Mr. Andrew Barnes reports

COHO COLLECTIVE KITCHENS INC. ANNOUNCES OFFERING OF UNITS FOR GROSS PROCEEDS OF UP TO $6,000,000

Coho Collective Kitchens Inc. has arranged a brokered private placement of up to 27,272,727 units of the company at a price of 22 cents per unit for aggregate gross proceeds of up to $6-million.

Each unit will comprise one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at a price of 40 cents for a period of 36 months from the closing date of the offering.

A maximum of 22,727,272 units will be issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions. The balance of the units will be issued pursuant to other exemptions from the prospectus requirements found in NI 45-106.

The company intends to use the net proceeds of the offering for completing its previously announced acquisition of Purebread Bakery Inc. and the expansion of operations, and to provide general working capital to support operations.

In connection with the offering, Coho has entered into an agreement with Canaccord Genuity Corp., dated June 14, 2023, pursuant to which Canaccord will act as lead agent to assist the company with the offering on a reasonable-efforts basis. Upon closing of the offering, the company shall pay to the lead agent: (i) a cash commission equal to 8.0 per cent of the aggregate gross proceeds of the offering, payable in cash or units, or any combination of cash or units (at the option of the lead agent); and (ii) common share purchase warrants of the company, exercisable at any time prior to the date that is 36 months from the closing date to acquire that number of units equal to 8.0 per cent of the number of units issued under the offering, at an exercise price equal to the issue price. On the closing of the offering, the company shall also pay to the lead agent a corporate finance fee consisting of: (i) $50,000 (payable in cash); and (ii) 227,272 units (having a value equal to $50,000).

The company may provide a president's list of investors that can subscribe for up to $2-million of the offering. The compensation to the agents for subscribers on the president's list shall be reduced to 3 per cent for both cash commission and agents' warrants.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the offering of LIFE units is being made to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106.

The securities offered under the listed issuer financing exemption will not be subject to a hold period, in accordance with applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's SEDAR profile and on the company's website. Prospective investors should read this offering document before making an investment decision.

The agents will also be entitled to offer the units for sale in the United States, pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The four-month-hold units and all securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period, in accordance with applicable Canadian securities law, expiring four months and one day following the closing date of the offering.

The company expects to close the offering on or about July 31, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

About Coho Collective Kitchens Inc.

Coho is a growth-stage, community-driven commercial real estate and food technology company that provides private and shared kitchen and production space to food companies, from start-ups to restaurant groups seeking turnkey solutions and business services. Each of the company's customers, called members, are revenue-generating companies that have signed a membership agreement with Coho for an agreed-upon term. The concept falls in line with a rapidly growing trend in the food-delivery industry, creating a market for delivery-only and/or virtual restaurant concepts.

We seek Safe Harbor.