TORONTO — Fire & Flower US Holdings Inc. (formerly American Acres Managers) (the “Company”), is pleased to announce that it has completed a non-brokered private placement of unsecured convertible debentures (the “Debentures”) in the principal amount of approximately $5,000,000 to the existing shareholders of the Company (the “Offering”). The net proceeds from the Offering will be used for acquisition capital, capital expenditures and general working capital.  With operations already in California, operating as Fire and Flower and utilizing the Hifyre platform, this unique partnership allows expansion to additional states including Colorado, bringing with it the incomparable Hifyre technology optimizing the personalized connection to customers. They are anticipating accessing two additional states in Q4 of 2022.

“Our team is excited to expedite the deployment of resources to expand both the Fire & Flower brand and the Hifyre platform to additional states, improving overall customer experience,” stated Joe Gullia, National Director of Retail.

The Debentures bear interest at 8% per annum and mature on August 2, 2024.  The Debentures may be converted, in whole or in part at the option of the Company, into common shares in the capital of the Company (“Common Shares”) at a minimum conversion price of $1.00 per share at any time prior to the maturity date. If Fire & Flower Holdings Corp. (TSX: FAF) acquires the Company under its purchase option previously announced on January 31, 2022, then the Debentures will automatically convert into Common Shares in accordance with their terms immediately prior to the closing of the acquisition.

About Fire & Flower US Holdings Inc.:

Through its various US subsidiaries and investments, the Company owns and operates retail assets across three states. Through its licensing agreement with Fire and Flowers Holdings Corp. the Company leverages Fire and Flower Holdings Corp’s branding and technology stack across it’s operations offering a differentiating approach to the US retail market.

Fire & Flower Holdings Corp. (“FAF”) holds an option to acquire the Company, which acquisition is expected to occur upon the federal legalization of adult-use cannabis in the United States or when otherwise permitted by the policies of the Toronto Stock Exchange (the “TSX”) or any other stock exchange on which FAF’s securities are listed for trading.