JustKitchen Announces Philippines Expansion Through Joint Venture With TDG Ventures

JV Co. Expects to Begin Construction Immediately on the Hub-and-Spoke Infrastructure Required to Commence Ghost Kitchen Operations in the Near Term

TSXV: JK   OTCQB: JKHCF   FRA: 68Z

Just Kitchen Holdings Corp. ("JustKitchen" or the "Company") (TSXV: JK) (OTCQB: JKHCF) (FRA: 68Z) an operator of ghost kitchens specializing in the development of delivery-only food brands, is pleased to announce that it has entered into an agreement (the " JV Agreement ") with TDG Ventures Inc. (" TVI ") to form and operate a joint venture company (" JV Co. ") in the Philippines (the " Joint Venture "). JV Co. will operate under the name "JustKitchen TDG, Inc." and will be the exclusive operator of ghost kitchens under the "JustKitchen" brand (and other related brands) (the " Brands ") and distributor of JustKitchen products and offerings in the Philippines .

As exclusive operator of the Brands, JV Co. will be granted exclusive franchising and licensing rights to the Brands with rights to sub-franchise to local operators. JV Co. will also develop the ghost kitchen infrastructure necessary to replicate the Company's hub-and-spoke operating model from Taiwan and shall lease out spoke kitchens to sub-franchisees. JV Co. may also offer technology and other related products and services to sub-franchisees in furtherance of their operation of the hub-and-spoke kitchens.

JustKitchen and TVI mutually expect that JV Co. will commence construction of the hub-and-spoke infrastructure immediately, with ghost kitchen operations expected to begin in the first quarter of 2022. JV Co. is planning to offer a combination of domestic and international food brands for delivery-only purposes. More information about the initial mix of brands and menus will be provided in due course. Management has established an initial target of one hub and two spoke kitchens to be constructed in the Philippines , with the goal of one hub and ten spoke kitchens to be operating by the end of 2022.

"Forming this Joint Venture with TVI to enter the Philippines market is a significant milestone for JustKitchen as it marks the third country in which our Company will be operating in just a short period of time. With our home base in Taiwan , established operations in Hong Kong , and the addition of this large population to our customer base, we continue to execute on our international growth plan to bring JustKitchen's unique operating model, portfolio of food brands, and technology stack to new markets," said Jason Chen , Co-Founder and Chief Executive Officer of JustKitchen. "I would like to commend TVI on their professionalism in establishing this Joint Venture and I greatly look forward to working together to bring the JustKitchen experience to consumers of delivered meals in the Philippines ," added Mr. Chen.

Under the terms of the JV Agreement, JustKitchen will maintain a 51% ownership interest in JV Co. and TVI will maintain a 49% ownership interest in JV Co. In consideration of its 51% ownership interest, JustKitchen will provide initial funding for JV Co. of PHP 25,500,000 or approximately CAD 630,000 . Each of TVI and JustKitchen has been granted a right of first refusal on the disposal of JV Co. ownership interests, tag-along rights in the event of a transfer of JV Co. ownership interests and pre-emptive rights to subscribe to any issuance of JV Co. securities in order to maintain their proportionate ownership interest in JV Co.

The board of directors of JV Co. shall be comprised of four JustKitchen board nominees and three TVI board nominees. The management team, comprised of two members from JustKitchen (President and Corporate Secretary) and two members from TVI (Treasurer and Chairman), shall oversee the day-to-day operations of JV Co. The Joint Venture may be terminated in the event that there is only one shareholder of JV Co. remaining; or upon mutual consent in writing of both TVI and JustKitchen to dissolve JV Co. or terminate the JV Agreement.

ABOUT TVI

As a core subsidiary of the Manila -based Transnational Diversified Group (" TDG "), TVI represents one of TDG's three strategic clusters and is comprised of two divisions – Information & Communication Technology as well as Lifestyle & Travel. Empowered by a culture of innovation and a commitment to excellence across all its businesses, TVI incubates, invests in, and operates companies with demonstrated earnings potential and technology enabled opportunities for expansion. It is supported by a highly competent team of leaders, management, and employees working under the common set of values of excellence, community, fairness, integrity, and stewardship.

Founded in 1976, TDG has grown from one strategic partner and 16 employees to operate through 40 operating companies with 20,000 employees. With its world-class excellence and win-win outlook, TDG has become a respected strategic partner of large global corporations with stringent requirements for total quality and cost-effective services. TDGʼs distinguished partners and principals include NYK Group ( Japan ), American Express Global Business Travel ( USA ), Asiana Airlines (Korea), CJ Logistics (Korea), Vroon B.V. ( Netherlands ), Yusen Logistics ( Japan ), All Nippon Airways ( Japan ), Disney Cruise Line ( USA ), ePerformax Contact Centers ( USA ), Nippon Container Terminal ( Japan ), Uyeno Transtech Ltd. ( Japan ), and others.

ABOUT JUSTKITCHEN

JustKitchen is primarily an operator of ghost kitchens specializing in the development and marketing of proprietary and franchised delivery-only food brands for customers. The Company currently operates in Taiwan and Hong Kong with plans to expand operations to the United States and other Asian countries. JustKitchen uniquely utilizes a hub-and-spoke operating model, which features advanced food preparation taking place at larger hub kitchens and final meal preparation taking place at smaller spoke kitchens located in areas with higher population densities. The Company combines this operating model with online and mobile application-based food ordering fulfilled by third-party delivery companies, to minimize capital investments and operating expenses and reach more customers in underserved markets. The Company's other business, JustMarket, is an e-commerce grocery delivery platform that allows customers to purchase groceries for delivery or add select grocery items to meals ordered through JustKitchen.

For more information about the Company, please visit investors.justkitchen.com. JustKitchen's final prospectus, financial statements and management's discussion and analysis, among other documents, are all available on the Company's profile page on SEDAR at www.sedar.com .

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. The forward-looking information contained in this press release include the successful completion of the build out of the JV Co's hub-and-spoke model, the ability to enter into sub-license agreements and the ability to successfully introduce a mix of domestic and international food brands for delivery that will be adopted by customers in the Philippines . These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks, including those risk factors identified in the Company's prospectus dated March 26, 2021 , base shelf prospectus dated May 21, 2021 and prospectus supplement dated June 10, 2021 , and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly 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 expressly required by applicable law.

SOURCE Just Kitchen Holdings Corp.

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