Fire & Flower Announces 2022 Annual General and Special Meeting Voting Results

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

TORONTO, July 25, 2022 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF), today announced the voting results from its Annual General and Special Meeting of the Company's shareholders (the "Shareholders"), held earlier today (the "Meeting"). The Company is pleased to announce that all matters put forward before the Shareholders for consideration and approval as set out in the Company's management information circular dated June 16, 2022 (the "Circular"), were approved by the requisite number of votes cast at the Meeting.

A total of 18,127,386 common shares of the Company (the "Common Shares") were represented at the meeting, being 40.01% of the issued and outstanding Common Shares.

Each of the directors listed as a nominee in the Circular was elected as a director of the Company at the Meeting. The detailed results of the vote for the election of directors held at the Meeting are set out below:

Harvey Shapiro and Norm Inkster did not stand for re-election at the Meeting. Each have been long-standing members of the Board and have seen the Company through several expansions and growth initiatives. Mr. Shapiro co-founded the Company in 2017 and served as Chair until 2021. Mr. Inkster has served on the Board since its inception and chaired the Company's Corporate Governance and Compensation Committee until January 2022.

"We would like to thank Harvey and Norm for the valuable time and guidance they have provided to management during their respective tenures on the Board. Their commitment to helping define and execute the Company's corporate strategic goals is greatly appreciated," commented Don Wright, Board Chair.

At the Meeting, the Shareholders approved, by the requisite number of votes cast at the Meeting, all matters put forward before the Shareholders for consideration and approval as set out in the Circular. In addition to the election of the directors of the Company as noted above, the Shareholders:

• fixed the number of directors of the Company to be elected at the Meeting at five (5);
• reappointed PricewaterhouseCoopers LLP as the auditors of the Company for the ensuing year and authorized the board of directors of the Company (the "Board") to fix their remuneration and terms of engagement;
• approved the Company's Amended and Restated 2021 share option plan (the "2021 Option Plan") as well as all unallocated options, rights and entitlements thereunder;
• approved amendments to the Company's (legacy) share option plan first in effect on February 13, 2019; and
• approved amendments to the Company's (legacy) share option plan which was ratified by Shareholders on November 29, 2019.

The Company has filed a report of the voting results on all resolutions voted on the Meeting on the Company's SEDAR profile at www.sedar.com.

About Fire & Flower

Fire & Flower is a leading, 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 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 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.

Through the strategic investment of Alimentation Couche-Tard Inc. (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.

Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger, Happy Dayz and Hotbox 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.

To learn more about Fire & Flower, visit www.fireandflower.com.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE Fire & Flower Holdings Corp.

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