VANCOUVER, BC, July 12, 2021 /CNW/ - Kiaro Holdings Corp.
(TSXV: KO) ("Kiaro" or the "Company"), a national omni-channel
cannabis retailer and wholesale distributor, is pleased to
announce the Company has completed the acquisition of 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 create 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 has been settled by the
issuance of $850,000 in common shares
of Kiaro ("Shares") at a price of $0.135 per Share, and $500,000 in cash, subject to a $50,000 holdback for certain performance and
transitionary matters and customary adjustments. Subject to and in
accordance with applicable securities laws, the Shares will be
subject to transfer restrictions releasable in tranches over the 18
months following closing.
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
anticipates being 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 at 1428 Dundas
St W 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 will also serve as the eCommerce hub
for Ontario thereby strengthening
the Company's 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 is expected to 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.
- Executes on the plan of revenue and EBITDA growth through
acquisition: The portfolio is expected to add to Kiaro's cash
generating cannabis retail 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 Kiaro's
global digital footprint.
Daniel Petrov, Chief Executive
Officer of Kiaro stated, "Omni-channel excellence has always been a
focus for Kiaro with one of the first private regulated cannabis
eCommerce sites in the country. With this acquisition, Kiaro adds
international exposure and operational expertise with a high margin
consumption accessory e-Commerce portfolio."
Eleanor Lynch, Kiaro's Chief
Operating Officer, adds "I'm excited to be back in my home province
of Ontario serving the historic
neighborhood of Trinity Bellwoods with our first Ontario location. The Kiaro team is
ready to scale our successful model nationally by growing our
footprint of brick and mortar retail stores, and leveraging our
success of same store revenue growth seen in this years last fiscal
quarter of 78%."
The Transaction is subject to the final approval of the TSX
Venture Exchange.
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, 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 50 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
SOURCE Kiaro Holdings Corp.