Mr. Andrew Barnes reports

COHO COLLECTIVE KITCHENS INC. ANNOUNCES FILING OF NEW OFFERING DOCUMENT

Coho Collective Kitchens Inc. has filed a new offering document dated July 31, 2023, to replace for all intents and purposes the offering document filed and announced on June 15, 2023, which has now expired.

The company is therefore conducting a new 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. This offering will be conducted on the same terms and conditions of, and replaces for all purposes, the offering announced on June 15, 2023, in order for the company to make the offering of LIFE units (as defined herein) to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption (the listed issuer financing exemption) under Part 5A of National Instrument 45-106 -- Prospectus Exemptions, subject to compliance with applicable regulatory requirements and in accordance with NI 45-106.

Each unit will be composed of 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 per warrant share 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 NI 45-106. 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., 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 for the offering on a commercially reasonable efforts basis. Upon closing of the offering, the company shall pay to the lead agent (together with any selling group formed by the lead agent, the agents): (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 (the cash commission) 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 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 agent's warrants.

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

The company expects to close the offering on or about Aug. 9, 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.