/THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 11, 2021 /CNW/ - Kiaro Holdings
Corp. (TSXV: KO) (the "Company" or "Kiaro") a
Canadian Cannabis Retailer, is pleased to announce that it has
entered into an agreement with Canaccord Genuity Corp. on its own
behalf and, if applicable, on behalf of a syndicate of underwriters
(collectively the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase, on a bought deal private
placement basis, 18,750,000 units of the Company ("Units") at
a price of C$0.16 per Unit (the
"Issue Price"), for aggregate gross proceeds of C$3,000,000 (the "Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one half of one common share purchase warrant
(each whole warrant, a "Warrant"). Each Warrant will entitle the
holder thereof to purchase one Common Share at an exercise price of
C$0.23 for a period of 36 months from
the Closing Date.
The Company has also agreed to grant the Underwriters an
over-allotment option to purchase up to an additional 12,500,000
Units at the Issue Price, exercisable in whole or in part at any
time prior to the Closing Date. In the event the
over-allotment option is exercised in full, the aggregate gross
proceeds of the Offering will be C$5,000,000.
The Company has agreed to: (a) pay the Underwriters a cash
commission equal to 7.0% of the aggregate gross proceeds of the
Offering (payable in cash or Units at the option of the
Underwriters); and (b) issue that number of broker warrants (the
"Broker Warrants") to the Underwriters equal to 7.0% of the
aggregate number of Units issued pursuant to the Offering. Each
Broker Warrant shall entitle the holder thereof to acquire one Unit
at the Issue Price for a period of 36 months from the Closing
Date.
The Company intends to use the net proceeds of the Offering for
evaluating and funding possible retail expansion opportunities and
working capital.
The Offering is scheduled to close on or about March 4, 2021 (the "Closing Date"), and is
subject to certain conditions customary for transactions of this
nature, including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange.
The securities issued under the Offering will be subject to a
statutory hold period of four months and one day following the
Closing Date.
The securities to be offered pursuant to the Offering have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Kiaro Holdings Corp.
Based in Vancouver, British
Columbia, Kiaro is an independent, omni-channel cannabis
retailer and distributor. Through existing storefronts across
British Columbia and Saskatchewan, a wholesale distribution
division servicing Saskatchewan,
and plans for national expansion, Kiaro is driven to introduce new
and experienced consumers to a lifelong exploration of cannabis.
With more than 40 years of collective retail-focused experience,
Kiaro's leadership team has a proven track record of growing retail
brands across North America and
plans to open multiple retail locations nationwide over the coming
years.
Forward-Looking Information
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Kiaro, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to the Offering, the anticipated
Closing Date and the proposed use of proceeds of the Offering,
including the evaluation and funding of possible retail expansion
opportunities. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur. Forward-looking information is
based on information available at the time and/or management's
good-faith belief with respect to future events and are subject to
known or unknown risks, uncertainties, assumptions and other
unpredictable factors, many of which are beyond Kiaro's control.
These risks, uncertainties and assumptions include, but are not
limited to, those described in Kiaro Filing Statement dated
September 29, 2020, a copy of which
is available on SEDAR at www.sedar.com, and could cause actual
events or results to differ materially from those projected in any
forward-looking statements. Furthermore, any forward looking
information with respect to future expansion plans is subject to
the qualification that management of Kiaro may decide, and the
assumptions that any construction or conversion would not be cost
prohibitive, required permits will be obtained and the labour,
materials and equipment necessary to complete such construction or
conversion will be available. Accordingly, readers should not place
undue reliance on the forward-looking statements and information
contained in this news release. Kiaro does not intend, nor
undertake any obligation, to update or revise any forward-looking
information contained in this news release to reflect subsequent
information, events or circumstances or otherwise, except if
required by applicable laws.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE Kiaro Holdings Corp.