Mr. David Jenkins reports

KIARO PROVIDES ADDITIONAL INFORMATION REGARDING CLOSING OF BC RETAIL ASSETS SALE

Kiaro Holdings Corp. is clarifying its news release dated June 1, 2023, and has provided additional information regarding the closing of the sale of interest in and to certain cannabis retail stores operated by Kiaro Brands Inc. (KBI), the wholly owned subsidiary of the company, located in the province of British Columbia, to 1371511 B.C. Ltd.

Pursuant to an asset acquisition agreement dated Dec. 13, 2022, between the purchaser and KBI, KBI has completed the sale and disposition of certain books and records, assumed contracts, permits, inventory, fixed assets, leaseholds, and intangibles of the four retail cannabis stores located in British Columbia owned by KBI, operated from: (i) 2816 St. Johns St., Port Moody, B.C., V3H 2C1; (ii) 1666 Graveley St., Vancouver, B.C., V5L 3A7; (iii) 475 Gorge Rd. E, Victoria, B.C., V8T 2W1; and (iv) 1650 Pandosy St., Kelowna, B.C., V1Y 1P7.

Pursuant to the agreement, KBI further granted to the purchaser a right of first refusal to purchase all or any part of the KBI's interest in and to KBI's remaining cannabis retail stores, for a term of 36 months from the date of closing of the transaction.

The company received shareholder approval for the transaction at its annual general and special meeting of shareholders held on March 27, 2023. For additional information, please refer to the company's management information circular dated Feb. 23, 2023, which is available on the company's SEDAR profile, and the company's news release dated March 28, 2023.

Further to its news release dated April 18, 2023, the company wishes to clarify and confirm that The Marketing Alliance was not involved in the sale of the company's three Ontario retail locations located at: (a) Suite 100-65 Front St., Toronto, Ont., M5E 1B5; (b) 955 Westney Rd., South Ajax, Ont., L1S 3K7; and (c) 171 Rideau St., Ottawa, Ont., K1N 9P1.

Kiaro Holdings Corp.

Based in Vancouver, B.C., Kiaro is an independent, omnichannel cannabis retailer. Kiaro is driven to introduce new and experienced consumers to a lifelong exploration of cannabis.

We seek Safe Harbor.