Kiaro Holdings Corp. (Formerly DC Acquisition Corp.) Announces Final Exchange Bulletin and Commencement of Trading

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Oct. 16, 2020 /CNW/ - Kiaro Holdings Corp. (TSXV: KO) (the "Company") is pleased to announce the TSX Venture Exchange (the "TSXV") has published its final exchange bulletin in connection with the Company's previously announced qualifying transaction resulting in the reverse takeover of DC Acquisition Corp. ("DCA") by Kiaro Brands Inc. (the "Qualifying Transaction").

Trading in the Company's common shares ("Kiaro Shares") on the TSXV is expected to commence at market open on October 20, 2020.

Upon completion of the Qualifying Transaction, the total number of Kiaro Shares issued and outstanding on a non-diluted basis is 173,565,679, of which 5,174,510 Kiaro Shares held by non-Principals of the Company are legended in accordance with a Tier 2 Value Security Escrow Agreement release schedule to be released over a 36-month period upon completion of the Qualifying Transaction, 48,826,751 Kiaro Shares held by Principals of the Company are legended in accordance with a Tier 2 Value Security Escrow Agreement release schedule to be released over a 36-month period upon completion of the Qualifying Transaction (of which 48,397,085 Kiaro Shares are held by Daniel Petrov, Director, Chief Executive Officer and Control Person of the Company), and 6,547,913 Kiaro Shares are subject to a CPC Escrow Agreement. An additional 45,155,309 Kiaro Shares were issued to holders of certain convertible securities of Kiaro Brands Inc. who exercised their conversion rights immediately prior to the completion of the Qualifying Transaction.

For additional information regarding the Qualifying Transaction, see the Company's news release dated October 13, 2020.

Information About the Company

The Company is a holding company which holds 100% of the issued and outstanding securities of Kiaro Brands Inc.

Information About Kiaro Brands Inc.

Kiaro Brands Inc. is the resulting company of an amalgamation under the Business Corporations Act (British Columbia) of Aura Cannabis Inc. and Elora Capital Ltd. on September 9, 2019. 

Based in Vancouver, British Columbia, Kiaro Brands Inc., "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.For more information, visit kiaro.com.

Disclaimer

Investors  are  cautioned  that,  except  as  disclosed  in  the  Filing  Statement  prepared  in  connection  with  the  Transaction,  any  information  released  or  received  with  respect  to  the  Transaction  may  not  be  accurate  or  complete  and  should  not  be  relied  upon.  Trading  in  the  securities  of  the Company  should  be  considered  highly  speculative.

The TSXV has in no way passed upon the merits of the Transaction or the Offering and has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Forward-Looking Statements

This   press   release   may   contain   certain   forward-looking   information   and   statements   ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will",  "should",  "expects",  "continue",  "estimate",  "forecasts"  and  other  similar  expressions.  Readers  are  cautioned  to  not  place  undue  reliance  on  forward-looking  information.  Actual  results  and  developments  may  differ materially from those contemplated by these statements. The Company undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information  in  this  press  release  are  reasonable,  such  forward-looking  information  has  been  based  on  expectations,  factors  and  assumptions  concerning  future  events  which  may  prove  to  be  inaccurate  and  are  subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR  at  www.sedar.com.  The  forward-looking  information  contained  in  this  press  release  are  expressly  qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has  no  obligation  or  responsibility,  except  as  required  by  law,  to  update  or  revise  any  forward-looking information, whether as a result of new information, future events or otherwise.

Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to rounding  pursuant  to  the  process  of  completing  the  Consolidation  and  the  exchange  of  Kiaro securities for post-Consolidation common shares.

SOURCE Kiaro

Kiaro Holdings Corp., Daniel Petrov, Chief Executive Officer, E-mail: [email protected], Phone #: [phone]