Kits Eyecare Ltd. — Capital/Financing Update 2020

Dec 15, 2020

KITS EYECARE LTD. PUBLIC OFFERING OF COMMON SHARES

TERMS OF OFFERING

	KITSEYECARELTD. PUBLICOFFERING OFCOMMONSHARES TERMS OFOFFERING
A preliminary 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 and territories of Canada (other than Québec). A copy of the preliminary prospectus, and any
amendment, is required to be delivered with this document. The preliminary prospectus is still subject to completion. There will not be any sale or any
acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary
prospectus, the final prospectus and	any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before
making an investment decision.
DATE:	December 15, 2020
ISSUER:	Kits Eyecare Ltd. (the “Company”)
OFFERING:	Up to $40 million (the “Offering”)
INDICATIVE OFFERING	Anticipated to be between $7.50 and $8.50 (the “Offering Price”).
PRICE:
OVER-ALLOTMENT	Up to 15% of the Offering to cover any over-allotments and for market
OPTION:	stabilization purposes to come from secondary, exercisable within 30 days of
	the closing of the Offering (the “Over-Allotment Option”).
TOTAL NUMBER OF	Between 4,705,883 and 5,333,334 common shares (“Common Shares”)
OFFERED SHARES:	(5,411,766 and 6,133,335 Common Shares assuming the Over-Allotment
	Option is exercised in full).
TERMS:	Commercially reasonable best efforts basis subject to a formal agency
	agreement.
FORM OF OFFERING	Initial public offering by way of a long form prospectus filed in all provinces
	and territories of Canada (other than Québec). Private placement into the U.S.
	to “accredited investors” / “qualified institutional buyers” and internationally
	as permitted.
EXCHANGE:	Common Shares issuable under the Offering will be listed on the Toronto Stock
	Exchange under the symbol “KITS”.
ELIGIBILITY:	The Common Shares shall be eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs and
	DPSPs.
USE OF PROCEEDS:	Net proceeds of the Offering will be used primarily towards expanding the
	Company’s optical lab and manufacturing capabilities, growing the Company’s
	brand, increasing our marketing efforts, repaying outstanding indebtedness,
	working capital and general corporate purposes.
COMMISSION:	The Company will pay a cash commission of 6% of the gross proceeds raised in
	the Offering (including the Over-Allotment Option).

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LEAD AGENT AND SOLE Canaccord Genuity Corp. BOOKRUNNER:

LOCK-UP The Company has agreed, and each of the Company’s directors and executive ARRANGEMENTS: officers, and the Principal Shareholders, will, as a condition to Closing, agree that he, she or it will not, directly or indirectly, without the prior written consent of the Agents, such consent not to be unreasonably withheld, issue, offer or sell or grant any option, warrant or other right to purchase or agree to issue or sell or otherwise lend, transfer, assign or dispose of any of the Company’s equity securities, or other securities convertible or exchangeable into or otherwise exercisable into the Company’s equity securities or agree or publicly announce any intention to do any of the foregoing for a period ending 180 days after the Closing Date, subject to certain limited exceptions, or the issuance of the Company’s securities pursuant to or in connection with the Company’s equity incentive compensation plans. Holders of 100% of the Company’s issued and outstanding shares prior to the completion of the Offering will be subject to these lock-up arrangements. PRICING DATE: Expected the week of December 28, 2020 CLOSING DATE: Expected the week of January 4, 2021

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