Coho Collective Kitchens Inc. Announces Filing of New Offering Document

Vancouver, British Columbia--(Newsfile Corp. - July 31, 2023) - Coho Collective Kitchens Inc. (TSXV: COHO) ("Coho" or the "Company"), a commercial real estate and food technology company that provides private and shared kitchen and food production space to a variety of businesses, is excited to announce that it has filed a new offering document (the "Offering Document") dated July 31, 2023 to replace for all intents and purposes the offering document filed and announced on June 15, 2023, which has now expired.

The Company is therefore conducting a new brokered private placement of up to 27,272,727 units of the Company (the "Units") at a price of $0.22 per Unit (the "Issue Price"), for aggregate gross proceeds of up to $6,000,000 (the " Offering"). This Offering will be conducted on the same terms and conditions of, and replaces for all purposes, the offering announced on June 15, 2023, in order for the Company to make the Offering of LIFE Units (as defined below) to purchasers resident in Canada, except Quebec, pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), subject to compliance with applicable regulatory requirements and in accordance with NI 45-106.

Each Unit will be composed of one (1) common share in the capital of the Company (a "Common Share") and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) additional Common Share (a "Warrant Share") at a price of $0.40 per Warrant Share for a period of 36 months from the closing date of the Offering (the "Closing Date").

A maximum of 22,727,272 Units (the "LIFE Units") will be issued pursuant to the listed issuer financing exemption under part 5A of NI 45-106. The balance of the Units (the "4-Month Hold Units") will be issued pursuant to other exemptions from the prospectus requirements found in NI 45-106.

The Company intends to use the net proceeds of the Offering for completing its previously announced acquisition of Purebread. Bakery Inc. ("Purebread"), the expansion of operations, and to provide general working capital to support operations.

In connection with the Offering, Coho has entered into an agreement with Canaccord Genuity Corp. ("Canaccord" or the "Lead Agent"), dated June 14, 2023, pursuant to which Canaccord will act as lead agent for the Offering on a commercially reasonable efforts basis. Upon closing of the Offering, the Company shall pay to the Lead Agent (together with any selling group formed by the Lead Agent, the "Agents"): (i) a cash commission equal to 8.0% of the aggregate gross proceeds of the Offering payable in cash or Units, or any combination of cash or Units at the option of the Lead Agent (the "Cash Commission") and (ii) Common Share purchase warrants of the Company, exercisable at any time prior to the date that is 36 months from the Closing Date to acquire that number of Units equal to 8.0% of the number of Units issued under the Offering, at an exercise price equal to the Issue Price (the "Agent's Warrants"). On the closing of the Offering, the Company shall also pay the Lead Agent a corporate finance fee consisting of (i) $50,000 (payable in cash) and (ii) 227,272 Units (having a value equal to $50,000).

The Company may provide a president's list of investors that can subscribe for up to $2 million of the Offering (the "President's List"). The compensation to the Agents for subscribers on the President's List shall be reduced to 3% for both Cash Commission and Agent's Warrants.

The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. The Offering Document related to the Offering can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.cohocollectivekitchens.com. Prospective investors should read this Offering Document before making an investment decision.

The Agents will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act"), and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The 4-Month Hold Units and all securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date of the Offering.

The Company expects to close the Offering on or about August 9, 2023, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Coho

Coho is a growth stage, community-driven, commercial real estate, and food technology company that provides private and shared kitchen and production space to food companies from start-ups to restaurant groups seeking turnkey solutions and business services. Each of the Company's customers, called "Members", are revenue generating companies that have signed a membership agreement with Coho for an agreed upon term. The concept falls in line with a rapidly growing trend in the food-delivery industry creating a market for delivery-only and/or virtual restaurant concepts. For more information about how Coho is growing and innovating in the commissary space, visit https://www.cohocommissary.com.

Contacts

Andrew Barnes, Chief Executive Officer
andrew@cohocommissary.com
(778) 877-6513

Investor Relations
invest@cohocommissary.com
(604) 243-7355

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

Cautionary Statements Regarding Forward-Looking Information

This news release may contain forward-looking information within the meaning of applicable securities legislation, which reflect management's current expectations regarding future events. Such information includes, without limitation, information regarding the intended use of proceeds from the Offering. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward-looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance and that such forward-looking information is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this news release including, without limitation, that the Company will be able to utilize the net proceeds of the Offering in the manner intended; that the Offering will close on the date intended or at all; that general business and economic conditions will not change in a material adverse manner; and assumptions regarding political and regulatory stability and stability in financial and capital markets.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others: the risk that the Company may not be able to use the proceeds of the Offering as intended; the state of the financial markets for the Company's securities; recent market volatility and potentially negative capital raising conditions resulting from the continued COVID-19 pandemic and risks relating to the extent and duration of such pandemic and its impact on global markets; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time.

The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The securities referred to in this news release have not been, nor will they be, registered under the 1933 Act, or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, persons in the "United States" (as such term is defined in Regulation S under the 1933 Act), absent registration under the 1933 Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdictions in which such offer, sale, or solicitation would be unlawful.

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