Just Kitchen Holdings Corp. — Capital/Financing Update 2021

Jun 10, 2021

Term Sheet June 8, 2021

Just Kitchen Holdings Corp

Bought Deal Public Offering of Common Shares

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer: Just Kitchen Holdings Corp (the “ Company ”). Offering: 11,900,000 common shares (the “ Offered Shares ”) in the capital of the Company. Offering Price: $1.35 per Offered Share (the “ Issue Price ”). Gross Proceeds: $16,065,000. Over-Allotment The Company has granted the Underwriters (as defined below) an option (the “ OverOption: Allotment Option ”), exercisable, in whole or in part, by Beacon (as defined below), on behalf of the Underwriters, at any time and from time to time up to 30 days following the Closing Date (as defined below), to purchase up to an additional number of Offered Shares (the “ Additional Shares ”) equal to 15% of the number of Offered Shares sold pursuant to the Offering at a price per Additional Share equal to the Issue Price to cover over-allotments, if any, and for market stabilization purposes. Use of Proceeds: The Company intends to use the net proceeds for build out of additional kitchens, international expansion, software development, brand acquisition and general corporate purposes. Form of Offering: Bought deal, by way of a prospectus supplement to the Company’s base shelf prospectus dated May 21, 2021, in each of the provinces of Canada, other than Quebec, and by way of private placement to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the Company and Beacon, each acting reasonably, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions. The Offered Shares may also be offered by the Underwriters for resale in the United States only to a limited number of Qualified Institutional Buyers (as defined in Rule 144A (“ Rule 144A ”) under the United States Securities Act of 1933 , as amended (the “ 1933 Act ”)) pursuant to Rule 144A, and pursuant to any applicable securities laws of any state of the United States. Any Offered Shares offered and sold in the United States shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the 1933 Act). Eligibility: The Offered Shares will be eligible for investment under certain statutes as well as for RRSPs, RRIFs, RESPs, DPSPs and TFSAs. Listing: The Company shall obtain the necessary approvals to list the Offered Shares and the common shares underlying the Compensation Options (as defined below) under the Company’s trading symbol “JK” on the TSX Venture Exchange, which listing shall be conditionally approved prior to the Closing Date. Bookrunner: Beacon Securities Limited (“ Beacon ”), on its own behalf and on behalf of a syndicate of underwriters (the “ Underwriters ”). Underwriters’ 6% cash fee; and Compensation: 6% compensation options exercisable into common shares at the Issue Price for 24 months following the Closing Date (the “ Compensation Options ”). Closing Date: On or about June 15, 2021 or such other date as mutually agreed to between Beacon and the Company, each acting reasonably.

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