- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- 40FR12B Initial registration of securities (Canada)
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
- 99.4 EX-99.4
- 99.5 EX-99.5
- 99.6 EX-99.6
- 99.7 EX-99.7
- 99.8 EX-99.8
- 99.9 EX-99.9
- 99.10 EX-99.10
- 99.11 EX-99.11
- 99.12 EX-99.12
- 99.13 EX-99.13
- 99.14 EX-99.14
- 99.15 EX-99.15
- 99.16 EX-99.16
- 99.17 EX-99.17
- 99.18 EX-99.18
- 99.19 EX-99.19
- 99.20 EX-99.20
- 99.21 EX-99.21
- 99.22 EX-99.22
- 99.23 EX-99.23
- 99.24 EX-99.24
- 99.25 EX-99.25
- 99.26 EX-99.26
- 99.27 EX-99.27
- 99.28 EX-99.28
- 99.29 EX-99.29
- 99.30 EX-99.30
- 99.31 EX-99.31
- 99.32 EX-99.32
- 99.33 EX-99.33
- 99.34 EX-99.34
- 99.35 EX-99.35
- 99.36 EX-99.36
- 99.37 EX-99.37
- 99.38 EX-99.38
- 99.39 EX-99.39
- 99.40 EX-99.40
- 99.41 EX-99.41
- 99.42 EX-99.42
- 99.43 EX-99.43
- 99.44 EX-99.44
- 99.45 EX-99.45
- 99.46 EX-99.46
- 99.47 EX-99.47
- 99.48 EX-99.48
- 99.49 EX-99.49
- 99.50 EX-99.50
- 99.51 EX-99.51
- 99.52 EX-99.52
- 99.53 EX-99.53
- 99.54 EX-99.54
- 99.55 EX-99.55
- 99.56 EX-99.56
- 99.57 EX-99.57
- 99.58 EX-99.58
- 99.59 EX-99.59
- 99.60 EX-99.60
- 99.61 EX-99.61
- 99.62 EX-99.62
- 99.63 EX-99.63
- 99.64 EX-99.64
- 99.65 EX-99.65
- 99.66 EX-99.66
- 99.67 EX-99.67
- 99.68 EX-99.68
- 99.69 EX-99.69
- 99.70 EX-99.70
- 99.71 EX-99.71
- 99.72 EX-99.72
- 99.73 EX-99.73
- 99.74 EX-99.74
- 99.75 EX-99.75
- 99.76 EX-99.76
- 99.77 EX-99.77
- 99.78 EX-99.78
- 99.79 EX-99.79
- 99.80 EX-99.80
- 99.81 EX-99.81
- 99.82 EX-99.82
- 99.83 EX-99.83
- 99.84 EX-99.84
- 99.85 EX-99.85
- 99.86 EX-99.86
- 99.87 EX-99.87
- 99.88 EX-99.88
- 99.89 EX-99.89
- 99.90 EX-99.90
- 99.91 EX-99.91
- 99.92 EX-99.92
- 99.93 EX-99.93
- 99.94 EX-99.94
- 99.95 EX-99.95
- 99.96 EX-99.96
- 99.97 EX-99.97
- 99.98 EX-99.98
- 99.99 EX-99.99
- 99.100 EX-99.100
- 99.101 EX-99.101
- 99.102 EX-99.102
- 99.113 EX-99.113
- 99.104 EX-99.104
- 99.105 EX-99.105
- 99.106 EX-99.106
- 99.107 EX-99.107
- 99.108 EX-99.108
- 99.109 EX-99.109
- 99.110 EX-99.110
- 99.111 EX-99.111
- 99.112 EX-99.112
- 99.113 EX-99.113
- 99.114 EX-99.114
- 99.115 EX-99.115
- 99.116 EX-99.116
- 99.117 EX-99.117
- 99.118 EX-99.118
- 99.119 EX-99.119
- 99.120 EX-99.120
- 99.121 EX-99.121
- 99.122 EX-99.122
- 99.123 EX-99.123
- 99.124 EX-99.124
- 99.125 EX-99.125
- 99.126 EX-99.126
- 99.127 EX-99.127
- 99.128 EX-99.128
- 99.129 EX-99.129
- 99.130 EX-99.130
- 99.131 EX-99.131
- 99.132 EX-99.132
- 99.133 EX-99.133
- 99.134 EX-99.134
- 99.135 EX-99.135
- 99.136 EX-99.136
- 99.137 EX-99.137
- 99.138 EX-99.138
- 99.139 EX-99.139
- 99.140 EX-99.140
- 99.141 EX-99.141
- 99.142 EX-99.142
- 99.143 EX-99.143
- 99.144 EX-99.144
- 99.145 EX-99.145
- 99.146 EX-99.146
- 99.167 EX-99.167
- 99.148 EX-99.148
- 99.149 EX-99.149
- 99.150 EX-99.150
- 99.151 EX-99.151
- 99.152 EX-99.152
- 99.153 EX-99.153
- 99.154 EX-99.154
- 99.155 EX-99.155
- 99.156 EX-99.156
- 99.157 EX-99.157
- 99.158 EX-99.158
- 99.159 EX-99.159
- 99.160 EX-99.160
- 99.161 EX-99.161
- 99.162 EX-99.162
- 99.163 EX-99.163
- 99.164 EX-99.164
- 99.165 EX-99.165
- 99.166 EX-99.166
- 99.167 EX-99.167
- 99.168 EX-99.168
- 99.169 EX-99.169
- 99.170 EX-99.170
- 99.171 EX-99.171
- 99.172 EX-99.172
- 99.173 EX-99.173
- 99.174 EX-99.174
- 99.175 EX-99.175
- 99.176 EX-99.176
- 99.177 EX-99.177
- 99.178 EX-99.178
- 99.179 EX-99.179
- 99.180 EX-99.180
- 99.181 EX-99.181
- 99.182 EX-99.182
- 99.183 EX-99.183
- 99.184 EX-99.184
- 99.185 EX-99.185
- 99.186 EX-99.186
- 99.187 EX-99.187
- 99.188 EX-99.188
- 99.189 EX-99.189
- 99.190 EX-99.190
- 99.191 EX-99.191
- 99.192 EX-99.192
- 99.193 EX-99.193
- 99.194 EX-99.194
- 99.195 EX-99.195
- 99.196 EX-99.196
-
19 Jan 22 40FR12B Initial registration of securities (Canada)
- 19 Jan 22 F-X Appointment of agent for service of process by issuers registering securities
Exhibit 99.145
NOTICE TO SHARHOLDERS OF FIRE & FLOWER HOLDINGS CORP.
REGARDING NOTICE-AND-ACCESS FOR OUR
2021 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
You are receiving this notice (the “Notice”) because you are a shareholder of Fire & Flower Holdings Corp. (the “Corporation”, “us”, “we” or “our”) as of April 30, 2021 (a “Shareholder”, and collectively, the “Shareholders”). The Corporation is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the management information circular (the “Information Circular”), the consolidated financial statements of the Corporation for the 52 weeks ended January 30, 2021 and the auditor’s report thereon (the “Annual Financial Statements”), the management’s discussion and analysis with respect to the Annual Financial Statements and other related materials of the Meeting (the “Meeting Materials”) to Shareholders in connection with the Corporation’s Annual General and Special Meeting to be held on June 9, 2021 (the “Meeting”).
By using notice-and-access, we can provide you with electronic access to the Meeting Materials instead of mailing paper copies – this is more environmentally friendly and cost-effective because it reduces paper use and the cost of printing and mailing the Meeting Materials to shareholders. A form of proxy or a voting instruction form is included with this Notice, and each includes instructions on how you can vote your shares.
When: | Wednesday, June 9, 2021 at 9:00 a.m. (Toronto time) |
Where: | Online by live webcast at https://web.lumiagm.com/471535935 |
Purposes of the Meeting:
(1) | to receive the Annual Financial Statements; |
(2) | to fix the number of directors of the Corporation to be elected at the Meeting at seven; |
(3) | elect the directors of the Corporation for the ensuing year; |
(4) | to reappoint PricewaterhouseCoopers LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix their remuneration and terms of engagement; |
(5) | to consider and, if deemed advisable, to pass, with or without amendment, a special resolution, the full text of which is set out in the Information Circular, approving one or more amendments to the articles of the Corporation for one or more future consolidations of the Corporation’s issued and outstanding common shares; |
(6) | to consider and, if thought advisable, to pass, with or without amendment, an ordinary resolution approving the Corporation’s 2021 share option plan (the “Stock Option Plan”) as well as all unallocated options, rights and entitlements thereunder; |
(7) | to consider and, if deemed advisable, pass, with or without amendment, an ordinary resolution ratifying and approving the grant of 4,517,918 options under the Stock Option Plan; |
(8) | to consider and, if thought advisable, to pass, with or without amendment, an ordinary resolution approving the Corporation’s new treasury performance and restricted share unit plan (the “PRSU Plan”); |
(9) | to consider and, if deemed advisable, pass, with or without amendment, an ordinary resolution ratifying and approving the grant of 826,978 restricted share units under the PRSU Plan; and |
(10) | to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
For more information regarding the items listed above, please review the Information Circular, including the sections of the Information Circular titled “Fixing Number of Directors”, “Election of Directors”, “Appointment of Auditors”, “Approval of Share Consolidation”, “Approval of the 2021 Share Option Plan”, “Ratification of Grants under the Stock Option Plan”, “Approval of the Treasury Performance and Restricted Share Unit Plan” and “Ratification of Grants under the PRSU Plan”.
Page 2 |
How to access the documents electronically
Electronic copies of the Meeting Materials are available online on our website at https://fireandflower.com/investor- relations and on SEDAR under the Corporation’s profile at www.sedar.com. The Meeting Materials and this Notice will remain available on our website for one year after being posted.
How to request paper copies – prior to the Meeting
If you would like to receive a paper copy of the Meeting Materials by mail, you must make a request. Requesting a paper copy is free of charge. You have received, with this Notice, a voting instruction form or a form of proxy on which a 15-digit or 16-digit control number is indicated. Shareholders with a 15-digit control number, namely registered Shareholders, may call Computershare Investor Services Inc. (“Computershare”) toll free at 1-866- 962-0498 within North America or 1 514-982-8716 outside North America to request a paper copy of the Meeting Materials. Shareholders with a 16-digit control number, namely non-registered Shareholders, may call Broadridge Investor Communications Corporation (“Broadridge”) toll free at 1-877-907-7643 within North America or 1-905- 507-5450 outside North America to request a paper copy of the Meeting Materials. In each case, Shareholders will be asked to enter the control number indicated on the voting instruction form or the form of proxy they received to request a paper copy of the Meeting Materials.
To receive the Meeting Materials in advance of the voting deadline and Meeting date, requests for paper copies must be received by no later than May 27, 2021. If you do request a paper copy of Meeting Materials, please note that another voting instruction form or form of proxy will not be sent, please retain the one received with this Notice of Meeting for voting purposes.
How to request paper copies – on or following the Meeting
If you request paper copies of the Meeting Materials on or after the date of the Meeting, or within one year of the Information Circular being filed, the documents will be sent to you at the address specified in the request within ten calendar days of receiving the request, by prepaid mail, courier or the equivalent. You can request paper copies free of charge by contacting the Corporation’s Investor Relations department at investorrelations@fireandflower.com, and non-registered Shareholders may contact Broadridge toll free at 1-877- 907-7643 within North America or 1-905-507-5450 outside North America.
How to vote your shares
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed voting instruction form or form of proxy.
In order for your securities to be voted at the Meeting your completed form of proxy or voting instruction form must be received by Computershare not later than 9:00 a.m. (Toronto time) on June 7, 2021, or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours before the time of the adjourned or postponed Meeting.
For more information on voting by proxy, please refer to the following sections of the Information Circular: “Voting at the Meeting”; “Non-registered Shareholders”; “Participating in the Meeting”; “Appointment of Proxyholders”; “Revocation of Proxy”; and “Voting of Proxies and Discretion Thereof”.
Shareholders are reminded to review the Information Circular before voting.
Questions
If you have any questions about notice-and-access and you are a registered Shareholder, please contact Computershare at 1-866-964-0492 (toll free in North America) between 8:30 a.m. and 8:00 p.m. (Toronto time) or at 1-514-982-6253 (outside North America) or online at www.investorcentre.com/service. If you are a non- registered shareholder, please contact Broadridge at 1-855-887-2244.