FAF Fire and Flower Holdings Corporation

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

TORONTO, June 15, 2023 /CNW/ - On June 5, 2023, Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF) and its subsidiaries, Fire & Flower Inc., 13318184 Canada Inc., 11180703 Canada Inc., 10926671 Canada Ltd., Friendly Stranger Holdings Corp., Pineapple Express Delivery Inc. and Hifyre Inc. (collectively, the "Fire & Flower Group") received an order for creditor protection (the "Initial Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") under the Companies' Creditors Arrangement Act (the "CCAA"). The Initial Order included, among other things: (i) a stay of proceedings in favour of the Fire & Flower Group; (ii) approval of a debtor-in-possession loan in the amount of $9,800,000 (the "DIP Loan") granted by 2707031 Ontario Inc. (the "DIP Lender"), an affiliate of Alimentation Couche-Tard Inc. ("ACT"); and (iii) the appointment of FTI Consulting Canada Inc. as monitor of the Fire & Flower Group (in such capacity, the "Monitor"). 

The Company today announced that the Initial Order has been amended and restated by the Court (the "Amended and Restated Initial Order") to provide for, among other things: (i) extension of the stay period until September 1, 2023; (ii) approval of a key employee retention plan (the "KERP") and obtaining a Court-ordered priority charge against the Company's assets for security for payments under the KERP; (iii) an increase of the amount of the Court-ordered charge over the Fire & Flower Group's assets, property and undertakings in connection with the DIP Loan; (iv) authority for the Fire & Flower Group to incur no further expenses in relation to any filings (including financial statements), disclosures, core or non-core documents, restatements, amendments to existing filings, press releases or any other actions that may be required by any federal, provincial, or other law respecting securities or capital markets in Canada, or by the rules and regulations of a stock exchange; and (v) an extension of the time limit to hold the annual general meeting of shareholders of the Company scheduled for June 22, 2023 until after the conclusion of the CCAA proceedings, subject to further order of the Court.

The Company's annual general meeting of shareholders previously called for June 22, 2023 is postponed until completion of the CCAA proceedings.

Copies of the Amended and Restated Initial Order may be obtained from the website of the Monitor at http://cfcanada.fticonsulting.com/fireandflower.

The Toronto Stock Exchange (the "TSX") has notified the Company that it intends to delist the Company's Common Shares effective as at close of trading on July 14, 2023.

The Company also announces that Ms. Suzanne Poirier has resigned as a director of the Company, effective June 14, 2023. The board of directors of the Company thanks Ms. Poirier for her contributions to the Company and wishes her all the best in her future endeavours.

Each of ACT and the DIP Lender is a "related party" of the Company and, accordingly, the DIP Loan constitutes a "related party transaction" of the Company under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Related party transactions under MI 61-101 typically require a formal valuation and minority shareholder approval unless exemptions from these requirements are available. The DIP Loan is not subject to the formal valuation requirement of MI 61-101. The Company will rely on the exemption from the minority approval requirement contained in Section 5.7(d) of MI 61-101 (Bankruptcy, Insolvency, Court Order) in respect of the DIP Loan.

Fire & Flower is a technology-powered, adult-use cannabis retailer with more than 90 corporate-owned stores in its network. 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 Company, please contact Investor Relations at investorrelations@fireandflower.com.

For further information regarding the CCAA proceedings, 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 delisting of the Company's Common Shares by the TSX, the results of the proceedings under the CCAA 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.sedar.com.

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.