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Koios Beverage Corp. is a Canadian business journal, Retox Beverage Corp.Announces a non-binding agreement to acquire

Denver and Vancouver, British Columbia, February 28, 2022 (GLOBE NEWSWIRE) — Koios Beverage Corp. (CSE: FIT; OTC: FITSF) (“Company” or “Koios”)-The proposed transaction (“” Regarding the proposed transaction “), Retox Beverage Corp. A binding agreement (“LOI”) dated February 27, 2022 with (“Retox”). Issued securities of Retox due to the merger of Misumi. Retox is a privately held beverage company focused on the production of creative soft drinks, sodas and selzers.

Proposed transaction

In the proposed transaction, a wholly owned subsidiary (“Subco”) established by the Company under British Columbia law merges with Retox, and the entity becomes a wholly owned subsidiary of the Company in such a merger immediately prior to the merger. Holders of Retox securities will receive a total of 15,000,000 units (“Units”) of the Company in exchange for Retox securities. Units are issued at a deemed price of $ 0.10 per unit, each unit consisting of one Koios common stock (each “stock”) and one common stock purchase warrant (each “warrant”), with each warrant For 12 months from issuance, the exercise price is $ 0.175 per share. The proposed transaction will be completed in accordance with the prospectus exemption available in accordance with the applicable securities law.

Upon completion of the proposed transaction, we may also pay a finder fee (“Finder Fee”) consisting of a combination of our cash, shares or warrants.

Upon completion of the proposed transaction, our outstanding capital will consist of approximately 51,126,457 shares, 813,333 shares of options and 46,943,000 shares of Warrant to purchase our shares, respectively, excluding the issued finder fees. Expected. Current Retox shareholders are expected to own approximately 29.33% of our common stock on an undiluted basis and 30.34% on a fully diluted basis before enabling the Finder’s fee issuance.

The Company and Retox have sincerely negotiated the terms of the final agreement on transactions proposed prior to March 15, 2022 and have agreed to complete the transactions proposed prior to March 31, 2022.

Upon completion of the proposed transaction, Retox reserves the right to appoint one director to the board of directors of Coeus.

The proposed transaction is all necessary regulatory agencies, including approval of the Canadian Stock Exchange (“CSE”), completion of reasonable or customary due diligence in transactions of similar nature, and conclusion of decisive ones. Subject to receipt of approval. Agreed, among other terms. The proposed transaction is a business-to-business transaction for us and does not constitute a fundamental change or change control of the company within the meaning of CSE policy.

Chris Miller, CEO of Coeus, said: The company has been evaluating ready-to-drink alcohol spaces for some time.Budweiser sees a new repeat for the Selzer market1 Just release a hard soda. With the huge success of the Fit Soda launch and its accelerated growth, the release of the “hard” Fit Soda has been our priority for the past year.Hardselzer category surged 130% in 20202An unprecedented, ready-to-drink category helps to overtake spirits consumption. Many consumers believe they are hungry for products that add additional benefits when consumed, along with more robust flavor options. We also believe this is a unique time in the field, as innovation and consumer demand are skyrocketing in search of better, ready-to-drink alcoholic products. “

Through our joint venture with Bev Creation LLC, we are in a unique position to extend our own alcohol line. This gives Coeus a well-formed advantage over small and medium-sized beverage companies looking to enter this space. We believe Koios is in a unique position to compete in this area with our existing distribution, in-house and experienced teams.

About Retox

Retox is a beverage company focused on the production of creative soft drinks, sodas and selzers, with a particular focus on formulating a unique mix of fruits and sodas for the bar mix industry. Its product line includes fresher, healthier and lower sugar alternatives than current mixed products that are not readily available in the industry.

On behalf of our board of directors

KOIOS BEVERAGE CORP.

“Chris Miller”

Chris Miller, CEO, Director

For more information, please contact:

Gina Barras
844-255-6467
gina@koiosbeveragecorp.com

Neither the Canadian Stock Exchange nor its market regulators (because the term is defined in the Canadian Stock Exchange policy) are responsible for the validity or accuracy of this release.

Koios Beverage Corp.about

The company is an emerging functional beverage company with an available distribution network of over 4,400 retailers nationwide to sell its products. Koios is associated with the largest and most reputable distributors in the United States, including Europa Sports, Muscle Foods USA, KeHE and Wishing-U-Well. Koios uses a unique blend of nootropics and natural organic compounds to increase human productivity without the use of harmful chemicals or irritants. Koios products have been shown to enhance concentration, concentration, mental abilities, memory retention, cognitive function, arousal, and brain abilities, producing mental clarity all day long. Its components are specially designed to target brain function by increasing blood flow, oxygen levels, and neural connections in the brain.

Koios manufactures one of the only drinks in the world infused with MCT oil. MCT Oil is derived from coconut, which allows the body to burn fat more effectively, generate sustained energy from natural food sources, produce ketones in the brain, enhance brain function and clarity, and be healthy. It has been shown to support hormone production and help improve immunity. For more information, please visit our website https://www.koiosbeveragecorp.com.

Description of future prospects

This news release contains “forward-looking information” in the sense of applicable Canadian securities law. In many cases, but not always, information or information about the future outlook is “planning,” “expecting,” “not expecting,” “expected,” “estimating,” “intended,” or “predicting.” “Do”, “Unpredict”, “Believe”, or variations of such words or phrases, or certain actions, events, or outcomes are “possible”, “possible”, “possible” Taken, occurred, or achieved, stating “yes”, “possible”, “possible”. Information about the future outlook for this news release includes the following: With assumptions LOI that are subject to significant risk and uncertainty, including the assumption that all conditions up to the completion of the proposed transaction are met and that the proposed transaction is completed under the specified conditions. The forward-looking information reflects the current expectations of management based on the currently available information, with many risks that may result in significantly different results from those described in the forward-looking information. Affected by uncertainty. Such risk factors include, among other things, the risk of not being satisfied with the necessary approvals and key conditions associated with the proposed transaction, and the risk that the proposed transaction will not be approved or completed under the conditions set forth in the LOI. May be included. A final agreement shall be signed in this regard. We believe that the assumptions and factors used to create information about the future outlook are reasonable, but we should not place undue reliance on such information and such events have been disclosed. There is no guarantee that it will not occur within the time frame or at all. Factors that may cause actual results or events to differ materially from current expectations include: (Ii) Growth and size change of the functional beverage market. (Iii) Other factors beyond our control. We operate in a rapidly evolving environment. New risk factors occur from time to time and it is not possible for our management to predict all risk factors, and we have the impact of all factors on our business or any combination of factors or factors. It is also not possible to assess how much it affects. Actual results may differ from those contained in the forward-looking information. The forward-looking information contained in this news release was produced as of the date of this news release, and we will update or revise the forward-looking information as a result of new information, future events, etc. Explicitly deny an intention or obligation. , Except as required by applicable law.

This news release typically bears the trademark name (or brand name) of the third party entity with reference to (i) the relationship between Koios and the third party entity mentioned in this release and / or (ii). Each product) may be included. In this release, client / vendor / service provider stakeholders whose relationship with Koios is referenced. All rights to such trademarks are reserved by their respective owners or licensees.

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1 https://www.anheuser-busch.com/newsroom/2021/12/bud-light-seltzer-kicks-off-the-new-year-with-its-loudest-flavor/
2 https://www.theiwsr.com/hard-seltzers-are-evolveing-not-dying/


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Koios Beverage Corp. is a Canadian business journal, Retox Beverage Corp.Announces a non-binding agreement to acquire

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