Fire & Flower Holdings Corp.  ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWF) and its wholly-owned subsidiary Hifyre™ Inc. ("Hifyre"), today announced the proposed acquisition (the "Acquisition") of all issued and outstanding shares of PGED Corp., ("PotGuide"), one of the world's largest cannabis websites and content platforms.

PotGuide / Hifyre / Fire & Flower - (c) 2021 Fire & Flower Holdings Corp. (CNW Group/Fire & Flower Holdings Corp.)

PotGuide is one of the most visited cannabis websites in North America, as reported by industry-standard online traffic tools. Along with the proposed acquisition of certain assets of Wikileaf Technologies Inc. ("Wikileaf") announced earlier this month, the Hifyre digital network will become one of the world's most visited networks of cannabis websites and content platforms.

Upon closing, the Acquisition is expected to be immediately accretive to the Company's revenue and profitability and will provide Hifyre with a U.S. base for technology and operations.

Following closing of the Acquisition, Hifyre intends to leverage this significant user traffic and its proprietary white-label dispensary e-commerce software to convert traffic into cannabis and accessory purchases. The purchases will be fulfilled by the Fire & Flower retail network across Canada and in California through its agreement with Fire & Flower U.S. Holdings Inc. Hifyre anticipates creating additional agreements with dispensary networks across Canada and the U.S. to fulfill cannabis purchases in as many geographic locations as possible.

PotGuide and Wikileaf bring an existing subscriber base of approximately 225,000 cannabis consumers into the Spark Perks™ ecosystem. Subscribers will be invited to enroll in the Company's Spark Perks™ member program, which already boasts over 300,000 subscribers. The program allows members to unlock unique benefits and helps Hifyre build a greater understanding of cannabis consumer preferences across North America as part of the Hifyre IQ data program.

"As Fire & Flower has grown over the past few years, we have successfully proven the value of our Hifyre data analytics retail platform and it is a great accomplishment to see the rapid success of our expanding digital strategy with the acquisition of PotGuide," shared Trevor Fencott, Chief Executive Officer of Fire & Flower. "Now that we are strategically acquiring two of the most visited cannabis online websites, PotGuide and Wikileaf, we have established Fire & Flower and Hifyre as leading global players in digital cannabis traffic and believe we can offer even greater value to these high-demand properties."

"PotGuide is excited to join the Fire & Flower and Hifyre network of properties and we look forward to continuing to build one of the leading North American cannabis technology companies," shared Jeremy Bamford, Chief Executive Officer of PGED Corp. "The ability to leverage the significant web traffic of PotGuide.com with Hifyre's cannabis e-commerce technology will enable us to offer an increased value proposition to our users and enhance the growth strategy of our business."

Definitive Share Purchase Agreement of PotGuide

The Company has entered into a definitive share purchase agreement for all issued and outstanding shares of PGED Corp., the Denver, Colorado based operator of PotGuide.com (the "Share Purchase Agreement").

Total consideration for the purchase is approximately US$8.5 million, payable by way of US$4.0 million cash consideration and 5,978,050 common shares of Fire & Flower based upon the Company's 10-day volume weighted average price. The Acquisition is anticipated to close during the Company's fiscal third quarter and is subject to the satisfaction or waiver of all conditions in the Share Purchase Agreement, including the receipt of applicable regulatory approvals (including the approval of the Toronto Stock Exchange).