Lifeist Announces Sale of Non-core Subsidiary Australian Vapes
September 18 2023 - 7:00AM
Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV:
LFST) (FRANKFURT: M5B) (OTCMKTS: LFSWF), a health-tech
company that leverages advancements in science and technology to
build breakthrough companies that transform human wellness, today
announced it has entered into a definitive share purchase agreement
(the “SPA”) with Flora Growth Corp. (NASDAQ: FLGC) (“Flora”) to
divest and sell Australian Vaporizers Pty Limited (“Australian
Vapes”), its wholly owned Australian subsidiary, to Flora for a
purchase price of US$1.9 million, subject to certain adjustments.
The transaction is expected to close in late September or early in
the fourth quarter of 2023.
"Australian Vapes is a legacy business within
Lifeist and its sale represents another step of our transformation
into a portfolio of wellness focused products and ventures,” said
Meni Morim, CEO of Lifeist Wellness. “The decision to divest
Australian Vapes aligns both strategically and financially with our
long-term business plans. This transaction allows us to focus more
resources on our flagship businesses CannMart and Mikra and
provides valuable non-dilutive capital to continue our growth
strategy. Further, Australian Vapes is accretive to Flora's
existing operations and we expect it to accelerate its growth under
Flora’s complementary business model. We believe this transaction
will uphold Lifeist's enduring legacy in the marketplace."
Pursuant to the terms of the SPA dated September
17, 2023 entered into between Lifeist, as vendor, and Flora Growth
Corp, as purchaser, Lifeist will sell all of the issued and
outstanding shares of Australian Vapes to Flora, for total
consideration valued at US$1.9 million, payable by Flora issuing
from treasury to the Company 600,676 Flora common shares, (based on
a per share price equal to US$3.1631, being the 5-day VWAP of
Flora’s common shares on NASDAQ immediately prior to the signing of
the SPA), subject to a cash balance, working capital and inventory
and inventory deposits adjustment on the closing date as set out in
the SPA. The transaction constitutes a “Reviewable Transaction”
pursuant to the policies of the TSXV and as such remains subject to
the approval of the TSXV. The Transaction does not involve any
Non-Arm’s Length Parties (as defined in TSXV Policies). Kronos
Capital Partners is acting as financial advisor to Lifeist.
About Lifeist Wellness Inc. Sitting at
the forefront of the post-pandemic wellness revolution, Lifeist
leverages advancements in science and technology to build
breakthrough companies that transform human wellness. Portfolio
business units include: CannMart, which operates a B2B wholesale
distribution business facilitating recreational cannabis sales to
Canadian provincial government control boards including for
CannMart Labs, a BHO extraction facility producing high margin
cannabis 2.0 products; Australian Vapes, one of Australia’s largest
online retailers of vaporizers and accessories; and Mikra, a
biosciences and consumer wellness company developing and selling
innovative therapies for cellular health.
Information on Lifeist and its businesses can be
accessed through the links
below: www.lifeist.com https://cannmart.com https://www.roilty.co https://wearemikra.com/ www.australianvaporizers.com.au
Contact: Meni
Morim CEO Lifeist Wellness Inc. Ph:
647-362-0390 Email: ir@lifeist.com
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 release or has in any way approved
or disapproved of the contents of this press
release.
Forward Looking Information
This news release contains “forward-looking
information” within the meaning of applicable securities laws. All
statements contained herein that are not historical in nature
contain forward-looking information. Forward-looking information
can be identified by words or phrases such as “may”, “expect”,
“likely”, “should”, “would”, “plan”, “anticipate”, “intend”,
“potential”, “proposed”, “estimate”, “believe” or the negative of
these terms, or other similar words, expressions and grammatical
variations thereof, or statements that certain events or conditions
“may” or “will” happen.
The forward-looking information contained
herein, including, without limitation, statements related to the
anticipated closing of the transaction are made as of the date of
this news release and is based on assumptions management believed
to be reasonable at the time such statements were made, including,
without limitation, Lifeist’s ability to obtain all required
approvals in a timely manner and to fulfill all conditions required
under the SPA to consummate the closing, as well as other
considerations that are believed to be appropriate in the
circumstances. While we consider these assumptions to be reasonable
based on information currently available to management, there is no
assurance that such expectations will prove to be correct. By its
nature, forward-looking information is subject to inherent risks
and uncertainties that may be general or specific and which give
rise to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that
assumptions may not be correct and that objectives, strategic goals
and priorities will not be achieved. A variety of factors,
including known and unknown risks, many of which are beyond our
control, could cause actual results to differ materially from the
forward-looking information in this press release. Such factors
include, without limitation: the inability of the Company to obtain
TSXV approval and to fulfill all closing conditions set out in the
SPA.
Additional risk factors can also be found in the
Company’s current MD&A and annual information form, both of
which have been filed under the Company’s SEDAR profile at
www.sedar.com. Readers are cautioned not to put undue reliance on
forward-looking information. The Company undertakes no obligation
to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable law. Forward-looking statements contained in
this news release are expressly qualified by this cautionary
statement.
Source: Lifeist Wellness Inc.
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