FIRE & FLOWER ANNOUNCES COMMENCEMENT OF COURT-APPROVED SALE AND INVESTMENT SOLICITATION PROCESS

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

TORONTO, June 21, 2023 /CNW/ - 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") today announced that they have received approval from the Ontario Superior Court of Justice (Commercial List) (the "Court") under the Companies' Creditors Arrangement Act (the "CCAA") for (i) the implementation of a sale and investment solicitation process to be conducted by FTI Consulting Canada Inc., as Court-appointed monitor of the Fire & Flower Group (the "Monitor"), with the assistance of the Company (the "SISP"); and (ii) a stalking-horse agreement (the "Stalking Horse Agreement") between the Company and 2707031 Ontario Inc. (the "Stalking Horse Bidder"), an affiliate of Alimentation Couche-Tard Inc. ("ACT"), pursuant to which the Stalking Horse Bidder would act as stalking-horse bidder under the SISP.

The SISP is intended to solicit interest in, and opportunities for: (i) an investment in, restructuring, recapitalization, refinancing or other form of reorganization of the Fire & Flower Group or their business; and/or (ii) one or more sales or partial sales of all, substantially all, or certain portions of the property or the business of the Fire & Flower Group. The SISP sets forth the manner in which interested parties will be provided with an opportunity to participate in the SISP and submit offers, including receipt of a process summary describing the opportunity, access to a virtual data-room on execution of a non-disclosure agreement acceptable to Fire & Flower and the Monitor, and applicable deadlines for the submission of offers. Notwithstanding the Stalking Horse Agreement, all interested parties are encouraged to submit offers based on any form of opportunity that they may elect to advance pursuant to the SISP.

The deadline for qualified interested parties to submit non-binding letters of intent under Phase 1 of the SISP is set for July 13, 2023, at 5:00 p.m. (Toronto Time). Interested parties should refer to the SISP for information pertaining to other important deadlines and processes thereunder.

Those who are interested in participating in this SISP can contact the Monitor to receive additional information at:

FTI Consulting Canada Inc.
Toronto-Dominion Centre, TD South Tower
79 Wellington St W Suite 2010
Toronto, ON M5K 1G8

Attention:         Jeffrey Rosenberg
Email:              [email protected]

Copies of the SISP and Stalking Horse Agreement may be obtained from the website of the Monitor at: http://cfcanada.fticonsulting.com/fireandflower.

Each of ACT and the Stalking Horse Bidder is a "related party" of the Company and, accordingly, the transactions contemplated by the Stalking Horse Agreement (the "Stalking Horse Bid") 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 Company will rely on the exemption from the formal valuation requirement contained in Section 5.5(f) of MI 61-101 (Bankruptcy, Insolvency, Court Order) and 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 Stalking Horse Bid. The Company did not file a material change report more than 21 days before the execution of the Stalking Horse Agreement, as the details of the Stalking Horse Agreement were not finalized until immediately prior to the execution of the Stalking Horse Agreement, and the Company wished to execute the Stalking Horse Agreement as soon as practicable for sound business reasons.

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.

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) 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.