Coho Announces Filing of New Offering Document

VANCOUVER, British Columbia, July 31, 2023 – Coho Collective Kitchens Inc. (“Coho” or the “Company”) (TSXV: COHO), a commercial real estate and food technology company that provides private and shared kitchen and food production space to a variety of businesses, is excited to announce that it has filed a new offering document (the "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 (the "Units") at a price of $0.22 per Unit (the "Issue Price"), for aggregate gross proceeds of up to $6,000,000 (the " Offering"). 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 below) 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 ("NI 45-106"), subject to compliance with applicable regulatory requirements and in accordance with NI 45-106.

Each Unit will be composed of one (1) common share in the capital of the Company (a "Common Share") and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) additional Common Share (a "Warrant Share") at a price of $0.40 per Warrant Share for a period of 36 months from the closing date of the Offering (the "Closing Date").

A maximum of 22,727,272 Units (the "LIFE Units") will be issued pursuant to the listed issuer financing exemption under part 5A of NI 45-106. The balance of the Units (the "4-Month Hold 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. ("Purebread"), 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. ("Canaccord" or the "Lead Agent"), 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% 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% of the number of Units issued under the Offering, at an exercise price equal to the Issue Price (the "Agent's Warrants"). 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 "President's List"). The compensation to the Agents for subscribers on the President's List shall be reduced to 3% 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 at www.sedarplus.ca and on the Company's website at: www.cohocollectivekitchens.com. 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 (the "1933 Act"), and in those 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 4-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 August 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.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Coho

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. For more information about how Coho is growing and innovating in the commissary space, visit https://www.cohocommissary.com.

Contacts

Andrew Barnes, Chief Executive Officer
andrew@cohocommissary.com
(778) 877-6513

Investor Relations
invest@cohocommissary.com
(604) 243-7355

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

Cautionary Statements Regarding Forward-Looking Information

Any “financial outlook” or “future oriented financial information” in this press release, as defined by applicable securities legislation, including (but not limited to) future revenues of Coho or Purebread, the future revenue of Purebread’s location at the Vancouver International Airport, and the combined profitability of Coho and Purebread following the Transaction has been approved by management of Coho. Readers are cautioned that any such financial outlook or future oriented financial information contained herein is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Coho and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, Coho’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future activities or results. This press release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws, including, without limitation, our statements related to the closing of the Transaction; the impact of the Transaction on the Company’s business and its growth plans; the costs savings and synergies anticipated from the Transaction, the success of Purebread’s YVR location; and the Company’s growth and acquisition plans in general.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, ”will”, “could”,  “intend”,  “estimate”,  “plan”, “anticipate”, “expect”, “believe”; or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Coho’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of Coho’s control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that Coho will not be able to complete the Transaction on the terms announced, within the anticipated timeline, or at all; that the actual impact of the Transaction on Coho’s business and growth strategy will not be as currently anticipated; that Coho’s other assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; that the parties may not obtain all required consents or approvals for the Transaction (including the approval of the TSXV); risks inherent in the ghost-kitchen, retail bakery, or coffeehouse sectors in general; that future results may vary from historical results; and competition in the markets where Coho operates. Except as required by securities law, Coho does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

All financial figures are approximate and in Canadian dollars, unless otherwise noted.