An anonymous director reports

FIRE & FLOWER ANNOUNCES SPECIAL MEETING VOTING RESULTS

Fire & Flower Holdings Corp. has released the voting results from its special meeting of the company's shareholders, held earlier today to consider the previously announced: (a) private placement of 3,034,017 common shares of the company 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-million; and (b) amendments to the Series C common share purchase warrants of the company held by ACT, all as further described in the company's management information circular dated Nov. 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 and amendment agreement, each dated Oct. 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 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 Aug. 31, 2024, will be terminated pursuant to its terms.

About Fire & Flower Holdings Corp.

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 Hifyre 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.

We seek Safe Harbor.