VANCOUVER, BC, Sept. 30, 2021 /CNW/ - Kiaro Holdings Corp.
(TSXV: KO) ("Kiaro" or the "Company") is pleased to
announce that it has appointed Research Capital Corporation
("RCC") as lead agent and sole bookrunner, on behalf of a
syndicate of agents (collectively with RCC, the "Agents"),
to sell, by way of a private placement on a commercially reasonable
best efforts basis, a minimum of 3,000 convertible debenture units
of the Company (the "Debenture Units") at a price of
$1,000 per Debenture Unit, for
minimum gross proceeds of $3,000,000
(the "Offering").
Each Debenture Unit consists of (i) one 8% senior unsecured
convertible debenture (the "Convertible Debenture") having a
face value of $1,000 and convertible
into common shares of the Company (each a "Common Share") at
a conversion price of $0.13 per
Common Share (the "Conversion Price") and maturing three
years from the Closing Date (as defined below) (the "Maturity
Date"); and (ii) 3,846 Common Share purchase warrants of the
Company (the "Warrants"). Each Warrant entitles the holder
thereof to purchase one Common Share at $0.16 per Common Share for a period of three
years following the Closing Date.
If, at any time following 1 year from the date of closing of the
Offering and prior to the Maturity Date, the thirty (30) day volume
weighted average price (VWAP) of the Common Shares on the TSX
Venture Exchange (the "Exchange"), or other principal
exchange on which the Common Shares are listed, is greater than
$0.26, the Company shall have the
right but not the obligation, at the Company's option, to convert
some or all of the then outstanding Convertible Debentures, less
any applicable withholding taxes, into Common Shares at the
Conversion Price (the "Accelerator Transaction Conversion
Option"), provided that the Company notifies the holders of the
Convertible Debentures with not less than thirty (30) days' notice
prior to the date the conversion is effected. To the extent, Kiaro
elects a partial conversion of pursuant to the Accelerator
Transaction Conversion Option, such conversion will be applied pro
rata to all then outstanding Convertible Debentures.
In addition, the Company will grant the Agents an option to
purchase up to 15% of additional Debenture Units exercisable in
whole or in part, at any time on or prior to the date that is 30
days following the Closing Date. To the extent this over-allotment
option is exercised, the Company's existing control block
shareholders will be permitted to increase their participation in
the Offering, if any, to maintain their fully diluted current
equity interest.
The net proceeds from the Offering will be used for working
capital and general corporate purposes.
"We are excited to welcome Research Capital, another major
institutional partner, to help meet the demand for Kiaro's unique
cannabis retail experience. The additional funds will align
Kiaro's best in class operating standards across a growing
portfolio of stores, including the 10 locations we recently
acquired in Ontario," said
Daniel Petrov, Chief Executive
Officer of Kiaro.
Closing of the Offering is expected on or about October 28, 2021, or such later or earlier date
as the Company and RCC may agree upon (the "Closing Date"),
and is subject to regulatory approval including that of the
Exchange.
The Debenture Units to be issued under the Offering will be
offered by way of private placement in each of the provinces of
Canada and such other
jurisdictions as may be determined, in each case, pursuant to
applicable exemptions from the prospectus requirements under
applicable securities laws. The securities being offered have not,
nor will they be registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. persons in the absence of U.S.
registration or an applicable exemption from the U.S. registration
requirements. This release does not constitute an offer for sale of
securities in the United
States.
Kiaro Holdings Corp.
Based in Vancouver, British
Columbia, Kiaro is an independent, omni-channel cannabis
retailer and distributor. Through existing storefronts across
British Columbia, Saskatchewan, and Ontario, and with the completion of the recent
acquisition of Hemisphere Cannabis from Aegis Brands, Kiaro has 16
stores in operation and another two expected in early 2022. This is
in addition to its wholesale distribution division servicing
Saskatchewan, and ecommerce sites
in Canada, the US and Australia. Kiaro is driven to introduce new
and experienced consumers to a lifelong exploration of cannabis.
With more than 70 years of collective retail and wholesale focused
experience, Kiaro's leadership team has a proven track record of
executing on acquisitions and financings, and moreover growing
brands across North America. The
Company plans to continue its growth trajectory through its
consumer-centric retail, ecommerce, and wholesale distribution
segments 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: expected completion of the
Offering, the timing and receipt of applicable approvals, and
use of proceeds. 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 filing statement of the Company
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.
For more information, visit investors.kiaro.com
For our most recent analyst report, click here
Daniel Petrov
Chief Executive Officer
SOURCE Kiaro Holdings Corp.