FAF Fire and Flower Holdings Corporation

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

TORONTO, Aug. 17, 2023 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") today announced the completion of a virtual auction in respect of the Company (the "Auction") held by FTI Consulting Canada Inc., in its capacity as court-appointed monitor (the "Monitor") of the Company and its Canadian subsidiaries (collectively, the "F&F Group"). The Auction was held on August 15, 2023, in accordance with the Company's Court-approved sale and investment solicitation process (the "SISP") conducted by the Monitor. The Company further announced 2759054 Ontario Inc., operating as FIKA Cannabis ("FIKA"), as the successful bidder in the Auction.

Following the selection of FIKA as the successful bidder, the Company and FIKA entered into a subscription agreement (the "Subscription Agreement") dated August 17, 2023. The Subscription Agreement contemplates a Closing Date of September 8, 2023, subject to receipt of approval from the Ontario Superior Court of Justice (Commercial List) (the "Court") under the Companies' Creditors Arrangement Act (the "CCAA") and certain other regulatory approvals. The Company intends to appear before the Court as soon as possible to seek an order approving the transactions contemplated by the Subscription Agreement.

The Company further announces that John Chou has resigned as Chief Financial Officer of the Company and John Rim has been appointed Interim Chief Financial Officer. The board of directors of the Company thanks Mr. Chou for his contributions to the Company and wishes him all the best in his future endeavours.

Fire & Flower is a technology-powered, adult-use cannabis retailer. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent 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.

Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger and Firebird Delivery 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. Fire & Flower also has strategic licensing agreements for its brand and Hifyre digital platform in Canada and certain U.S. States.

For further information regarding the CCAA proceedings, including the SISP, you can refer to the Monitor's website at http://cfcanada.fticonsulting.com/fireandflower.

Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information are assumptions regarding our future operational results. These assumptions, although considered reasonable by the company at the time of preparation, may prove to be incorrect. Readers are cautioned that actual performance of the Company is subject to a number of risks and uncertainties, including the results of the proceedings under the CCAA (including under the Company's sale and investment solicitation process), closing of the transactions contemplated by the Subscription Agreement and any potential recovery for stakeholders of the Company, and results could differ materially from what is currently expected as set out above.

For more exhaustive information on these risks and uncertainties you should refer to our annual information form dated March 28, 2023 and "Risks and Uncertainties" in our management discussion and analysis for the year ended December 31, 2022 and the quarter ended March 31, 2023, in each case filed on our issuer profile on SEDAR+ at www.sedarplus.ca.  

Forward-looking information contained in this press release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time, whether as a result of new information, future events or otherwise, except as required by 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.