks members.

The Hifyre Active Data platform provides real time reporting and analysis to the Company's marketing, retail experience and merchandising teams and is supplied to licensed producers to assist in demand forecasting, product development and sales reporting. Throughout the thirteen weeks ended November 2, 2019, Hifyre has continued to commercialize this platform through external account sales.

Fire & Flower's financial statements and management discussion and analysis for the period are available on Fire & Flower's SEDAR profile at www.sedar.com and on Fire & Flower's website at www.fireandflower.com/investor-relations/.

Conference Call

Fire & Flower will host a conference call today, December 17, 2019 at 8:30 AM ET to discuss these results. Trevor Fencott, Chief Executive Officer and Nadia Vattovaz, Chief Financial Officer will provide a management presentation by a question and answer session with research analysts.

Date: Tuesday, December 17, 2019 Time: 8:30 AM Eastern Time Conference Call: 1-888-664-6383 Conference ID: 87723481 Webcast (and playback): https://event.on24.com/wcc/r/2149844/80E2B586DC7C8813F74736C71277BDDB Playback Number: 1-888-390-0541 Playback Passcode: 723481#

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 connects consumers with cannabis products. 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 or has interests in cannabis retail store licences in the provinces of Alberta, Saskatchewan, Manitoba and Ontario and the Yukon territory.

Through the strategic investment of Alimentation Couche-Tard (ATD.A, ATD.B), the Company has set its sights on the global expansion as new cannabis markets emerge.

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 ofFire & 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 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 July 29, 2019 and the heading "Risks and Uncertainties" in the management discussion and analysis for the thirteen and thirty-nine weeks ended November 2, 2019 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.

Fire & Flower assumes no obligation to publicly update or revise forward-looking statements to reflect new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Fire & Flower Holdings Corp.

For further information: Investor Relations, Chris Bolivar, [email protected], 1-833-680-4948; Media Relations, Nathan Mison, [email protected], 780-784-8859