Kiaro Holdings Corp.

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ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 9, 2021

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

AUGUST 9, 2021

These materials are important and require your immediate attention. They require shareholders of Kiaro Holdings Corp. to make important decisions. If you are in doubt as to how to make such decisions, please contact your professional advisors.

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KIARO HOLDINGS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of holders of common shares (the “ Shareholders ”) of Kiaro Holdings Corp. (“ KO ” or the “ Company ”) will be held at 300 - 110 East Cordova Street, Vancouver, BC, on Thursday, September 9, 2021, at 12:00 p.m. (PDT). The Meeting will also be available in virtual format, using the link https://web.lumiagm.com/298609246.

At the Meeting, Shareholders will be asked to:

receive the audited financial statements of the Company for its fiscal year ended January 31, 2021, and the reports of the auditors thereon;
fix the number of directors of the Company at six (6);
elect directors of the Company for the ensuing year;
appoint MNP LLP as the Company’s auditor for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;
consider and, if thought fit, approve by ordinary resolution the adoption of a stock option plan, all as more fully set forth in the accompanying management information circular (the “ Information Circular ”) of the Company;
consider and, if thought fit, approve by ordinary resolution of disinterested Shareholders the issuance of certain common shares in the capital of KO to certain directors and officers, all as more fully set forth in the Information Circular;
consider and, if thought fit, approve by ordinary resolution of disinterested Shareholders the creation of Aegis Brands Inc. as a new control person of KO, all as more fully set forth in the Information Circular; and
transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.

The Company is holding the Meeting as a hybrid meeting, with a virtual component that will be conducted via live webcast, where all Shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management as well as other Shareholders. Shareholders will also be able to attend in person; however, it is recommended by Management to attend virtually in light of the COVID-19 pandemic.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/298609246. Beneficial shareholders (being shareholders who hold their common shares of the Company through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting.

Registered holders of Common Shares electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Odyssey Trust Company (" Odyssey "), by mail to 350 – 409 Granville Street, Vancouver, BC V6C 1T2 Canada, by fax 800.517.4553, scan and email to [email protected] or hand delivery to the Kiaro at Suite 300, 110 East Cordova Street, Vancouver, BC V6A 1K9, in all cases ensuring that the form of proxy is received before 12 p.m. (PDT) on September 7, 2021, or if the Meeting is adjourned or postponed, at least 48 business hours (where “business hours” means hours on days other than a Saturday, Sunday or any other holiday in British Columbia) before the time on the date to which the Meeting is adjourned or postponed. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her

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discretion, without notice.

As a shareholder of the Company, it is very important that you read the Information Circular, and other Meeting materials carefully. They contain important information with respect to voting your shares and attending and participating at the Meeting.

A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Shares, including if you are a nonregistered shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting.

To register a proxyholder, shareholders MUST send an email to [email protected] and provide Odyssey with their proxyholder's contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email.

The Company reserves the right to take any additional precautionary measures in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak that the Company considers necessary or advisable including changing the time, date or location of the Meeting. Changes to the Meeting, time, date or location and/or means of holding the Meeting may be announced by way of news release. Please monitor the Company’s news releases as well as its website at https://kiaro.com/ for updated information. The Company advises you to check its website one week prior to the Meeting date for the most current information. The Company does not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

DATED at Vancouver, British Columbia, on August 9, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“ Daniel Petrov ”

Daniel Petrov Chief Executive Officer and Director

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MANAGEMENT PROXY CIRCULAR ........................................................................................................... 3 GENERAL INFORMATION CONCERNING THE MEETING AND VOTING ................................................ 3 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ....................................... 8 PRESENTATION OF FINANCIAL STATEMENTS ....................................................................................... 8 FIXING THE NUMBER OF DIRECTORS ..................................................................................................... 8 ELECTION OF DIRECTORS ........................................................................................................................ 9 APPOINTMENT OF AUDITOR ................................................................................................................... 11 ADOPTION OF STOCK OPTION PLAN ..................................................................................................... 11 APPROVAL OF BONUS SHARES ............................................................................................................. 13 APPROVAL OF CREATION OF A NEW CONTROL PERSON ................................................................. 14 EXECUTIVE COMPENSATION DISCLOSURE ......................................................................................... 16 MANAGEMENT CONTRACTS ................................................................................................................... 20 AUDIT COMMITTEE DISCLOSURE .......................................................................................................... 20 CORPORATE GOVERNANCE DISCLOSURE .......................................................................................... 22 ADDITIONAL INFORMATION .................................................................................................................... 24 OTHER BUSINESS .................................................................................................................................... 24 AVAILABLE INFORMATION....................................................................................................................... 24 APPROVAL OF BOARD ............................................................................................................................. 25

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KIARO HOLDINGS CORP.

MANAGEMENT PROXY CIRCULAR

(unless otherwise noted, as at August 9, 2021)

This management proxy circular (“ Information Circular ”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Kiaro Holdings Corp. (“ Kiaro ” or the “ Company ”) for use at the annual general and special meeting of shareholders (the “ Kiaro Shareholders ”) of Kiaro (the “ Meeting ”) to be held at 300 - 110 East Cordova Street, Vancouver, BC, and virtually via webcast, on Thursday, September 9, 2021 at 12:00 p.m. (PDT) and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the Notice of Meeting. For Kiaro Shareholders wishing to attend virtually, the Meeting will also be available via a webcast using the following details: https://web.lumiagm.com/298609246.

1. Notice Regarding Information

Information in this Information Circular is given as at August 9, 2021, unless otherwise indicated and except for information contained in the documents incorporated herein by reference, which is given as at the respective dates stated therein.

No person is authorized to give any information or make any representation not contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or proxy solicitation. Neither delivery of this Information Circular nor any distribution of the securities referred to in this Information Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Information Circular.

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

1. Time, Date and Place

In light of ongoing concerns regarding the spread of COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Company will hold its Meeting this year in a hybrid format, whereby the Meeting will be available both as an in-person meeting and in virtual format. The in-person meeting will be held at 300 - 110 East Cordova Street, Vancouver, BC, and the virtual meeting will be accessible using the link: https://web.lumiagm.com/298609246.

The Meeting will be held on Thursday, September 9, 2021 at 12:00 p.m. (PDT). The board of directors of Kiaro (the “ Board ”) has fixed the close of business on August 10, 2021, as the record date for the Meeting (the “ Record Date ”), being the date for the determination of the registered holders of common shares in the capital of Kiaro (the “ Common Shares ”) entitled to receive notice of and attend the Meeting.

In order to streamline the virtual meeting process, the Company encourages Kiaro Shareholders to vote in advance of the Meeting using the voting instruction form (" VIF ") or the form of proxy made available to them with the Meeting materials. Kiaro Shareholders wishing to attend the Meeting online at https://web.lumiagm.com/298609246.

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Virtual Meeting

In order to attend, participate or vote at the virtual Meeting (including for voting and asking questions at the virtual Meeting), Kiaro Shareholders must have a valid Username.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at web.lumiagm.com/298609246. Such persons may then enter the Meeting by clicking “I have a login” and entering a Username and Password before the start of the Meeting:

Registered shareholders: The control number located on the form of proxy (or in the email notification you received) is the Username. The Password to the Meeting is “kiaro2021” (case sensitive). If, as a registered shareholder, you are using your control number to login to the Meeting and you have previously voted, you do not need to vote again when the polls open. By voting at the Meeting, you will revoke your previous voting instructions received prior to voting cut-off.
Duly appointed proxyholders: Odyssey Trust Company (" Odyssey ") will provide the proxyholder with a Username by e-mail after the voting deadline has passed. The Password to the Meeting is “kiaro2021” (case sensitive). Only registered shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Beneficial shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as a guest but not be able to participate or vote at the Meeting. Kiaro Shareholders who wish to appoint a third party proxyholder to represent them at the Meeting (including be beneficial shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting) MUST submit their duly completed proxy or VIF AND register the proxyholder.

2. Solicitation of Proxies

This Information Circular is provided in connection with the solicitation by the management of Kiaro of proxies to be used at the Meeting. The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of Kiaro.

Kiaro has arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and Kiaro may reimburse the intermediaries for their reasonable fees and disbursements in that regard. Kiaro will bear all costs of this solicitation.

3. Appointment of Proxyholder

The individuals named in the accompanying form of proxy are officers and/or directors of Kiaro. If you are a Kiaro Shareholders entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the form of proxy accompanying this Information Circular, who need not be a Kiaro Shareholders, to attend and act for you and on your behalf at the Meeting.

The following applies to Kiaro Shareholders who wish to appoint a person (a “ third party proxyholder ”) other than the management nominees set forth in the form of proxy or VIF as proxyholder, including beneficial shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Kiaro Shareholders who wish to appoint a third party proxyholder to attend, participate or vote at the Meeting as their proxy and vote their Common Shares MUST submit their proxy or VIF (as applicable) appointing such third party proxyholder AND register the third party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or VIF. Failure to register the proxyholder will result in the proxyholder not receiving a Username to attend, participate or vote at the Meeting.

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Step 1: Submit your proxy or VIF: To appoint a third party proxyholder, insert such person’s name in the blank space provided in the form of proxy or VIF (if permitted) and follow the instructions for submitting such form of proxy or VIF. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or VIF. If you are a beneficial shareholders located in the United States, you must also provide Odyssey with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.
Step 2: Register your proxyholder: To register a proxyholder, Kiaro Shareholders MUST send an email to [email protected] by 12 p.m. (PDT) on September 7, 2021, and provide Odyssey with the required proxyholder contact information, amount of Common Shares appointed, name in which the Common Shares are registered if they are a registered shareholders, or name of broker where the Common Shares are held if a beneficial shareholders, so that Odyssey may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting.

If you are a beneficial shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

4. Voting by Proxyholder

The persons named in the form of proxy accompanying this Information Circular will vote or withhold Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. In the absence of any instructions to the contrary, the Common Shares represented by proxies received by management will be voted FOR the approval of the resolutions described herein, among other things.

The form of proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified;
(b) any amendment to or variation of any matter identified therein; and
(c) any other matter that properly comes before the Meeting or any adjournments thereof.

At the date of this Information Circular, management of Kiaro knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any other matters do properly come before the Meeting, it is intended that the person appointed as proxy will vote on such other business in such manner as that person then considers to be proper.

Kiaro is not using the “notice-and-access” delivery procedures established under Canadian securities legislation.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/298609246. Beneficial shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest and view the webcast but will not be able to participate or vote at the Meeting.

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5. Registered Kiaro Shareholders

Registered holders of Common Shares may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered holders of Common Shares electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Odyssey, by mail to 350 – 409 Granville Street, Vancouver, BC V6C 1T2 Canada, by fax 800.517.4553, scan and email to [email protected] or hand delivery to the Kiaro at Suite 300, 110 East Cordova Street, Vancouver, BC V6A 1K9, in all cases ensuring that the form of proxy is received before 12 p.m. (PDT) on September 7, 2021, or if the Meeting is adjourned or postponed, at least 48 business hours (where “business hours” means hours on days other than a Saturday, Sunday or any other holiday in British Columbia) before the time on the date to which the Meeting is adjourned or postponed.

6. Beneficial Kiaro Shareholders

The following information is of significant importance to Kiaro Shareholders who do not hold Common Shares registered in their own name.

Beneficial shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of Kiaro as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholders’ name on the records of Kiaro. Such Common Shares will more likely be registered under the names of intermediaries. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co., as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from beneficial shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of beneficial shareholders – those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “ NOBOs ” for Non-Objecting Beneficial Owners). The voting mechanism for OBOs and NOBOs are the same for the purposes of the Meeting.

Beneficial shareholders should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

Kiaro does not intend to pay for intermediaries to deliver to the beneficial shareholders the Meeting materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary. Beneficial shareholders will not receive the materials unless the beneficial shareholders' intermediary assumes the cost of delivery.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered holders of Common Shares. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by Kiaro. The VIF will name the same persons as the Company’s proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a beneficial shareholder), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person maybe you. To exercise this right, insert the name of the desired representative (which may be yourself) in

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the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

7. Notice to Kiaro Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and are being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada in which the Company is a reporting issuer. The proxy solicitation rules under the U.S. Exchange Act are not applicable to Kiaro or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the applicable securities laws of the provinces of Canada. Kiaro Securityholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Kiaro Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Kiaro is existing under the Business Corporations Act (British Columbia), all of its directors and its executive officers are residents of Canada and all of its assets and the assets of such persons are located outside the United States. Kiaro Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

If you are a beneficial shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, you must also obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from beneficial shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to [email protected] and received by 12 p.m. (PDT) on September 7, 2021.

8. Revocation of Proxy

In addition to revocation in any other manner permitted by law, a registered shareholders who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered holder of Common Shares or the authorized attorney thereof in writing, or, if the registered holder of Common Shares is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to [email protected], at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or
(b) personally, attending the Meeting and voting the registered holder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company is an unlimited number of Common Shares. As at the date of this Information Circular, 198,827,213 Common Shares are issued and outstanding.

Kiaro Shareholders registered as at the Record Date, being August 10, 2021, are entitled to attend and vote at the Meeting. Kiaro Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and executive officers of Kiaro, as of the date of this Information Circular, the following persons beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the issued and outstanding Common Shares are as follows:

Name	Number of Common Shares Owned	Percentage of Class %
Daniel Petrov	53,388,917(1)	26.85

PRESENTATION OF FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended January 31, 2021 (the “ Financial Statements ”) and the independent auditor’s report thereon (the “ Auditor’s Report ”), will be presented to Kiaro Shareholders at the Meeting.

The Financial Statements, Auditor’s Report, and management’s discussion and analysis (“ MD&A ”) for the financial year ended January 31, 2021, are available under the Company’s profile on SEDAR at www.sedar.com. The Notice of Meeting, Circular, Request for Financial Statements and Proxy will be available from Odyssey, 350-409 Granville Street, Vancouver, British Columbia, V6C 1T2.

FIXING THE NUMBER OF DIRECTORS

Shareholders of Kiaro will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors of Kiaro at six (6).

1. Board Size Resolution

At the Meeting, the shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “ Board Size Resolution ”):

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that the number of directors of the Company be set to six (6).

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by Kiaro Shareholders voting Common Shares at the Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH KIARO SHAREHOLDER VOTE “FOR” THE BOARD SIZE RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Board Size Resolution.

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ELECTION OF DIRECTORS

A Kiaro Shareholder can vote for all of the below nominees, vote for some of the below nominees and withhold for other of the below nominees, or withhold for all of the below nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth below as directors of Kiaro.

The directors of Kiaro are elected annually and hold office until the next annual general meeting of Kiaro Shareholders or until their successors are elected or appointed. Management of Kiaro proposes to nominate the persons listed below for election as directors of Kiaro to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by management of Kiaro will be voted for the nominees listed in this Information Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the nominees for election as directors, the offices they hold within Kiaro, their occupations, the length of time they have served as directors of Kiaro, and the number of Common Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Information Circular.

Name, province or state and country of residence and position, if any, held in Kiaro	Principal occupation during the past five years	Served as director since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Number of Stock Options Outstanding
DANIEL PETROV British Columbia, Canada CHIEF EXECUTIVE OFFICER and DIRECTOR	CEO and Director of Kiaro since October 2020, CEO and Director of Kiaro Brands Inc. (formerly Aura Cannabis Inc.) (“KBI”) from December 2017 to present, Former Executive Vice President of Aurora Marijuana Inc. (Aurora Cannabis Inc.) from June 2014 to November 2016, and Former Director of Mojave Jane Brands Inc. (formerly, High Hampton Holdings Corp.) from June 2017 to May 2019	October 2020(3)	49,597,251 (Direct) 3,791,666 (Indirect)	1,600,000
HERRICK LAU(2) British Columbia, Canada DIRECTOR (Independent)	Managing Director of Baron Global Financial Canada Ltd. from July 2007 to present.	October 2020	5,000 (Direct)	400,000
JANET HOFFAR British Columbia, Canada CHIEF FINANCIAL OFFICER, CORPORATE SECRETARY and DIRECTOR	CFO and Director of Kiaro since October 2020, CFO and Director of KBI from June 2020 to present, Interim CFO of KBI from October 2019 to May 2020, Managing Partner at Stonestreet Management Ltd. from May 2013 to present, Former CFO and Directorof Fieldhouse Capital	October 2020(4)	279,750 (Direct) 457,029 (Indirect)	1,600,000

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	Management Inc. and Fieldhouse Pro Funds Inc. from October 2014 to March 2019.
SHAWN GRAHAM(2) New Brunswick, Canada DIRECTOR (Independent)	President and CEO of G and R Holdings Inc.	October 2020	Nil.	400,000
COLIN DAVIS(2) British Columbia, Canada _DIRECTOR _	Co-founder and Managing Partner of Optimize Consulting Inc.	April 2021	170,000 (Direct)	485,000
MARK CROCKER(5) Alberta, Canada PROPOSED DIRECTOR (Independent)	Co-founder and President of Optimize Consulting Inc.	Proposed Director	170,000 (Direct)	85,000

Note:

(1) The information as to Common Shares beneficially owned or controlled has been provided by the nominees themselves.
(2) A member of the Audit Committee.
(3) Mr. Petrov has been acting as the Chief Executive Officer and director of KBI, prior to the completion of its Qualifying Transaction with DC Acquisition Corp. in October 2020, since September 2019.
(4) Ms. Hoffar has been acting as the Chief Financial Officer and director of KBI, prior to the completion of its Qualifying Transaction with DC Acquisition Corp. in October 2020, since June 2020.
(5) Mr. Crocker's appointment is subject to the approval of the TSX Venture Exchange. Mr. Crocker is a veteran of the UK banking industry with broad experience within both retail and corporate banking. In a career spanning 28 years, his roles held include Strategy, CRM, Business Development, Change Management, Brand, Product and Project Management. In 2006, Mr Crocker moved to Canada and has spent the majority of the intervening years as co-founder and President of Optimize Consulting Inc., a Canadian-based management consulting firm specializing in strategy, leadership and change. He has worked with public, private and not-for-profit organizations on a wide array of strategic and business planning efforts, has completed consultancy work in Europe, North America, Asia and South America and has undertaken public speaking engagements on a range of business subjects. Mr. Crocker has an Executive International MBA from Henley focused on international strategy and is a Chartered Marketer.

Other than as set forth below, no proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

1. Corporate Cease Trade Orders or Bankruptcies

To the knowledge of Management, no director or proposed director of Kiaro is, or within the ten years prior to the date of this Information Circular has been, a director or executive officer of any company, including Kiaro, that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied Kiaro access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of Kiaro being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

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2. Individual Bankruptcies

To the knowledge of Management, no director or proposed director of Kiaro has, within the ten years prior to the date of this Information Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

3. Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

APPOINTMENT OF AUDITOR

In connection with the qualifying transaction of Kiaro, which closed on October 13, 2021, MNP LLP, Chartered Accountants (“ MNP ”), of Vancouver, British Columbia, was appointed as auditors of Kiaro. Management of the Kiaro has nominated MNP for appointment as auditor of Kiaro. Proxies given pursuant to this solicitation will, on any poll, be voted as directed and, if there is no direction, for the appointment of MNP, as the auditor of Kiaro to hold office for the ensuing year with remuneration to be fixed by the directors of the Company.

1. Appointment of Auditor Resolution

At the Meeting, the Kiaro Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “ Appointment of Auditor Resolution ”):

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that MNP LLP, Chartered Accountants, be appointed as the auditors of Kiaro, and the board of Directors of Kiaro are hereby authorized to fix the remuneration of MNP LLP, Chartered Accountants.

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by Kiaro Shareholders voting Common Shares at the Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE APPOINTMENT OF AUDITOR RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Appointment of Auditor Resolution.

ADOPTION OF STOCK OPTION PLAN

Kiaro is seeking shareholder approval of its “rolling” stock option plan (the “ Stock Option Plan ”) adopted by the Board on January 29, 2018. There are currently 10,861,790 stock options granted under the Stock Option Plan representing 5.46% of the issued and outstanding Common Shares. Pursuant to the policies of the TSX Venture Exchange (the “ TSXV ”), the Stock Option Plan must be approved by the Kiaro Shareholders at the Meeting. Accordingly, Kiaro is seeking ratification and approval of the Stock Option Plan by the Kiaro Shareholders.

The purpose of the Plan is to provide Kiaro with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants, to incent such individuals to contribute toward the longterm goals of Kiaro, and to encourage such individuals to acquire Common Shares as long-term investments.

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The maximum number of Common Shares issuable under the Stock Option Plan, together with the number of Common Shares issuable under outstanding options granted otherwise than under the Plan, shall not exceed 10% of the Common Shares outstanding from time to time. As of the date of this Information Circular, Kiaro is eligible to grant up to 19,882,721 options under its Stock Option Plan. There are presently 10,861,790 options granted.

1. Terms of the Stock Option Plan

Options may be granted under the Stock Option Plan to directors, officers, employees and consultants of Kiaro and its subsidiaries, as the Board may from time to time designate.

The exercise price shall be that price per share, as determined by the Board in its sole discretion as of the award date, at which an option holder may purchase a Common Share upon the exercise of an option, and shall not be less than the last closing price of the Common Shares traded through the facilities of the TSXV prior to the grant of the option, less any discount permitted by the TSXV, or such other price as may be required by the TSXV.

The maximum number of Common Shares reserved for issuance in any 12 month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares. The maximum number Common Shares reserved for issuance in any 12 month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares. Disinterested shareholder approval must be obtained for any grant of stock options to “Insiders” (as such term is defined in the policies of the TSXV) of the Company, within a 12 month period, of a number of stock options exceeding 10% of the issued and outstanding Common Shares. If the option holder ceases to be a director of Kiaro or ceases to be employed by Kiaro (other than by reason of death), or ceases to be a consultant of Kiaro as the case may be, then the option granted will expire on no later than the 30[th] day following the date that the option holder ceases to be a director, ceases to be employed by Kiaro or ceases to be a consultant of Kiaro, subject to the terms and conditions set out in the Stock Option Plan.

The full text of the Stock Option Plan is available under Kiaro’s profile on SEDAR at www.sedar.com.

2. Stock Option Plan Resolution

At the Meeting, the Kiaro Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “ Stock Option Plan Resolution ”):

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that:

1. The Stock Option Plan is authorized, approved and confirmed.

2. Any one director or officer of Kiaro, signing alone, be authorized to execute and deliver all such documents and instruments and to do such further acts, as may be necessary to give full effect to these resolutions or as may be required to carry out the full intent and meaning thereof.

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by shareholders voting Common Shares at the Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE STOCK OPTION PLAN RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Stock Option Plan Resolution.

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APPROVAL OF BONUS SHARES

Kiaro is seeking shareholder approval to ratify the grant of an aggregate of 1,333,333 Common Shares to Daniel Petrov, Janet Hoffar, and Eleanor Lynch (the “ Bonus Shares ”), which is described as below:

812,500 Bonus Shares will be issued to Mr. Petrov at a price per Bonus Share of $0.144 (the “ QT Bonus Shares ”);
173,611 Bonus Shares will be issued to Mr. Petrov at the closing price of Kiaro’s Common Shares as of the date of issuance (the “ Petrov Bonus Shares ”);
173,611 Bonus Shares will be issued to Ms. Hoffar at the closing price of Kiaro’s Common Shares as of the date of issuance (the “ Hoffar Bonus Shares ”); and
173,611 Bonus Shares will be issued to Ms. Lynch at the closing price of Kiaro’s Common Shares as of the date of issuance (the “ Lynch Bonus Shares ”, and together with the Petrov Bonus Shares and the Hoffar Bonus Shares “ Performance Bonus Shares ”).

The QT Bonus Shares are issuable to Mr. Petrov pursuant to the terms of the employment agreement between Mr. Petrov and Kiaro (the “ DP Employment Agreement ”). Pursuant to the DP Employment Agreement, Mr. Petrov was entitled to a bonus of $117,000, such amount equal to forgiven salary since November 3, 2019, and payable to Mr. Petrov in Common Shares and be issued at the fair market value of $0.144 per Common Share upon Kiaro becoming, either directly or indirectly, a publicly traded company on a North American stock exchange, which is satisfied by the completion of the Qualifying Transaction with DC Acquisition Corp. on October 13, 2020.

The Performance Bonus Shares are being paid to each of Mr. Petrov, Ms. Hoffar, and Ms. Lynch on account of the services provided by them to the Company over the course of the Company’s history since its listing on the TSXV.

Accordingly, Kiaro is seeking approval of the issuance QT Bonus Shares and the Performance Bonus Shares by the Kiaro Shareholders.

1. Bonus Shares Resolution

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that:

1. The issuance of the Bonus Shares is authorized, approved and confirmed.

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by Kiaro Shareholders voting Common Shares at the Meeting. As this is a vote by disinterested Kiaro Shareholders, Common Shares held, directly or indirectly, by each of Mr. Petrov, Ms. Hoffar, and Ms. Lynch, will be excluded from the count of votes casted on this motion.

THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE BONUS SHARES RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the

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accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Bonus Shares Resolution.

APPROVAL OF CREATION OF A NEW CONTROL PERSON

In accordance with the policies of the TSXV, the Company is required to obtain the approval of disinterested Kiaro Shareholders to approve the creation of a new Control Person. The TSXV defines “Control Person” as any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or that holds more than 20% of the outstanding voting shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

1. Background

On July 13, 2021, the Company announced that it had entered into a definitive agreement (the " Definitive Agreement ") dated July 12, 2021, with Aegis to acquire all of the issued and outstanding shares of its subsidiary, 2734524 Ontario Inc. (dba Hemisphere Cannabis Co., “ Hemisphere ”), which currently operates a number of cannabis retail locations in the Province of Ontario (the “ Transaction ”).

The total initial purchase price in connection with the Transaction will be settled by the issuance to Aegis of 61,300,000 Common Shares and common share purchase warrants of the Company (the “ Kiaro Warrants ”) to acquire up to an additional 6,700,000 Common Shares at an exercise price of $0.16 per Common Share, subject to customary adjustments, which will expire 36 months following the closing of the Transaction. Aegis will also receive an additional 6,700,000 Common Shares upon the achievement of certain commercial milestones within the first year following closing (the “ Milestone Shares ”). Upon closing of the Transaction, the Company and Aegis will also enter into an investor rights agreement (the “ Investor Rights Agreement ”) pursuant to which Aegis will be entitled to designate one individual to be appointed to the Board concurrently with the closing of the Transaction and, thereafter, to designate one nominee for election to the Board at each meeting of the Company’s shareholders at which directors are elected (subject to certain minimum ownership thresholds). In addition, Aegis will be granted customary pre-emptive, demand and piggyback registration rights under the Investor Rights Agreement upon closing of the Transaction.

With respect to the initial Aegis designee to be appointed to the Board upon closing of the Transaction, the Company will be relying on the authority granted to its Board pursuant to the Company's articles and the Business Corporations Act (British Columbia) to appoint one or more additional directors between annual general meetings so long as the number of additional directors appointed does not exceed one-third of the number of the current directors who were elected at the Meeting.

The closing of the Transaction is subject to the receipt of certain third-party consents and regulatory approvals (including the approval of the Alcohol and Gaming Commission of Ontario and the satisfaction of all conditions as presented in the conditional approval letter of the TSXV dated July 27, 2021), as well as other customary closing conditions.

As of the Record Date for the Meeting, the Company’s issued and outstanding Common Shares total 198,827,213. After giving effect to closing of the Transaction and assuming no change in the number of issued and outstanding Common Shares other than the Common Shares issued in connection with the Transaction, Aegis would hold 23.57% of the issued and outstanding Common Shares of the Company. Assuming Aegis exercises the Kiaro Warrants that are to be issued as part of the Transaction, Aegis would hold 25.48% of the issued and outstanding Common Shares of the Company. Additionally, assuming Aegis receives the Milestone Shares, Aegis would hold 27.31% of the issued and outstanding Common Shares of the Company. Considering the foregoing, Aegis will become a Control Person upon completion of the Transaction, which requires disinterested shareholder approval as further described herein below. See “Disinterested Shareholder Approval”.

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2. About Aegis

Aegis owns and operates a portfolio of brands currently consisting of Bridgehead and Hemisphere. For more information, please visit www.aegisbrands.ca or find Aegis on Facebook and Twitter.

3. Disinterested Shareholder Approval

Disinterested shareholder approval means Kiaro Shareholder approval obtained by ordinary resolution; provided that, in connection with the approval of the creation of a new Control Person, the votes attached to the shares held by the new Control Person, and any associates or affiliates thereof, are excluded from the calculation of such approval. Consequently, pursuant to the policies of the TSXV, disinterested Kiaro Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, subject to such amendments, variations or additions as may be approved at the Meeting, approving the possible creation of a new Control Person of the Company. Aegis has confirmed to the Company that as of the date of the Information Circular, it does not hold any Common Shares.

In accordance with the conditional acceptance letter from the TSXV for the Transaction, the TSXV requires the Company to obtain disinterested Shareholder approval for the creation of a Control Person. To be effective, the resolution to create a new Control Person must be approved by not less than the majority of the votes cast by the disinterested Kiaro Shareholders, present in person or represented by proxy, at the Meeting, which excludes the votes attached to any Common Shares held by Aegis.

At the Meeting, the disinterested Kiaro Shareholders will be asked to consider and, if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “ Control Person Resolution ”), to confirm and approve the creation of Aegis as a new Control Person, substantially in the form below:

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that:

1. The creation of Aegis as a new “Control Person” (as such term is defined in the policies of the TSX Venture Exchange) of the Company, resulting from the Transaction as more particularly described herein the information circular of the Company dated August 9, 2021, be and is hereby approved and authorized.

Mr. Petrov, the CEO and a director of the Company, has entered into a voting agreement pursuant to which Mr. Petrov has agreed to vote all of such Common Shares in favour of the Control Person Resolution.

The Board, having received advice from its outside legal advisors, has unanimously determined that the Transaction is in the best interests of the Company.

THE BOARD UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE CONTROL PERSON RESOLUTION. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Control Person Resolution.

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EXECUTIVE COMPENSATION DISCLOSURE

1. Named Executive Officers

During the financial year ended January 31, 2021, Kiaro had three Named Executive Officers (“ NEOs ”) being, Daniel Petrov, Chief Executive Officer (“ CEO ”) of Kiaro, Janet Hoffar, the Chief Financial Officer (“ CFO ”) of Kiaro, and Eleanor Lynch, the Chief Operating Officer (“ COO ”) of Kiaro.

“ Named Executive Officer ” means: (a) each CEO, (b) each CFO, (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year (for purposes of this Information Circular, being January 31, 2021) whose total compensation was, individually, more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of Kiaro, nor acting in a similar capacity, at the end of that financial year.

2. Summary Compensation Table Excluding Compensation Securities

Set out below is a summary of compensation paid or accrued during the Company’s three most recently completed financial years (for purposes of this Information Circular, being January 31, 2021) to the Company’s NEOs and Directors.

Name and principal position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	All Other Compensation ($)	Total Compensation ($)
Daniel Petrov CEO and Director	2019	200,000	Nil	Nil	Nil	Nil	200,000
	2020	175,000	Nil	Nil	Nil	Nil	175,000
	2021	89,167	117,00 0	Nil	Nil	Nil	206,167
Janet Hoffar CFO and Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
	2020	49,274(1)	Nil	Nil	Nil	Nil	49,274
	2021	184,952	Nil	Nil	Nil	Nil	184,952
Eleanor Lynch COO	2019	82,385	10,000	Nil	Nil	Nil	92,385
	2020	184,167	Nil	Nil	Nil	Nil	184,167
	2021	170,000	70,000	Nil	Nil	Nil	240,000
Joseph Lee CFO (Former)	2019	20,275	Nil	Nil	Nil	Nil	20,275
	2020	200,484	Nil	Nil	Nil	Nil	200,484
	2021	Nil	Nil	Nil	Nil	Nil	Nil

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Notes:

(1) $49,274 paid in 2020, and $60,000 paid in 2021, was paid to a corporation wholly owned by Ms. Hoffar as consulting fees prior to Ms. Hoffar becoming an employee pursuant to an employment agreement.

3. Stock Options and Other Compensation Securities and Instruments

The Board is responsible for granting options and share-based awards to the NEOs. Share-based awards and stock option grants are designed to reward the NEOs for success on a similar basis as the Kiaro Shareholders, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs. When new options are granted, the Board takes into account the previous grants of options, the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company’s future success and the individual’s ability to influence corporate and business performance. The purpose of granting such stock options is to assist Kiaro in compensating, attracting, retaining and motivating the officers, directors and employees of Kiaro and to closely align the personal interest of such persons to the interest of the Kiaro Shareholders.

The exercise price of the stock options granted is generally determined by the market price at the time of

grant, less any allowable discount.

The following table discloses all compensation securities granted or issued up to the most recently completed financial year ended January 31, 2021 to each Named Executive Officer and directors for services provided or to be provided, directly or indirectly, to the Company or its subsidiary.

Name	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Daniel Petrov CEO and _Director _	Options	1,200,000(1)	Sept 25, 2019	$0.20	$0.20	$0.105	Sept 25, 2029
Janet Hoffar CFO and Director	Options	1,200,000(1)	June 1, 2020	$0.20	$0.20	$0.105	Oct 18, 2029
Eleanor Lynch Chief Operating Officer	Options	575,000	Sept 25, 2019	$0.20	$0.20	$0.105	Sept 25, 2029
	Warrants(2)	625,000	Jul 9, 2018	$0.20	$0.20	$0.105	Jul 9, 2028
Notes

(1) Number represents total number of Options granted to the directors as disclosed in " Election of Directors ", which includes 400,000 Options granted subsequent to January 31, 2021.

(2) Warrants issued to Ms. Lynch are a result of previous options granted converting into warrants on September 25, 20219, in connection with the amalgamation of Aura Cannabis Inc. and Elora Capital Ltd. on September 9, 2019.

4. Exercise of Compensation Securities by Directors and NEOs

During the financial year ending January 31, 2021, none of the Named Executive Officers or Directors exercised any stock options.

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5. Employment, Consulting and Management agreements

As of January 31, 2021, other than as disclosed below, there were no employment, consulting or management agreements in place.

Daniel Petrov and KBI, a subsidiary wholly owned by Kiaro, entered into an employment agreement, dated April 2, 2018, which has been amended from time to time whereby Mr. Petrov will provide to Kiaro certain services relating to his position as CEO of Kiaro for $200,000 per annum. The agreement was last amended on April 5, 2021 with an increase in salary to $235,000 per annum.
Janet Hoffar and KBI entered into an employment agreement dated June 1, 2020, whereby Ms. Hoffar will provide to Kiaro certain services relating to her position as CFO of Kiaro for $180,000 per annum. The agreement was last amended on April 5, 2021 with an increase in salary to $210,000 per annum.
Eleanor Lynch and KBI entered into an employment agreement dated July 9, 2018, which has been amended from time to time, including a promotion on October 28, 2020, whereby Ms. Lynch will provide to Kiaro certain services relating to her position as COO of Kiaro for $170,000 per annum plus certain performance bonuses. The agreement was last amended on April 5, 2021, with an increase in salary to $210,000 per annum.

6. Termination and Change of Control Benefits

At the end of the most recently completed financial year (for purposes of this Information Circular, being January 31, 2021), Kiaro had a section in each NEO employment contract whereby if within six months following a Change of Control of the Employer, the Employee’s employment is terminated by the Employer without cause or the Employee resigns his/her employment for Good Reason, the Employee would receive six months’ notice or lump sum payment equal to six months’ base salary, plus payment of any bonus earned but unpaid as of the date of termination, plus all unvested stock options in Kiaro held by the Employee to immediately vest and such options remain exercisable until expiry of the original term.

7. Oversight and Description of Director and Named Executive Officer Compensation

The compensation of the Company’s directors and executive officers is set by the independent directors of the Board after taking into account both the compensation paid to executives at similar sized companies and the contribution of each director and/or executive officer to the successful operation of Kiaro. Throughout his or her employment, each executive officers’ performance is monitored informally and formally by the directors at least once a year.

When considering the appropriate executive compensation to be paid to our officers, the Board have regard to a number of factors including: (i) recruiting and retaining executives critical to the success of Kiaro and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and Kiaro’s Shareholders; (iv) rewarding performance, both on an individual basis and with respect to corporate operations generally; and (v) available financial resources.

Named Executive Compensation

The Board’s compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing shareholder value. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, a NEO’s compensation is comprised of contractor payments, share-based awards and stock option grants.

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The objectives and reasons for this system of compensation are generally to allow Kiaro to remain competitive compared to its peers in attracting and retaining experienced personnel. All salaries and/or consulting fees are to be set on a basis of a review and comparison of compensation paid to executives at similar companies.

Director Compensation

No compensation was paid to directors in their capacity as directors of Kiaro or in their capacity as members of a committee of the Board during the Company’s most recently completed financial year (for purposes of this Information Circular, being January 31, 2021).

The directors of Kiaro are not currently paid any fees for their services as directors, except for reimbursements for out-of- pocket expenses incurred in connection with such duties. However, directors are eligible to participate in the Current Stock Option Plan, of which grants were made on April 1, 2021, to each director.

8. Securities Authorized for Issuance Under Equity Compensation Plan Plans

The following table sets forth details of all the Company’s equity compensation plans as of January 31, 2021. At the end of the most recently completed financial year (for purposes of this Information Circular, being January 31, 2021), the Company’s equity compensation plan consisted of the Company’s Stock Option Plan, which has not been adopted by shareholders of the Company.

Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plansapprovedby securityholders	Nil	Nil	Nil
Equity compensation plansnot approved by securityholders	10,861,790	$0.20	9,020,931
Total	10,861,790	$0.20	9,020,931

9. Indebtedness of Directors and Executive Officers

As at the date of this Information Circular and at all times since, no executive officer, director, employee or former executive officer, director or employee of Kiaro or any of its subsidiaries is or has been indebted to Kiaro, or any of its subsidiaries, nor are or have any of these individuals been indebted to another entity, which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Kiaro, or its subsidiaries.

10. Interest of Certain Persons or Companies in Matters to be Acted Upon

No director or executive officer of Kiaro or any proposed nominee of management of Kiaro for election as a director of Kiaro, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors, the adoption of the Stock Option Plan, and the issuance of the Bonus Shares.

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11. Interest of Informed Persons in Material Transactions

Except as set out herein, and other than the participation by certain directors and officers of the Company in a private placement of units of the Company for aggregate gross proceeds of approximately $225,000 as disclosed in the news release of the Company dated March 25, 2021 (a copy of which can be found on the Company’s profile on SEDAR at www.sedar.com), since the commencement of the Company’s last completed financial year, none of the directors or executive officers of Kiaro, proposed nominee for election as a director of Kiaro, persons beneficially owning, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of Kiaro nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction or proposed transaction which has or will materially affect Kiaro or its subsidiaries, as disclosed in this Information Circular.

MANAGEMENT CONTRACTS

Except as set out herein, there are no management functions of Kiaro which are to any substantial degree performed by a person or company other than the directors or NEOs of Kiaro.

AUDIT COMMITTEE DISCLOSURE

Kiaro is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of Kiaro or an affiliate of Kiaro.

1. Audit Committee Charter

The Audit Committee Charter can be found on the Company’s profile on SEDAR at www.sedar.com.

2. Composition of Audit Committee and Independence

National Instrument 52-110 Audit Committees , (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with Kiaro, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All of the members of the Company’s audit committee are financially literate as that term is defined. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

The Company’s current audit committee consists of Herrick Lau (Chair), Shawn Graham, and Colin Davis. In the view of management of Kiaro, Herrick Lau and Shawn Graham are “independent” as such term is defined in NI 52-110. All three members are “financially literate” as such terms are defined in NI 52-110.

3. Relevant Education and Experience of Audit Committee Members

All proposed members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements, and have an understanding of internal controls.

In addition to each member’s general business experience, the education and experience of each proposed Audit Committee member that is relevant to the performance of his/her responsibilities as an Audit Committee member is as follows:

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Herrick Lau

Mr. Lau is an experienced investment banking professional who has conducted transactions in initial public offerings, reverse takeovers, financings, mergers & acquisitions, divestitures, and various advisory services. Through his over 20 years of experience in financial management and corporate finance, Mr. Lau is experienced in developing financing strategy, liaising with external parties, devising business development plans and maintaining compliance with corporate governance. Since 2007, Mr. Lau has been the Managing Director of Baron Global Financial Canada Ltd., a Vancouver-based financial advisory firm. He also has experience as a senior financial executive in public companies, having acted as CFO and/or director for various public companies listed on the TSX Exchange, the TSXV and the Canadian Securities Exchange. Mr. Lau currently sits on the BC Local Advisory Committee of the TSXV.

Mr. Lau obtained his bachelor and master degrees in Business and Economics from Simon Fraser University in Vancouver, British Columbia, Canada and is a charter holder of the Chartered Financial Analyst designation.

Shawn Graham

Mr. Graham served as the 31st Premier of the Province of New Brunswick, Chair of the Council of The Federation, Co-chair of the Northeastern Governors and Eastern Canadian Premiers, and Co-chair of a Pan-Canadian Trade Mission to China. Currently, Mr. Graham is President and CEO of G&R Holdings Inc., a company that assists in the development and implementation of international projects and business alliance strategies.

Mr. Graham was awarded an Honorary Doctor of Laws Degree from the University of New Brunswick and was named Visionary of the Year Award by the Global Intelligent Community Forum in New York City, NY.

Colin Davis

Mr. Davis is a veteran of the Financial Services, Energy and Technology industries and has extensive experience in senior roles in FTSE 100 companies, start-ups, M&A, integration and business turnaround environments. A corporate strategist who combines deep and insightful analytical capability with the ability to solve complex issues, Mr. Davis has consulted with companies in diverse industries across the UK, North America, Europe and Asia, to help them fully understand their situation, develop their strategies and successfully execute their plans. In addition to his corporate career, Mr. Davis brings many years of Board experience including not-for-profit, and regularly volunteers as a knowledge philanthropist to the social enterprise and charitable sectors. He continues to provide guidance to corporate boards in an advisory capacity, helping board members to meet their obligations to effectively provide insight, oversight and foresight to the business.

Mr. Davis hold an Honours Degree in Business from the University of Central Lancashire, a post-graduate C.I.M (Chartered Institute of Marketing) Diploma, and a post-graduate M.R.S. (Market Research Society) Diploma and a Commercial Helicopter Pilot’s Licence.

4. Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year (for purposes of this Information Circular, being January 31, 2021), the audit committee of Kiaro has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

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5. Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year (for purposes of this Information Circular, being January 31, 2021), Kiaro has not relied on:

(a) the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110; or
(b) an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

6. Pre-Approval Policies and Procedures

The audit committee has not adopted any specific policies and procedures for the engagement of non-audit services.

7. Audit Fees

The following discloses the fees billed to the Company by its external auditor(s) during the last two financial years:

years:
	2021 ($)	2020 ($)
AuditFees(1)	280,200	99,933
Audit Related Fees(2)	31,282	1,000
Tax Fees(3)	12,840	2,750
All Other Fees(4)	Nil	Nil
Total	324,322	103,683

Notes:

(1) “Audit fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements; fees for review of tax provisions; accounting consultations on matters reflected in the financial statements; and, audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audited related fees” include services that are traditionally performed by the auditor such as employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax fees” includes fees for all tax services other than those included in “Audit fees” and “Audit related fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All other fees” include all other non-audit services.

8. Exemption in Section 6.1

Kiaro is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101, Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201. These Guidelines are not prescriptive but have been used by Kiaro in adopting its corporate governance practices. The Company’s approach to corporate governance is set out below.

1. Board of Directors

Management is nominating six (6) individuals to the Board, five (5) of whom are current directors of Kiaro.

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director

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is independent if he or she has no direct or indirect “material relationship” with Kiaro. The “material relationship” is defined as a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgement. The current independent members of the Board are Herrick Lau and Shawn Graham. Mark Crocker, if elected, is expected to be an independent member of the Board. Daniel Petrov and Janet Hoffar are not considered to be independent as they are current executive officers of the Company. Colin Davis is not considered to be independent as he has acted as an interim officer of KBI, prior to the completion of the qualifying transaction, in the last three years.

2. Directorships

The following directors of Kiaro are also directors of other reporting issuers:

Name of Director of the Company	Names of Other Reporting Issuers
Shawn Graham	Intellipharmaceutics International Inc.
	CanadaHouseWellness GroupInc.

3. Orientation and Continuing Education

The Board provides an overview of the Company’s business activities, systems and business plan to all new directors. New director candidates have free access to any of the Company’s records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company.

4. Ethical Business Conduct

While the Board does not currently take any formal steps to encourage and promote a culture of ethics and business conduct, the Board views conduct of its businesses legally, ethically, responsibly and in accordance with the Company’s values as an integral component to the success of the Company and part of its responsibilities to stakeholders. Directors and executive officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors and executive officers are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

All Directors of the Company have the obligation to perform their duties and assume their responsibilities in the best interests of the Company. The Company expects all of its Directors to comply with the laws and regulations governing their conduct and further is committed to promoting integrity and maintaining the highest standard of ethical conduct in all of its activities.

5. Nomination of Directors

The compensation and nomination committee provide oversight responsibilities by identifying individuals qualified to become Board and Board committee members and recommending that the Board select director nominees for appointment or election to the Board.

6. Compensation

The compensation and nomination committee provide assistance to the Board to fulfilling its obligations relating to compensation and benefits of the executive officers and directors of the Company by reviewing adequacy and form of compensation and compares it to other companies of similar size and stage of development. Directors’ compensation is mainly in the form of stock options.

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7. Other Board Committees

The Company currently has an audit committee and a compensation and nomination committee.

8. Assessments

The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of any committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Board monitors the adequacy of information given to directors, communication between the Board and Management and the strategic direction and processes of the Board and its committee(s).

The Board believes its corporate governance practices are appropriate and effective for Kiaro, given its size and operations. The Company’s corporate governance practices allow Kiaro to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

ADDITIONAL INFORMATION

Additional information relating to Kiaro is available at www.sedar.com and upon request from Kiaro at Suite 300, 110 East Cordova Street, Vancouver, BC V6A 1K9, telephone no.: 1.888.623.2420 or email: [email protected]. Copies of documents referred to above will be provided, upon request, free of charge to security holders of Kiaro. Kiaro may require the payment of a reasonable charge from any person or company who is not a security holder of Kiaro, who requests a copy of any such document.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

AVAILABLE INFORMATION

Kiaro files reports and other information with certain applicable Canadian Securities Authorities. Those reports containing additional information with respect to the Company’s business and operations can be accessed through the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Financial information is provided in the Company’s audited comparative financial statements and Management’s Discussion and Analysis for the year ended January 31, 2021, and such information is available on SEDAR at www.sedar.com and will be sent free of charge to any Kiaro Shareholder upon written request.

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APPROVAL OF BOARD

The contents and the sending of this Information Circular have been approved by the Board.

DATED at Vancouver, British Columbia, on August 9, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“ Daniel Petrov ”

Daniel Petrov Chief Executive Officer and Director

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AI assistant

Kiaro Holdings Corp. — AGM Information 2021

47591_rns_2021-08-12_c78644e3-2f99-4aed-ac61-09fd72af6b2a.pdf

KIARO HOLDINGS CORP.

ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 9, 2021

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

AUGUST 9, 2021

KIARO HOLDINGS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

discretion, without notice.

“ Daniel Petrov ”

TABLE OF CONTENTS

KIARO HOLDINGS CORP.

MANAGEMENT PROXY CIRCULAR

1. Notice Regarding Information

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

1. Time, Date and Place

Virtual Meeting

2. Solicitation of Proxies

3. Appointment of Proxyholder

4. Voting by Proxyholder

5. Registered Kiaro Shareholders

6. Beneficial Kiaro Shareholders

The following information is of significant importance to Kiaro Shareholders who do not hold Common Shares registered in their own name.

7. Notice to Kiaro Shareholders in the United States

8. Revocation of Proxy

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PRESENTATION OF FINANCIAL STATEMENTS

FIXING THE NUMBER OF DIRECTORS

1. Board Size Resolution

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that the number of directors of the Company be set to six (6).

ELECTION OF DIRECTORS

Note:

1. Corporate Cease Trade Orders or Bankruptcies

2. Individual Bankruptcies

3. Penalties or Sanctions

APPOINTMENT OF AUDITOR

1. Appointment of Auditor Resolution

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that MNP LLP, Chartered Accountants, be appointed as the auditors of Kiaro, and the board of Directors of Kiaro are hereby authorized to fix the remuneration of MNP LLP, Chartered Accountants.

ADOPTION OF STOCK OPTION PLAN

1. Terms of the Stock Option Plan

2. Stock Option Plan Resolution

APPROVAL OF BONUS SHARES

1. Bonus Shares Resolution

accompanying Proxy intend to vote the Common Shares represented by such Proxy, properly executed, FOR the Bonus Shares Resolution.

APPROVAL OF CREATION OF A NEW CONTROL PERSON

1. Background

2. About Aegis

3. Disinterested Shareholder Approval

BE IT RESOLVED, as an ordinary resolution of the shareholders of Kiaro, that:

EXECUTIVE COMPENSATION DISCLOSURE

1. Named Executive Officers

2. Summary Compensation Table Excluding Compensation Securities

Notes:

3. Stock Options and Other Compensation Securities and Instruments

4. Exercise of Compensation Securities by Directors and NEOs

5. Employment, Consulting and Management agreements

6. Termination and Change of Control Benefits

7. Oversight and Description of Director and Named Executive Officer Compensation

Named Executive Compensation

Director Compensation

8. Securities Authorized for Issuance Under Equity Compensation Plan Plans

9. Indebtedness of Directors and Executive Officers

10. Interest of Certain Persons or Companies in Matters to be Acted Upon

11. Interest of Informed Persons in Material Transactions

MANAGEMENT CONTRACTS

AUDIT COMMITTEE DISCLOSURE

1. Audit Committee Charter

2. Composition of Audit Committee and Independence

3. Relevant Education and Experience of Audit Committee Members

Herrick Lau

Shawn Graham

Colin Davis

4. Audit Committee Oversight

5. Reliance on Certain Exemptions

6. Pre-Approval Policies and Procedures

7. Audit Fees

8. Exemption in Section 6.1

Kiaro Holdings Corp. AGM Information 2021