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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States. See "Plan of Distribution". PROSPECTUS Initial Public Offering January 12, 2021 KITS EYECARE LTD. $55,000,000 6,470,588 Common Shares This prospectus qualifies the distribution (the "Offering") of 6,470,588 common shares ("Common Shares") of Kits Eyecare Ltd. (the "Company", "KITS", "us" or "we") by the Company at a price of $8.50 per Common Share (the "Offering Price"). The Common Shares are being offered on a “commercially reasonable best efforts” basis pursuant to the terms and conditions of an agency agreement (the "Agency Agreement") dated January 12, 2021 by and among the Company, certain of its shareholders, Canaccord Genuity Corp. (the "Lead Agent"), CIBC World Markets Inc., Scotia Capital Inc., Roth Canada, ULC, Haywood Securities Inc. and Stifel Nicolaus Canada Inc. (collectively with the Lead Agent, the "Agents"). The Offering Price for the Common Shares was determined based upon arm’s length negotiations between the Company and the Agents, in the context of the market. See "Plan of Distribution". KITS is a rapidly growing, digital eyecare platform providing eyewear for eyes everywhere. We offer customers access to a vast selection of contact lenses and eyeglasses, including our own exclusive KITS designed products, as well as a robust suite of online vision tools. Our efficient digital platform, backed by our industry-leading manufacturing and designs, removes intermediaries and enables us to offer great prices and deliver made to order personalized products with incredible care and accuracy. We are creating disruption in the industry by constantly pursuing cutting-edge technologies to enable the best customer experience, including online eyewear fitting tools, virtual try-on for glasses, and an integrated online vision test. We strive to delight our customers with our competitive prices, a convenient digital shopping experience, fast and reliable delivery options – including our convenient "Autoship" subscription program for contact lenses – and an unrelenting focus on earning our customers’ lifelong trust. See "The Business of KITS". Upon completion of the Offering and after giving effect to the Pre-Closing Capital Changes (as defined herein) and assuming no exercise of the Over-Allotment Option (as defined herein), the Original Kits Shareholders (as defined herein) will, collectively, own or control, directly or indirectly, 13,272,212 Common Shares, which will represent 42.8% of the then outstanding Common Shares (12,360,447 Common Shares, or 39.9% of the then outstanding Common Shares, if the Over- Allotment Option is exercised in full), and LD Group Holdings Ltd. ("LD Group"), a company whose shareholders are comprised of the LD Vision Shareholders (as defined herein) will own 10,670,589 Common Shares, which will represent 34.4% of the then outstanding Common Shares (10,611,766 Common Shares, or 34.2% of the then outstanding Common Shares, if the Over-Allotment Option is exercised in full). See "Description of Share Capital" and "Principal Shareholders". As a result, the Principal Shareholders (as defined herein) will have significant influence over us and our affairs. All of the Common Shares held upon completion of the Offering by the Principal Shareholders and our directors and executive {00341799.9} ii {00341799.9} iii {00341799.9} iv {00341799.9} v {00341799.9} vi {00341799.9} vii officers will be subject to contractual Lock-Up Arrangements (as defined herein) with the Agents (as defined herein). See "Plan of Distribution – Lock-Up Arrangements". There is currently no market through which the Common Shares may be sold and purchasers may not be able to resell the Common Shares purchased under this prospectus. This may affect the pricing of the Common Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Common Shares, and the extent of issuer regulation. See "Risk Factors". The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Common Shares under the symbol "KITS". Listing is subject to the Company fulfilling all of the requirements of the TSX on or before March 23, 2021, including distribution of these securities to a minimum number of public shareholders. See "Plan of Distribution". An investment in the Common Shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under "Risk Factors" before purchasing Common Shares. PRICE: $8.50 PER COMMON SHARE Price to the Agents' Net Proceeds to Public(1) Fee(2) the Company(3) Per Common Share ................................................. $8.50 $0.51 $7.99 Total Offering(4) ....................................................... $55,000,000 $3,300,000 $51,700,000 Notes: (1) The Offering Price has been determined by negotiation between us and the Lead Agent, on behalf of the Agents. (2) In consideration for the services rendered by the Agents in connection with the Offering, the Company has agreed to pay the Agents a fee (the "Agents’ Fee") equal to 6.0% of the gross proceeds of the Offering. The Company has also agreed to pay to the Lead Agent a corporate finance fee of $250,000 (the "Corporate Finance Fee"), of which $125,000 shall be payable in cash and $125,000 will be payable by the issuance of 14,706 Common Shares at the Offering Price (the "Corporate Finance Fee Shares"). This Prospectus qualifies the distribution of the Corporate Finance Fee Shares. See "Plan of Distribution". (3) Before deducting expenses of the Offering estimated at $1,000,000 (not including the Agents’ fee). We have also agreed to reimburse the Agents for their reasonable expenses in connection with the Offering. See "Use of Proceeds" and "Plan of Distribution". (4) The Principal Shareholders (as defined herein) have granted the Agents an option (the "Over-Allotment Option"), exercisable, in whole or in part, at any time for a period of 30 days after the Closing Date (as defined herein), to purchase from the Principal Shareholders up to an aggregate 970,588 additional Common Shares on the same terms as set forth above solely to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Agents’ Fee" and "Net Proceeds to the Company" will remain unchanged and the Principal Shareholders will receive net proceeds of $7,755,000, after deducting the Agents' fee of $495,000, and before deducting expenses relating to the exercise of the Over-Allotment Option estimated at $50,000, which will be borne by the Principal Shareholders. This prospectus also qualifies the grant of the Over-Allotment Option and the sale of the Common Shares upon the exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Agents’ over-allocation position acquires such Common Shares under this prospectus, regardless of whether the Agents’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Plan of Distribution". In connection with the Offering, the Agents have been granted the Over-Allotment Option and may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution". The following table sets out the number of Common Shares that may be sold by the Principal Shareholders to the Agents pursuant to the Over-Allotment Option, and the number of securities that may be issued by the Company to the Agents pursuant to the Corporate Finance Fee Shares: Maximum Number of Agents' Position Securities Available Exercise Period Exercise Price Over-Allotment Option ........................................... 970,588 Common Up to 30 days following $8.50 per Common Share Shares the Closing Date Corporate Finance Fee Shares ................................ 14,706 Common N/A N/A Shares Potential investors are advised to consult their own legal counsel and other professional advisers in order to assess income tax, legal, and other aspects of this investment. ii This Offering is not underwritten or guaranteed by any person. The Agents conditionally offer the Common Shares for sale on a "commercially reasonable efforts" basis without underwriter liability, subject to prior sale, if, as and when issued by the Company, in accordance with the conditions contained in the Agency Agreement referred to under "Plan of Distribution" and subject to approval of certain legal matters on the Company’s behalf by Sangra Moller LLP and on behalf of the Agents by Blake, Cassels & Graydon LLP. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

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