VANCOUVER, BC, Sept. 27, 2021 /CNW/ - Kiaro Holdings Corp. (KO: TSXV) ("Kiaro'' or the "Company"), a national omni-channel cannabis retailer and wholesale distributor, is pleased to announce that further to its news release dated July 13, 2021 , the Company completed a transaction (the "Transaction") with Aegis Brands Inc. ("Aegis") to acquire all the issued and outstanding shares of its subsidiary, 2734524 Ontario Inc. (dba Hemisphere Cannabis Co. or "Hemisphere"), which comprises a portfolio of 7 excellent retail locations in Ontario (the "Existing Locations") and two more locations subject to potential future development.

In connection with the Transaction, Kiaro issued to Aegis an aggregate of 61,300,000 common shares of Kiaro ("Kiaro Shares") and 6,700,000 common share purchase warrants, with each warrant exercisable to acquire one additional Kiaro Share at an exercise price of $0.16 , subject to customary adjustments. Aegis is also entitled to receive a further 6,700,000 Kiaro Shares on achievement of certain commercial milestones concerning the Existing Locations within the first year following the closing of the Transaction. As part of the purchase price paid to Aegis, Kiaro also issued to Aegis a secured, non-interest bearing and non-convertible promissory note in the amount of $104,628.90 , which is secured against the assets of Kiaro, and is repayable on or before September 24 , 2022. Concurrent with the closing of the Transaction and pursuant to the share purchase agreement dated July 12, 2021 , Steve Pelton has been appointed as a director of the Company.

KEY TRANSACTION HIGHLIGHTS INCLUDES NEW FORECASTED ANNUAL REVENUE OF $42.7 MILLION

The completion of the Transaction has doubled Kiaro's retail footprint and allows Kiaro to strategically establish a significant presence in the Ontario cannabis retail market. Combined with Kiaro's existing cannabis retail portfolio (6 in BC, 2 in Saskatchewan , 1 in Ontario ) Kiaro now owns 16 licensed cannabis retail stores. The Hemisphere portfolio adds to Kiaro's cash generating assets while providing the scale to achieve EBITDA positive returns in the next 12 months.

As a result, the Company expects annual forecasted revenue to increase to $42.7M with a gross margin of $13.7M immediately following closing. Moreover, after the opening of Kiaro's Kelowna location and the 2 Hemisphere potential development locations, the operational footprint will climb to up to 18 stores.

"The closing of this transaction is monumental for Kiaro. So far this fiscal year, we have more than doubled our retail footprint, from 7 stores in February to 16 stores today. The continued increase in our retail footprint to a potential of 18 stores by the end of the fiscal year will be beneficial for shareholders as we drive towards $50M in target revenue. Kiaro's past operational successes combined with our objective of exponential revenue and EBITDA growth demonstrate our performance advantage within the Cannabis Industry" stated Daniel Petrov , Chief Executive Officer of Kiaro.

"The management at Kiaro are best in class when it comes to retail professionals. We are happy to have our locations and our investment joined forces with a well positioned company like Kiaro" said Steven Pelton , President and CEO of Aegis Brands Inc.

Haywood Securities acted as financial advisor to Kiaro Holdings Corp. with respect to the Transaction. Kronos Capital Partners acted as financial advisor to Aegis Brands Inc with respect to the Transaction. MLT Aikens LLP acted as legal advisor to Kiaro Holdings Corp. Goodmans LLP acted as legal advisor to Aegis Brands Inc.

Transaction Approvals
The Transaction has largely received all necessary regulatory approvals with only certain customary post-closing deliverables required to applicable regulators.

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 , 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 by Q1 of 2022. This is in addition to a wholesale distribution division servicing Saskatchewan ; ecommerce sites in Canada , the US and Australia ; and plans for continued national expansion. 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 growing brands across North America and plans to open multiple retail locations nationwide over the coming years.

Aegis Brands Inc.
Aegis Brands Inc. owns and operates a portfolio of brands including Bridgehead Coffee. For more information, please visit www.aegisbrands.ca or find the Company on Facebook and Twitter.
Erin Richards , (416) 627-5728, [email protected]