Fire & Flower Engages Financial Advisor

TORONTO, May 26, 2023 /CNW/ - Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") FAF FFLWF, today announced that it has engaged a financial advisor to assist the Company with reviewing strategic options including financing options.  As disclosed in the Company's interim financial statements and management discussion and analysis released on May 15, 2023, the Company will require additional financing and is actively pursuing financing options to raise additional capital in order to fund its operations, meet its future growth targets and continue to operate as a going concern. There is no assurance that these initiatives will be successful, timely or sufficient. Reference is made to Fire & Flower's financial statements and management discussion and analysis which are available on Fire & Flower's SEDAR profile at www.sedar.com and on Fire & Flower's website at https://investors.fireandflower.com including the disclosure under "Liquidity and Capital Resources" in the Company's interim management discussion and analysis and "Note 1-Nature of Operations and Going Concern" in the Company's interim financial statements.

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking statements are based on the opinions and estimates of management of Fire & Flower at the date the statements are made based on information then available to Fire & Flower. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Fire & Flower, which may cause Fire & Flower 's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include: the ability to continue to operate as a going concern as set out under "Liquidity and Capital Resources" in the Company's interim management discussion and analysis released on May 15, 2023 and "Note 1-Nature of Operations and Going Concern" in the Company's interim financial statements and released on May 15, 2023; the  availability of financing; the ability of the Company to increase revenues, improve profitability and cash flows;  final regulatory and other approvals or consents; fluctuations in general macroeconomic conditions; fluctuations in securities markets; and the ability of the Company to successfully achieve its business objectives. No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the headings "Risk Factors" in the Company's Annual Information Form dated March 28, 2023 and "Risks and Uncertainties" in the management discussion and analysis for the year ended December 31, 2022 and the quarter ended March 31, 2023, in each case filed on its issuer profile on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

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

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, 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 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.

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

SOURCE Fire & Flower Holdings Corp.