Kits Eyecare Ltd. — Capital/Financing Update 2020

Dec 17, 2020

KITS EYECARE LTD. PUBLIC OFFERING OF COMMON SHARES

TERMS OF OFFERING

An amended and restated preliminary prospectus for each of the provinces and territories of Canada other than Québec and a preliminary prospectus for Québec (together, the "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. A copy of the Prospectus, and any amendment, is required to be delivered with this document. The 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 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.

	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.	his document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the Prospectus, the finalrospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentecision.
	DATE:December 16, 2020ISSUER:Kits Eyecare Ltd. (the “Company”)OFFERING:Up to $40 million (the “Offering”)
	INDICATIVE OFFPRICE:OVER-ALLOTMEOPTION:	ERINGNT	Anticipated to bUp to 15% of thstabilization pur	e between $7.50 and $8.50 (the “Offe Offering to cover any over-allotmenposes to come from secondary, exerc	ering Price”).ts and for markisable within 3	et0 days of
	TOTAL NUMBEOFFERED SHARTERMS:	R OFES:	the closing of thBetween 4,705,(5,411,766 and	e Offering (the “Over-Allotment Opti883 and 5,333,334 common shares (“6,133,335 Common Shares assuming	on”).Common Sharethe Over-Allotm	s”)ent
			Option is exerciCommercially reagreement.	sed in full).asonable best efforts basis subject to	a formal agenc	y
	FORM OF OFFERINGInitial public offering by way of a long form prospectus filed in all provincesand territories of Canada. Private placement into the U.S. to “accreditedinvestors” / “qualified institutional buyers” and internationally as permitted.EXCHANGE:Common Shares issuable under the Offering will be listed on the Toronto StockExchange under the symbol “KITS”.ELIGIBILITY:The Common Shares shall be eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs andDPSPs.USE OF PROCEEDS:Net proceeds of the Offering will be used primarily towards expanding theCompany’s optical lab and manufacturing capabilities, growing the Company’sbrand, 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 inthe 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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