Fire & Flower Holdings Corp. (“Fire & Flower” or the “Company”) announces, that, in connection with its creditor protection proceedings under the Companies’ Creditors Arrangement Act (the “CCAA”) and its previously announced sale and investment solicitation process, the Company completed the transaction (the “Transaction”) contemplated by that certain subscription agreement dated August 17, 2023 (the “Subscription Agreement”) with 2759054 Ontario Inc., operating as FIKA Cannabis (“FIKA”).
On August 29, 2023, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an approval and reverse vesting order under the CCAA (the “Order”) pursuant to which the Court approved the Subscription Agreement and Transaction, including, among other items, the sale and issuance by the Company of 1,000,000,000 Class “A” common shares (the “Purchased Shares”) to FIKA for an aggregate purchase price of $36,000,000 and the termination and cancellation of all capital shares, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities of the Company other than the Purchased Shares. A copy of the Order is available at cfcanada.fticonsulting.com/fireandflower.
In accordance with the Subscription Agreement and the Order, as of the date hereof all of the previously issued and outstanding securities of the Company (other than the Purchased Shares) have been cancelled without consideration and FIKA is now the sole securityholder of Fire & Flower by way of the issuance of the Purchased Shares.
An application has been made to the Ontario Securities Commission (the “OSC”) seeking orders (collectively, the “Orders”) for the revocation of the failure-to-file cease trade order issued by the OSC on August 28, 2023, as a result of the Company’s failure to file certain continuous disclosure documents, and to cease to be a reporting issuer in each of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut.
About FIKA Cannabis
FIKA is the lifestyle brand redefining cannabis retail. FIKA currently operates twenty-two licenced cannabis stores across Ontario, including flagship locations in Toronto’s Union Station and Distillery District. Providing exceptional service in a welcoming and intuitive store environment, FIKA is the destination for the modern cannabis consumer. Visit fikasupply.com to learn more.
About Fire & Flower
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, you can refer to FTI Consulting Canada Inc.’s (acting as the Monitor) website at cfcanada.fticonsulting.com/fireandflower.
Notice regarding forward-looking statements
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 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.