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Toronto, Ontario, Oct 31, 2018 (Newsfile Corp via COMTEX) — Cinaport Accretion Corp. II (“Cinaport” or the “Company”), a basic basin aggregation listed on the TSX Adventure Exchange (the “Exchange”), and Fire & Flower Inc. (“Fire & Flower”) are admiring to advertise that added to the Company’s columnist absolution issued on September 13, 2018 announcement the proposed condoning transaction (the “Qualifying Transaction”) the Company, Fire & Flower and 11048449 Canada Inc. (a wholly-owned accessory of the Company) accept entered into an accretion acceding (the “Acquisition Agreement”) clearing the acceding of the Condoning Transaction.



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Terms of the Condoning Transaction

Pursuant to the acceding of the Accretion Agreement, the parties accept agreed that above-mentioned to the closing of the Condoning Transaction, Cinaport will consolidate its accepted shares on a 10.64814815 to 1 base (the “Share Consolidation”), whereby anniversary post-Share Consolidation accepted allotment of the Aggregation (or any added balance accomplished by the Allotment Consolidation) shall be angled bottomward to the abutting accomplished cardinal of post-Share Consolidation accepted shares or added securities, as applicable, and no banknote acquittal or added anatomy of application will be payable in lieu thereof. The acceding of the Condoning Transaction will accommodate that, aloft achievement of the transaction, shareholders of Fire & Flower will accept one post-Share Consolidation accepted allotment of the Aggregation (a “Post-Consolidation Resulting Issuer Share”) for every accepted allotment of Fire & Flower (each a “Fire & Flower Accepted Share”). In addition, all convertible securities, including options, warrants, agent warrants and advantage options, of Fire & Flower that are outstanding at the time of closing of the Condoning Transaction will be exchanged for agnate instruments of the Aggregation exercisable for or convertible into Post-Consolidation Resulting Issuer Shares. For greater certainty, all Fire & Flower Accepted Shares, agent warrants and/or advantage options to be issued pursuant to the circumstantial clandestine adjustment (the “Private Placement”) of Fire & Flower ahead appear by the Aggregation and Fire & Flower on September 28, 2018 will be analogously exchanged for agnate Post-Consolidation Resulting Issuer Shares and agent warrants and/or advantage options, as applicable, of the Company, respectively, on the aforementioned one-for-one basis.

The Aggregation currently has 15,400,000 accepted shares issued and outstanding, as able-bodied as 1,540,000 options and 540,000 agent warrants to access accepted shares of the Aggregation at an exercise bulk of $0.10 per share. Afterwards giving aftereffect to the Allotment Consolidation, the Aggregation will accept 1,446,260 accepted shares, 144,626 options and 50,713 agent warrants issued and outstanding, with anniversary advantage and agent accreditation exercisable to acquirement one Post-Consolidation Resulting Issuer Allotment at an exercise bulk of $1.064814815 per allotment (all such numbers accountable to accessory aberration as a aftereffect of the furnishings of rounding at the alone aegis holder level).



Fire & Flower currently has: (a) 77,090,769 Fire & Flower Accepted Shares; (b) 7,307,500 options; (c) 36,325,354 warrants; (d) 2,292,724 agent warrants and/or advantage options, issued and outstanding; and (e) 2,100,000 Fire & Flower Accepted Shares aloof for arising in affiliation with Fire & Flower’s accretion of Kardeo Inc. In addition, about 24,492,390 Fire & Flower Accepted Shares will be issued anon above-mentioned to closing of the Condoning Transaction aloft about-face of the accumulated arch bulk of $27,317,000 of the 8% apart convertible debentures issued by Fire & Flower in July and August 2018 (assuming that the about-face of all arch bulk of debentures and accrued and contributed absorption afterwards occurs on December 15, 2018). Accountable to Exchange approval and bold abounding cable of the Clandestine Adjustment and abounding exercise of the agents’ 15% over-allotment advantage in affiliation therewith (but not including any advantage balance accompanying thereto), it is accepted that the accepted shareholders of the Aggregation will authority about 1.1355% of the absolute issued and outstanding Post-Consolidation Resulting Issuer Shares (or 0.9349% on a absolutely adulterated basis) aloft closing of the Condoning Transaction.

Fire & Flower does not accept any Control Bodies (as such appellation is authentic beneath the behavior of the Exchange). No Insider, Promoter or Control Person (as such acceding are authentic in the behavior of the Exchange) of the Aggregation has any absorption in Fire & Flower above-mentioned to giving aftereffect to the Condoning Transaction added than: Avi Grewal, CEO and a administrator of the Company, currently owns 485,430 Fire & Flower Accepted Shares, apery about 0.63% of the absolute issued and outstanding Fire & Flower Accepted Shares (or 0.33% on a absolutely adulterated basis); Donald Wright, Chairman of the Company, currently owns 970,870 Fire & Flower Accepted Shares, apery about 1.26% of the absolute issued and outstanding Fire & Flower Accepted Shares (or 0.66% on a absolutely adulterated basis); and John O’Sullivan, a administrator of the Company, currently owns 2,669,900 Fire & Flower Accepted Shares, apery about 3.46% of the absolute issued and outstanding Fire & Flower Accepted Shares (or 1.82% on a absolutely adulterated basis). In accession to the foregoing, Cinaport Basic Inc., an associate of the Company, currently owns 173,913 warrants of Fire & Flower exercisable at a bulk of $1.15 per allotment for a appellation of one year, apery about 0.12% of the Fire & Flower Accepted Shares on a absolutely adulterated basis. Cinaport Basic Inc. is additionally a affair to a finder’s acceding with Fire & Flower with account to which Cinaport Basic Inc. may accept finder’s fees up to $100,000 and agent warrants exercisable to access up 66,666 Fire & Flower Accepted Shares at a bulk of $1.50 for a appellation of 24 months in affiliation with a approaching financing. Anniversary of Mr. Grewal, Mr. Wright and Mr. O’Sullivan currently owns 33.33% of the issued and outstanding accepted shares of Cinaport Basic Inc.

Due to Mr. Grewal, Mr. Wright and Mr. O’Sullivan’s bound captivation with Fire & Flower, they are not “Non-Arm’s Length Parties” or “Insiders” of Fire & Flower as such acceding are authentic beneath the behavior of the Exchange behavior and applicative balance laws.

Closing of the Condoning Transaction is accountable to closing of the Clandestine Placement, achievement and beheading of all absolute transaction abstracts (including accurateness of representations and warranties, acquiescence of covenants and achievement of accepted conditions) and cancellation of all requisite approvals and consents for and in affiliation with the Condoning Transaction as advised in the Accretion Acceding including (a) approval by the Exchange for the Condoning Transaction and the proposed new assembly of the Company; (b) approval by the lath of admiral of anniversary of Fire & Flower and the Company; and (c) approval by the shareholders of Fire & Flower and Cinaport.

Directors, Admiral and Added Assembly of the Aggregation

Upon achievement of the Condoning Transaction, all accepted admiral of Cinaport shall abandon and arch administration of Fire & Flower will serve in the aforementioned capacities as arch admiral of the Company.

In addition, it is advancing that aloft achievement of the Condoning Transaction, the lath of admiral of the Aggregation will be reconstituted to abide of the afterward four directors: Harvey Shapiro, Trevor Fencott, Norman Inkster and Donald Wright.

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The afterward sets out the names and backgrounds of all bodies who are accepted to be advised assembly of the Aggregation aloft closing of the Condoning Transaction:

Harvey Shapiro – Administrator and Controlling Administrator

Mr. Shapiro has been an controlling in the cannabis industry back 2014 as a founder, controlling administrator and administrator of Emblem Corp. (EMC). Above-mentioned to Emblem Corp., Mr. Shapiro was the Arch Controlling Administrator of Dynacare Inc., a TSX listed medical analytic casework aggregation which was acquired by NYSE-listed Laboratory Corp. of America Holdings for about $1 billion in 2002. Mr. Shapiro was a above accumulated lawyer, practicing at Goodman & Carr LLP from 1973 to 1987.

Trevor Fencott – President, Arch Controlling Administrator and Administrator

Mr. Fencott has been an controlling in the cannabis industry back 2013 as a co-founder of Mettrum Health Corp. area he additionally served as its arch acknowledged officer, accumulated secretary and administrator through its go accessible transaction in September 2014 and its consecutive accretion by Canopy Growth Corporation in January 2017. Additionally, he is a administrator of Push Basic Limited, an early-stage adventure basic aggregation absorption on the high-growth cannabis and agenda technology industries. In accession to acquaintance in the adapted cannabis industry, Mr. Fencott has added than 15 years of acquaintance operating, architecture and costs businesses in the technology and media sectors. Mr. Fencott serves on the lath of PopReach Incorporated, a all-around adaptable applications publisher, he was above President and Controlling Administrator of bitHeads Inc., a software development aggregation based in Ottawa as able-bodied as an broker and cardinal business adviser to Fuse Powered, a Toronto-based adaptable analytics and agenda administration company. Mr. Fencott holds a BA Hons. from Queen’s University and an LLB from the University of Western Ontario, Faculty of Law. He is a affiliate in acceptable continuing of the Law Society of Ontario.

Norman Inkster – Administrator

Norman Inkster was the 18th Commissioner of the RCMP and is a above President of INTERPOL. Afterward his career in the RCMP, Mr. Inkster abutting KPMG and became the Partner in allegation of KPMG Forensic Canada and afterwards the All-around Managing Partner KPMG Forensic. Mr. Inkster was appointed Armchair of the Advising Council on National Aegis by Prime Minister Harper a column he captivated for four years. Mr. Inkster served as an alien adviser to the Departmental Analysis Lath of Accessible Works and Government Casework Canada and now serves in a agnate accommodation with Accessible Safety Canada. Mr. Inkster has served on the boards of several about traded companies acting as armchair of both analysis and babyminding committees, the best contempo actuality Mettrum Health Corp., which was acquired by Canopy Growth Corporation. Mr. Inkster is currently the Armchair of Technical Standards and Safety Authority of Ontario. Mr. Inkster holds a BA (Honours) and an LLD (Honourary) from the University of New Brunswick. He is additionally an Honourary Arch of the Blackfoot association and an Honourary affiliate of the Cree Nation. Mr. Inkster is an Administrator of the Order of Canada.

Donald Wright -Director

Mr. Wright’s career in the banking industry has spanned over 40 years. He has captivated a cardinal of administration positions, including President of Merrill Lynch Canada (1990 to 1994), Controlling Vice President, administrator and affiliate of the controlling lath of Burns Fry Ltd. (1994), Chairman and Arch Controlling Administrator of TD Balance Inc. and Deputy Chairman of TD Bank Banking Group (2002). Mr. Wright retired from TD Bank in November 2002. Back his retirement, he has been an alive broker in both the clandestine and accessible disinterestedness markets and has been complex in costs baby and average cap companies with an accent in oil and gas, assets and technology and cannabis industries.

Fraser Sinclair – Arch Banking Administrator

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Mr. Sinclair is a adviser accouterment arch akin banking and business advising services. He has over 20 years of assorted arch administration acquaintance with TSX, TSXV, NYSE MKT and NASDAQ listed companies, absolute banking management, cardinal planning, acquisitions and accumulated restructurings. Mr. Sinclair has served as a administrator of Argentum Silver Corporation; Arch Banking Administrator and Accumulated Secretary of Royal Nickel Corporation; Arch Vice President and Arch Banking Administrator of Romarco Minerals Inc.; Vice President Finance and Arch Banking Administrator of North American Palladium Ltd. and Arch Banking Administrator and Accumulated Secretary of Cedara Software Corp. Mr. Sinclair is a Chartered Professional Accountant and becoming his appellation with Arthur Young & Aggregation (now Ernst & Young LLP). Mr. Sinclair is a affiliate of the Chartered Professional Accountants of Ontario and the South African Institute of Chartered Accountants and holds a Bachelor of Commerce from the University of the Witwatersrand in South Africa.

Mike Vioncek – Arch Operating Administrator

Mr. Vioncek comes with over 25 years of acquaintance in the operations of above retail brands beyond Canada. With abysmal acquaintance in adapted retail, Mr. Vioncek specializes in auspiciously aperture locations in a adapted retail space. Above-mentioned to abutting Fire & Flower, he was the President of Canadian Operations for Planet Fitness, specializing in aperture new food from area scouting, leasing, build-out, staffing through to alpha of operations. Previous to this, Mr. Vioncek was the Administrator of Operations for Liquor Food North America, Regional Administrator for Rexall/Katz Group Canada and District Operations Manager for the Hudson’s Bay Company.

About Fire & Flower Inc.

Fire & Flower is an absolute retail alternation that offers cannabis articles and accessories to the adult-use bazaar in ambit area the auction of cannabis by clandestine retailers is acknowledged under: (a) An Act apropos cannabis and to alter the Controlled Drugs and Substances Act, the Criminal Code and added Acts (the “Cannabis Act”) which came into aftereffect on October 17, 2018; and (b) applicative bigoted regimes for acclimation the auction of cannabis by accountant clandestine retailers. Fire & Flower was founded by arch acknowledged cannabis entrepreneurs in Canada, with cogent accumulated acquaintance in ablution premium, acknowledged businesses with all-encompassing acquaintance in the acknowledged cannabis space.

Fire & Flower was congenital beneath the Canada Business Corporation Act on March 17, 2017.

Fire & Flower has acquired bigoted licences to accomplish six cannabis retail food in Alberta and two cannabis retail food in Saskatchewan, and is advancing added licences to accomplish food in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.

Selected Banking Advice

The afterward table summarizes key unaudited banking and operating advice of Fire & Flower over the twenty-six weeks of Fiscal 2018 concluded August 4, 2018:

For added information, amuse contact:

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Cinaport Accretion Corp. IIAvi Grewal, Arch Controlling OfficerPhone: (416) 213-8118 Ext. 210E-mail: agrewal@cinaport.com

Fire & Flower Inc.Trevor Fencott, Arch Controlling OfficerE-mail: tfencott@fireandflower.com

This account absolution does not aggregate an action to advertise or a address of an action to buy any of the balance in the United States. The balance accept not been and will not be registered beneath the United States Balance Act of 1933, as adapted (the “U.S. Balance Act”) or any accompaniment balance laws and may not be offered or awash aural the United States or to U.S. Bodies unless registered beneath the U.S. Balance Act and applicative accompaniment balance laws or an absolution from such allotment is available.

Completion of the Condoning Transaction is accountable to a cardinal of conditions, including but not bound to, Exchange accepting and, if applicable, pursuant to Exchange requirements, majority of the boyhood actor approval. Area applicable, the Condoning Transaction cannot abutting until the appropriate approval is obtained. There can be no affirmation that the Condoning Transaction will be completed or at all.

Investors are cautioned that, except as appear in the administration advice annular or filing account to be able in affiliation with the Condoning Transaction, any advice appear or accustomed with account to the Condoning Transaction may not be authentic or complete and should not be relied upon. Trading in the balance of a basic basin aggregation should be advised awful speculative.

The TSX Adventure Exchange Inc. has in no way anesthetized aloft the claim of the proposed Condoning Transaction and has neither accustomed nor banned the capacity of this columnist release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This account absolution includes assertive “forward-looking statements” beneath applicative Canadian balance legislation. Advanced statements include, but are not bound to, statements with account to: the acceding and altitude of the proposed Condoning Transaction; the acceding and altitude of the proposed Clandestine Placement; use of funds; and the business and operations of the Aggregation afterwards achievement of the proposed Condoning Transaction. Advanced statements are necessarily based aloft a cardinal of estimates and assumptions that, while advised reasonable, are accountable to accepted and alien risks, uncertainties, and added factors which may account the absolute after-effects and approaching contest to alter materially from those bidding or adumbrated by such advanced statements. Such factors include, but are not bound to: accepted business, economic, competitive, political and amusing uncertainties; adjournment or abortion to accept board, actor or authoritative approvals; and the after-effects of operations. There can be no affirmation that such statements will prove to be accurate, as absolute after-effects and approaching contest could alter materially from those advancing in such statements. Accordingly, readers should not abode disproportionate assurance on advanced statements. Cinaport and Fire & Flower abandon any ambition or obligation to amend or alter any advanced statements, whether as a aftereffect of new information, approaching contest or otherwise, except as appropriate by law.

Neither the Exchange nor its Regulation Casework Provider (as that appellation is authentic in the behavior of the Exchange) accepts albatross for the capability or accurateness of this Columnist release.

Not for administration to U.S. account wire casework or broadcasting in the United States.

copyright (c) newsfile corp. 2018

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