/NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES/
TORONTO, Dec. 29, 2022 /CNW/ - Fire & Flower Holdings
Corp. ("Fire & Flower" or the "Company") (TSX:
FAF) (OTCWX: FFLWF), today announced the voting results from its
special meeting of the Company's shareholders (the
"Shareholders"), held earlier today (the "Meeting")
to consider the previously announced: (a) private placement of
3,034,017 common shares of the Company ("Common Shares") to
2707031 Ontario Inc., an indirect wholly-owned subsidiary of
Alimentation Couche-Tard Inc. "ACT") at a price of
$1.64798 per Common Share, for
aggregate proceeds of approximately $5,000,000 (the "Private Placement"); and
(b) amendments to the Series C Common Share purchase warrants of
the Company held by ACT (the "Series C Amendments"), all as
further described in the Company's management information circular
dated November 4, 2022. The Private
Placement and Series C Amendments were not approved by the
requisite number of votes of Shareholders at the Meeting.
In connection with the Private Placement and the Series C
Amendments not receiving the requisite Shareholder approval, it is
anticipated that the subscription agreement (the "Subscription
Agreement") and amendment agreement (the "Amendment
Agreement"), each dated October 17,
2022 between the Company and ACT with respect to the Private
Placement and Series C Amendments, respectively, will be terminated
pursuant to their terms. The Company also expects that its
previously announced amendment agreement (the "Debenture
Amendment Agreement") to extend the maturity date of the
approximately $2.4 million principal
amount of unsecured convertible debentures held by ACT from
June 30, 2023 to August 31, 2024 will be terminated pursuant to
its terms.
About Fire & Flower
Fire & Flower is a cannabis consumer retail and technology
platform with more than 90 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 best-in-class
retailing while the HifyreTM digital 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 ACT (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 Fire &
Flower U.S. Holdings upon the occurrence of certain changes to the
cannabis regulatory regime. To learn more about Fire & Flower,
visit www.fireandflower.com.
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"), including with respect to the
termination of the Subscription Agreement, the Amendment Agreement
and the Debenture Amendment Agreement. 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 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.
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 headings "Risk
Factors" in the Company's Annual Information Form dated
April 26, 2022 and "Risks and
Uncertainties" in the management discussion and analysis for the
thirteen weeks ended October 29, 2022
filed on its issuer profile on SEDAR at www.sedar.com. The
forward-looking statements contained in this press release are made
as of the date of this press 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.