& Kiaro Provides Additional Clarification on Board
Composition
VANCOUVER, BC, June 27,
2022 /CNW/ - Kiaro Holdings Corp. (TSXV: KO)
("Kiaro" or the "Company") announces that it has
entered into an amended agreement dated effective June 24, 2022 (the "Amending Agreement"),
with 1198341 B.C. Ltd. (the
"Holder"), a company beneficially owned and controlled by
Daniel Petrov, the Company's Chief
Executive Officer (currently on medical leave), director and
significant shareholder of the Company, in relation to the matured
8.0% unsecured subordinate convertible debenture (the
"Debenture") in the principal amount of $700,000 previously issued to the Holder. Under
the Amending Agreement, the Company has agreed to issue 800
convertible unsecured debenture units of the Company (the
"Units") at a price of $1,000
per Unit.
Each Unit will consist of (i) one 10% senior unsecured
convertible debenture (each, a "Convertible Debenture")
having a principal amount of $1,000,
maturing June 24, 2023 (the
"Maturity Date"), and (ii) that number of common share
purchase warrants (the "Warrants") obtained by dividing the
face value of the Convertible Debentures by the ten (10) day volume
weighted average price of the common shares of the Company
("Common Shares") on the TSX Venture Exchange
("TSXV") immediately preceding the date of issuance (the
"Conversion Price") or such greater price as may be required
by the TSXV. The Warrants shall be exercisable for a period
of three (3) years from the date of issuance.
The Convertible Debentures will be convertible into Common
Shares at the Conversion Price at any time, in whole or in part,
prior to the Maturity Date. The Convertible Debentures will also be
subject to an anti-dilutive clause requiring repricing of warrants
in case of any future private placements being completed under the
Conversion Price.
The Debentures will be subject to change of control provisions,
whereby the Holder can require the Company to repurchase the
Debentures at a price equal to 105% of the principal amount if the
Company disposes of substantially all of its assets or more than
50% of the Common Shares are acquired by a person or group of
persons acting jointly or in concert.
The Holder is a "related party" of the Company within the
meaning of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101").
The issuance of the Units to the Holder is exempt from the
valuation and from the minority shareholder approval requirements
of MI 61-101 by virtue of the exemptions contained in sections
5.5(a) and 5.7(1)(a) of MI 61-101, respectively, in that the fair
market value of the Units will not exceed 25% of the Company's
market capitalization.
The issuance of the Units remains subject to completion of final
documentation and approval of the TSXV.
Governance Clarification
Additionally, Kiaro would like to clarify its announcement on
May 27, 2022 that Ms. Janet Hoffer not only resigned her role as Chief
Financial Officer of the Company, but also resigned as a Director
of the Company and directorships of applicable Company
subsidiaries.
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.
Further Information
For more information, visit investors.kiaro.com
For our most recent analyst report, click here
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.
Cautionary Note Regarding Forward-Looking
Information
This press release contains statements which constitute
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of the Company with
respect to the Debenture and future business activities and
operating performance. Forward-looking information is often
identified by the words "may", "would", "could", "should", "will",
"intend", "plan", "anticipate", "believe", "estimate", "expect" or
similar expressions and includes information regarding the
negotiations of further amendments to the Debenture and the
discharge of the Debenture.
Investors are cautioned that forward-looking information is
not based on historical facts but instead reflect the Company's
management's expectations, estimates or projections concerning
future results or events based on the opinions, assumptions and
estimates of management considered reasonable at the date the
statements are made. Although the Company believes that the
expectations reflected in such forward-looking information are
reasonable, such information involves risks and uncertainties, and
undue reliance should not be placed on such information, as unknown
or unpredictable factors could have material adverse effects on
future results, performance or achievements of the Company. Among
the key factors that could cause actual results to differ
materially from those projected in the forward-looking information
are the following: the ability of the Company to
complete the Debenture issuance and receive all necessary
regulatory approvals therefor. This forward-looking information may
be affected by risks and uncertainties in the business of the
Company and market conditions.
Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results may vary materially
from those described herein as intended, planned, anticipated,
believed, estimated or expected. Although the Company have
attempted to identify important risks, uncertainties and factors
which could cause actual results to differ materially, there may be
others that cause results not to be as anticipated, estimated or
intended. The Company does not intend, and do not assume any
obligation, to update this forward-looking information except as
otherwise required by applicable law.
SOURCE Kiaro Holdings Corp.