KIARO HOLDINGS CORP. PROVIDES UPDATE ON MATURING DEBENTURE

VANCOUVER, BC, June 7, 2022 /CNW/ - Kiaro Holdings Corp. (TSXV: KO) ("Kiaro" or the "Company") announces that it has entered into an amending agreement dated effective May 31, 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 8.0% unsecured subordinate convertible debenture (the "Debenture") in the principal amount of $700,000 previously issued to the Holder. Pursuant to the Amending Agreement, the maturity date of the Debenture has been extended from May 31, 2022 to June 13, 2022 in order to facilitate continued negotiations between the Company and the Holder with respect to extending the maturity of the Debenture and the contractual terms thereunder.

As the Holder is a "related party" of the Company, the Company has struck a Special Committee of independent directors to negotiate with the Holder. There is no assurance that the Debenture will be satisfactorily renegotiated, and as a result, the Company may need to obtain additional financing in order to satisfy its repayment obligations under the Debenture and to meet its cash commitments.

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

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 successfully negotiate amendments to the Debenture or raise sufficient funds to discharge the Debenture and fund anticipated financing needs. 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.

Eleanor Lynch, Interim Chief Executive Officer; Investor Related Inquiries: Investor Relations, [email protected], 1-888-623-2420