VANCOUVER, BC, March 11, 2021 /CNW/ - Kiaro Holdings Corp.
(TSXV: KO) ("Kiaro" or the "Company"), a Canadian
cannabis retailer and distributor, announces that further to its
news release of February 11, 2021, it
has now completed the previously announced private placement (the
"Offering") of units of the Company ("Units") at a
price of $0.16 per Unit for gross
proceeds of $3,000,000. The Offering
was carried out on a bought deal basis by Canaccord Genuity Corp.
(the "Underwriter"). Each Unit consists of one common share
of the Company ("Unit Share") and one half of one common
share purchase warrant of the Company (each whole common share
purchase warrant, a "Warrant"). Each Warrant entitles the
holder thereof to acquire one common share in the capital of the
Company (a "Warrant Share") at an exercise price of
$0.23 per Warrant Share at any time
before 5:00 p.m. (Vancouver Time) on
March 11, 2024, provided that, the
Warrants will be subject to the right of the Company to accelerate
the expiry date of the Warrants if, at any time following
July 12, 2021, the daily volume
weighted average trading price of the common shares of the Company
(the "Common Shares") on the TSX Venture Exchange is greater
than $0.35 per Common Share for the
preceding 10 consecutive trading days (the "Acceleration
Right"). The Acceleration Right will be exercisable by the
Company by delivery of the notice of acceleration (the
"Acceleration Notice") to the holders of the Warrants upon
the Company's exercise of the Acceleration Right by any means as
determined by the Company, acting reasonably, and the concurrent
issuance by the Company of a press release regarding the same,
whereupon the Warrants shall expire on the date that is not less
than 30 days immediately following the giving of the Acceleration
Notice.
The proceeds of the Offering will be used for evaluating and
funding possible retail expansion opportunities and working
capital.
In connection with the Offering, the Underwriters received a
cash commission in the aggregate amount of $210,000, which is equal to 7.0% of the gross
proceeds raised under the Offering and 1,312,500 non-transferable
broker warrants (the "Broker Warrants"), which is equal to
7.0% of the number of Units sold. Each Broker Warrant is
exercisable into one unit of the Company consisting of one Common
Share and one half of one Warrant ("BW Warrant") until
March 11, 2024, subject to the
Acceleration Right, at a price of $0.16 per Broker Warrant. Each BW Warrant will be
exercisable on the same terms as the Warrants.
All securities issued pursuant to the Offering are subject to
four month hold period expiring July 12,
2021.
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 use of proceeds of the
Offering, proposed retail expansion plans and management's ability
to execute on same, overall growth of the Canadian cannabis market
and retail opportunities, the award of new operating permits and
licenses in various jurisdictions, the future trading price of the
Common Shares, and the timing and amount of any dispositions of the
Common Shares. 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.
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.
For more information, visit: www.kiaro.com
SOURCE Kiaro Brands Inc.