Second Quarter Fiscal 2022 and Recent Highlights:

• Consolidated revenue for the second quarter of 2022 of $40.7 million, consistent with the previous quarter despite a reduction of nine retail stores during the current quarter, and a decrease of 6% compared to the same quarter last year 
• Launch of Spark Perks™ Member Pricing program in mid-May 2022, driving an 18% increase of average annualized sales per store in Q2 2022, compared to Q1 2022, and same store sales increase of 10% in the month of July 2022
• Launch of Firebird Delivery™ marketplace in seven Ontario cities (Toronto, Kingston, London, Ottawa, Oshawa, Guelph, North Bay).  Firebird Delivery™ leverages the Hifyre™ digital platform and Pineapple Express Delivery's logistics capabilities to power fulfillment by the Company's retail network, with same-day delivery windows and new "Rush Delivery" option for estimated delivery within one hour
• Adjusted EBITDA for the second quarter of 2022 was negative $6.0 million, reflecting strategic investments in Spark Perks Member Pricing Program, Hifyre digital platform and launch of Firebird Delivery in the quarter
• Launch of the Company's "Get-To-Green" initiative to increase sales and gross profit, and reduce selling, general and administrative expenses with a goal to generate positive Adjusted EBITDA and Free Cash Flow
• Cash on hand as of July 30, 2022 was $18.6 million

Fire & Flower Holdings Corp. ("Fire & Flower" or the "Company") (TSX: FAF) (OTCQX: FFLWD), today announced its financial and operational results for the fiscal 2022 second quarter ended July 30, 2022.

"Fire & Flower remains focused on the transformation of our business and strategic opportunities with a goal to deliver positive Adjusted EBITDA and Free Cash Flow. We are focusing on near-term initiatives such as the Spark Perks Member Pricing program and opportunities to generate additional consolidated gross profit dollars as competitive pressures, and license expansion outpacing market growth create challenging  market conditions across the industry. Our Member Pricing program has generated success by getting customers back in our stores and we will look to maximize the margin opportunities from all programs focused on driving gross profit dollars," said Stéphane Trudel, Chief Executive Officer of Fire & Flower.

"We continue to invest in our end-to-end Hifyre cannabis consumer technology platform and integrate our Wholesale and Logistics segment to deliver greater sustainable value across our business as one of the leading cannabis retailers. Alongside our strategic partner, Alimentation Couche-Tard, Fire & Flower remains focused on our long term, global outlook on technology-enabled cannabis retail both through our Spark Perks member program and Firebird rapid delivery service, which brings cannabis products to consumers' doors within hours. To deliver on our long term vision, we are focused on how we sustainably grow the business while also improving on near term financial performance and prudent use of capital."

Consolidated Financial Highlights

• Revenue of $40.7 million for Q2 fiscal 2022, representing a decrease of 6% from $43.3 million in the prior year comparative period, primarily due to increasing competition from new licences issued and pricing pressures in the cannabis retail market.
• Gross profit of $9.7 million (24% of revenue) for Q2 fiscal 2022, compared to $16.2 million (37% of revenue) in the prior year comparative period. The decline in gross profit dollars and margin reflects investment in the Spark Perks Member Pricing program, Firebird Delivery and Hifyre digital platform during the current fiscal quarter.
• Adjusted EBITDA of negative $6.0 million for Q2 fiscal 2022.
• Net loss of $21.6 million for Q2 fiscal 2022, compared to a net profit of $19.5 million in the prior year comparative period.
• Cash and cash equivalents balance of $18.6 million as at July 30, 2022, a decrease of $1.3 million from the fiscal year ended January 29, 2022.

• Retail revenue for Q2 fiscal 2022 decreased 5% to $30.4 million from $31.8 million in the prior year comparative period. Despite a reduction of nine retail stores during the current quarter, retail revenue increased 2.7% quarter-over-quarter as a result of the recent launch of the Spark Perks Member Pricing program.
• The new Spark Perks Member Pricing program, which launched in mid-May 2022, drove increased traffic to stores, resulting in an increase of 18% in average annualized sales per store compared to Q1 2022 and same-store-sales improvement of 10% from June 2022 to July 2022.
• Gross profit Q2 fiscal 2022 was $7.0 million (23.3% of revenue) compared to $10.9 million (34.1% of revenue) for the prior year comparative period. The year-over-year decline reflects the investment in launching the new Spark Perks Member Pricing program in the current quarter. Subsequent to quarter end, the Retail segment is already seeing improvement in both gross profit dollars and margin percentage, driven by increased number of transactions and units sold per store.
• Segment Adjusted EBITDA decreased to negative $4.5 million in Q2 fiscal 2022 compared to negative $0.7 million in the same quarter of the prior year.
• The Company had 92 stores open and in operation at the end of July 30, 2022, compared to 101 stores at the end of Q1 2022 and 91 stores at the end of Q2 fiscal 2021.

• The current fiscal year results include the operations of Open Fields Distribution wholesale business in the province of Saskatchewan and Pineapple Express Delivery, which was acquired on January 21, 2022.
• Wholesale and Logistics revenue in Q2 fiscal 2022 of $8.5 million, an increase of $0.7 million or 9% compared to the same quarter of the prior year.
• Gross profit in Q2 fiscal 2022 decreased to $0.9 million from $1.6 million in the same quarter of the prior year.
• Segment Adjusted EBITDA decreased to negative $0.4 million Q2 fiscal 2022 from positive $1.3 million in the same quarter of the prior year. 
• The year-over-year decline in gross profit and Segment Adjusted EBITDA reflects increased cost of sales and launch of Firebird Delivery in the current fiscal quarter.  

• Digital revenue of $1.9 million in Q2 fiscal 2022 compared to $3.7 million in the same quarter of the prior year.
• Gross profit margin was 89.5% for the quarter ended July 30, 2022 compared to 100% for the prior year comparative period.
• Segment Adjusted EBITDA decreased to $0.6 million in Q2 fiscal 2022 from $3.3 million in the prior year comparative period.
• The year-over-year decline in revenue and Segment Adjusted EBITDA is primarily due to a delay in renewals of data subscription agreements and reduced project-based data and analytics work in the current fiscal quarter, as the Company prioritized development of new products that have been launched in Q3 2022. Subsequent to quarter end, substantial renewal of data subscription agreements are anticipated to be completed through more favourable economics for data subscription customers, stabilizing monthly recurring revenues in future quarters.

• Announcement of Change in Board of Directors with Ms. Suzanne Poirier, Alimentation Couche-Tard executive joining in replacement of Mr. Guillaume Léger on August 12, 2022.
• Launch of Pineapple Express recreational cannabis delivery in the province of British Columbia on July 13, 2022.
• Changed year end to December 31. 

Non-IFRS Measures – Adjusted EBITDA

"Adjusted EBITDA" is a Non-IFRS metric used by management that does not have any standardized meaning prescribed by IFRS and may not be fully comparable to similar measures presented by other companies. Management defines the Adjusted EBITDA as the Income (loss) for the period, as reported, before income taxes and other expense (income) items such as finance costs, finance income, gains and losses related to derivative liability revaluations and debt extinguishments, and adjusted for share-based compensation, depreciation and amortization, impairment expense, impairment of right-of-use ("ROU") assets net of lease liabilities remeasurement, restructuring charges, professional fees associated with acquisitions, financing and strategic initiatives.

Adjusted EBITDA has been calculated differently than in periods prior to Q1 2021, where the Company previously included lease liability cash payments as disclosed in accordance with IFRS 16 "Leases" accounting standards. The updated measure reflects the Company's new approach to analyzing the consolidated operating performance across the business lines. The Company believes the updated definition is an alternative measure to assess performance as it provides meaningful operating results and facilitates period-to-period operating comparisons. As other companies may calculate this non-IFRS measure differently than the Company, this metric may not be comparable to similarly titled measures reported by other companies. We caution readers that Adjusted EBITDA should not be substituted for determining net income (loss) as an indicator of operating results, or as a substitute for cash flows from operating activities.

Adjusted EBITDA for the second quarter ended July 30, 2022 was negative $6.0 million compared to positive Adjusted EBITDA of $3.1 million for the comparable quarter for 2021 fiscal year.

Fire & Flower will host a webcast and conference call with Stéphane Trudel, Chief Executive Officer, and Judy Adam, Chief Financial Officer at 8:30 a.m. EDT on September 13, 2022. The webcast will discuss Fire & Flower's Fiscal 2022 second quarter financial and operational results.

Dial-In Information
Canada dial-in number (Toll Free): 1 833 950 0062
United States (Toll Free): 1 844 200 6205
All other locations: +1 929 526 1599
Access code:  573575

Webcast Sign-Up
https://events.q4inc.com/attendee/217086686

Replay Information (Available until October 4, 2022)
US Toll Free: 1 866 813 9403
Canada:  1 226 828 7578
All other locations:  +44 204 525 0658

Replay Code: 292857

Upon completion of the live conference call, a replay of the conference call will be accessible on Fire & Flower's website at https://investors.fireandflower.com/.

Fire & Flower's financial statements and management discussion and analysis for the period are available on Fire & Flower's SEDAR profile at www.sedar.com and on Fire & Flower's website at https://investors.fireandflower.com.

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^TM 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 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.

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

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 forward-looking statements include statements about the sales of Common Shares under the ATM Program and the use of the net proceeds of the ATM Program.  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: final  regulatory  and  other  approvals  or  consents;  fluctuations  in general macroeconomic conditions; fluctuations in securities markets; the impact of the COVID-19 pandemic; the  ability  of  the  Company  to  successfully achieve its business objectives, political and social uncertainties, demand for the Common Shares, market conditions, and the use of the net proceeds of the ATM program.

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 April 26, 2022 and "Risks and Uncertainties" in the management discussion and analysis for the thirteen weeks ended July 30, 2022 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.