Fire & Flower Holdings Corp. announces, that, in connection with its creditor protection proceedings under the Companies’ Creditors Arrangement Act (CCAA) and its previously announced sale and investment solicitation process, the Company completed the transaction contemplated by that certain subscription agreement dated August 17, 2023 (the “Subscription Agreement”) with 2759054 Ontario Inc., operating as FIKA Cannabis.
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 http://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 http://fikasupply.com or contact hello@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. For further information regarding the CCAA proceedings, you can refer to FTI Consulting Canada Inc.’s (acting as the Monitor) website at http://cfcanada.fticonsulting.com/fireandflower.
