VANCOUVER, BC, May 31, 2021 /CNW/ - Kiaro Holdings
Corp. (TSXV: KO) ("Kiaro" or the "Company"), an omni channel
cannabis retailer and wholesale distributor, is pleased to
announce that the Company has entered into a definitive agreement
to acquire all issued and outstanding shares of Sculthorp SEO Inc.
("Cozy Cannabis"), which currently operates a highly desirable
retail location in Toronto and
three eCommerce business platforms (the "Transaction"). Completion
of the Transaction will launch Kiaro into the Ontario retail cannabis market, and provide
access to a new digital portfolio focused on the supply of high
quality consumption accessories to Canadian, American and
Australian consumers.
The total purchase price in connection with the Transaction of
$1,350,000 will be settled by
$850,000 in common shares of Kiaro,
and $500,000 in cash, subject to a
$50,000 holdback and customary
adjustments.
Key Transaction Highlights
- Provides Kiaro a strategic entry into the U.S. and
Australian market: The Transaction provides Kiaro with new
revenue segments from the U.S. and Australian jurisdictions with
consumption accessory sales. As a result of the Transaction, Kiaro
is well-positioned to take advantage of any future U.S. and
Australia advances towards federal
legalization.
- Solidifies Kiaro's strategic entry into Ontario: The prime location in the heart
of Trinity Bellwoods neighborhood of Toronto is Kiaro's first brick and mortar
store in the Ontario cannabis
retail market. The location on Dundas St W. will also serve as the
eCommerce hub for Ontario thereby
strengthening their best-in-class omni channel retail
approach.
- Expands the Company's eCommerce reach both nationally and
internationally: The addition of Vaped.ca, Vaped.com, and
VaporizersDirect.com.au, complements Kiaro's current eCommerce
platform and will strengthen Kiaro's technology-forward approach.
As part of the Transaction, members of the Cozy Cannabis executive
team will provide transitionary services to support the continued
growth of both the existing eCommerce platform and the newly
acquired consumption accessory eCommerce sites with further
investment and expansion.
- Executes on the plan of revenue and EBITDA growth through
acquisition: The portfolio adds to Kiaro's cash generating
assets while providing additional high margin revenue streams.
In connection with the Transaction, Kiaro is excited to announce
that Christian Sculthorp, founder
and CEO of Cozy Cannabis, will join the Kiaro team as Director of
eCommerce for a minimum period of six months. Mr. Sculthorp will
oversee the integration of the eCommerce sites into the Company and
will use his expertise and entrepreneurial drive to expand on
Kiaro's global digital footprint.
Daniel Petrov, Chief Executive
Officer of Kiaro stated, "Operational excellence has always been
Kiaro's driver - operating with one of cannabis retail's highest
gross margin rates demonstrates that ability. With this
acquisition, Kiaro adds international exposure with a high margin
accessory e-Commerce portfolio." Eleanor
Lynch, Kiaro's Chief Operating Officer, adds "In addition to
our operational goals, national expansion is one of Kiaro's primary
objectives for this year, and we look forward to serving the
community of Trinity Bellwoods with our first Ontario location."
Transaction Details
The Transaction is subject to applicable regulatory approvals
including, but not limited to, the Alcohol and Gaming Commission of
Ontario and TSX Venture Exchange
approval and the satisfaction of certain other closing conditions
customary in transactions of this nature.
It is anticipated that, subject to receipt of all regulatory
other approvals, the Transaction is expected to complete in
July 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: completion of the Transaction and
regulatory approval, proposed retail expansion plans and
management's ability to execute on same, overall growth of the
Canadian cannabis market and retail opportunities, the integration
and financial projections of digital portfolio, legalization and
the timing thereof of cannabis related laws in foreign
jurisdictions, the award of new operating permits and licenses in
various jurisdictions, and the timing and amount of any
dispositions of the Company's 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. These risks, uncertainties and
assumptions include, but are not limited to, those described in the
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.
For more information, visit: www.kiaro.com
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SOURCE Kiaro Holdings Corp.