/NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES/
Shareholders approve share consolidation in
preparation for Nasdaq listing
Donald Wright
named Chair of the Board
TORONTO, June 9, 2021 /CNW/ - Fire & Flower Holdings
Corp. ("Fire & Flower" or the
"Company") (TSX: FAF) (OTCQX: FFLWF), today
announced the voting results from its Annual General and Special
Meeting of the Company's shareholders (the "Shareholders"),
held earlier today (the "Meeting"). The Company is pleased
to announce that all matters put forward before the Shareholders
for consideration and approval as set out in the Company's
management information circular dated April
30, 2021 (the "Circular"), were approved by the
requisite number of votes cast at the Meeting.
The shareholders voted in favour of the share consolidation
resolution, which is aimed at helping the Company satisfy the
listing requirements of the Nasdaq exchange. The approval by
shareholders allows the Company to consolidate shares at a ratio of
not greater than 1-for-10. The Nasdaq listing is a meaningful part
of the Company's capital markets presence as it continues to expand
as the leading global technology focused cannabis retailer.
The Company is also pleased to announce that Mr. Donald Wright has been appointed as Chair of the
Company's board of directors (the "Board"). Mr. Wright has
over 40 years of experience in the finance industry and has been
involved in financing small and medium sized companies across
several industries, including cannabis. Throughout his seasoned
career, he has held several positions in leadership including
President of Merrill Lynch Canada, Executive Vice President,
Director and Member of the Executive Committee of Burns Fry Ltd.,
Chairman and Chief Executive Officer of TD Securities Inc. and
Deputy Chairman of TD Bank Financial Group. He also has been
serving as President and Chief Executive Officer of The Winnington
Capital Group Inc. and Chairman of Metrolinx. Mr. Wright currently
serves as Chairman/Director of several TSX Venture Exchange listed
companies such as WildBrain Ltd., Richards Packaging Income Fund,
RF Capital Inc. and Cinaport Acquisition Corp.
A total of 59,134,498 common shares of the Company (the
"Common Shares") were represented at the Meeting, being
17.74% of the issued and outstanding Common Shares.
Each of the directors listed as a nominee in the Circular was
elected as a director of the Company at the Meeting. The detailed
results of the vote for the election of directors held at the
Meeting are set out below:
Nominee
|
Votes
For
|
%
|
Votes
Withheld
|
%
|
Harvey
Shapiro
|
43,893,946
|
85.99
|
7,151,654
|
14.01
|
Trevor
Fencott
|
46,893,866
|
91.87
|
4,151,734
|
8.13
|
Norman
Inkster
|
48,060,281
|
94.15
|
2,985,319
|
5.85
|
Sharon
Ranson
|
50,542,022
|
99.01
|
503,578
|
0.99
|
Donald
Wright
|
50,463,232
|
98.86
|
582,368
|
1.14
|
Avi
Grewal
|
40,612,677
|
79.56
|
10,432,923
|
20.44
|
Stéphane
Trudel
|
38,003,473
|
74.45
|
13,042,127
|
25.55
|
At the Meeting, the Shareholders approved, by the requisite
number of votes cast at the Meeting, all matters put forward before
the Shareholders for consideration and approval as set out in the
Circular. In addition to the election of the directors of the
Company as noted above, the Shareholders:
- fixed the number of directors of the Company to be elected at
the Meeting at seven (7);
- reappointed PricewaterhouseCoopers LLP as the auditors of the
Company for the ensuing year and authorized the board of directors
of the Company to fix their remuneration and terms of
engagement;
- passed a special resolution approving one or more future
consolidations of the Company's issued and outstanding Common
Shares on the basis of a consolidation ratio to be selected by the
Board of up to 10 pre-consolidation Common Shares for one (1)
post-consolidation Common Share, provided that, (a) the cumulative
effect of the one or more consolidations shall not result in a
consolidation ratio that exceeds 10 pre-consolidation Common Shares
for one (1) post-consolidation Common Share; and (b) such
consolidations occur prior to June 9,
2022;
- passed an ordinary resolution approving the Company's 2021
option plan (the "Stock Option Plan") as well as all
unallocated options, rights and entitlements thereunder;
- ratified and approved the grant of 4,517,918 options to
purchase Common Shares which were granted to certain employees,
officers and directors of the Company under the Stock Option
Plan;
- passed an ordinary resolution approving the Company's new
treasury performance and restricted share unit plan (the "PRSU
Plan") as well as all unallocated awards, rights and
entitlements thereunder; and
- ratified and approved the grant of 826,978 restricted share
units which were granted to certain employees and officers of the
Company and its affiliates under the PRSU Plan.
The Company has filed a report of the voting results on all
resolutions voted on the Meeting on the Company's SEDAR profile at
www.sedar.com.
About Fire & Flower
Fire & Flower is a leading, technology-powered, adult-use
cannabis retailer with more than 85 corporate-owned stores in its
network. The Company leverages its wholly-owned technology
development subsidiary, Hifyre Inc., 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, 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 American Acres Managers 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.
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: final 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 fiscal year ended January 30, 2021 filed on its issuer
profile on SEDAR at www.sedar.com. The
forward-looking statements contained in this new release are made
as of the date of this news 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.
SOURCE Fire & Flower Holdings Corp.