Kiaro Holdings Corp. — Capital/Financing Update 2021

Mar 12, 2021

KIARO HOLDINGS CORP. MATERIAL CHANGE REPORT FORM 51-102F3

Item 1.Item 2.Item 3.Item 4.Item 5.

Name and AddressKiaro Holdings Corp.(the “Corporation”)300 – 110 East Cordova StreetVancouver, British ColumbiaV6A 1K9Date of Material ChangeMarch 11, 2021News ReleaseThe attached news release describes the material change and was disseminated onMarch 11, 2021.Summary of Material ChangeOn March 11, 2021, the Company announced that it completed the previously announcedprivate placement (the “Offering”) of units of the Company (“Units”) at a price of $0.16per Unit for gross proceeds of $3,000,000.Full Description of Material Change

The Company announced that it completed the Offering of Units at a price of $0.16 per Unit for gross proceeds of $3,000,000. The Offering was carried out on a bought deal basis by Canaccord Genuity Corp. (the “ Underwriter ”). Each Unit consists of one common share of the Company (“ Unit Share ”) and one half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “ Warrant ”). Each Warrant entitles the holder thereof to acquire one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $0.23 per Warrant Share at any time before 5:00 p.m. (Vancouver Time) on March 11, 2024, provided that, the Warrants are subject to the right of the Company to accelerate the expiry date of the Warrants if, at any time following July 12, 2021, the daily volume weighted average trading price of the common shares of the Company (the “ Common Shares ”) on the TSX Venture Exchange is greater than $0.35 per Common Share for the preceding 10 consecutive trading days (the “ Acceleration Right ”). The Acceleration Right will be exercisable by the Company by delivery of the notice of acceleration (the “ Acceleration Notice ”) to the holders of the Warrants upon the Company’s exercise of the Acceleration Right by any means as determined by the Company, acting reasonably, and the concurrent issuance by the Company of a press release regarding the same, whereupon the Warrants shall expire on the date that is not less than 30 days immediately following the giving of the Acceleration Notice.

The proceeds of the Offering will be used for evaluating and funding possible retail expansion opportunities and working capital.

In connection with the Offering, the Underwriters received a cash commission in the aggregate amount of $210,000, which is equal to 7.0% of the gross proceeds raised under the Offering and 1,312,500 non-transferable broker warrants (the “ Broker Warrants ”), which is equal to 7.0% of the number of Units sold. Each Broker Warrant is exercisable into one unit of the Company consisting of one Common Share and one half of one Warrant (“ BW Warrant ”) until March 11, 2024, subject to the Acceleration Right, at

a price of $0.16 per Broker Warrant. Each BW Warrant will be exercisable on the same terms as the Warrants.

All securities issued pursuant to the Offering are subject to a four month hold period expiring July 12, 2021.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted in respect of this material change.

Item 8. Executive Officer

Inquiries in respect of this material change report may be made to:

Kiaro Holdings Corp.

Daniel Petrov Chief Executive Officer Telephone: 1 (888) 623-2420 Email: investors@kiaro.com

Item 9. Date of Report

March 12, 2021.