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, is
pleased to announce that further to the Company’s news release of
June 1, 2023, it has acquired 100% of 1000501971 Ontario Inc.
(“
Zest”) for $3,411,707.90 (the
“
Acquisition”) in an all-stock transaction.
"Zest's addition to CannMart brings an elevated
level of growth and innovation through its exceptional cannabis
products," stated Daniel Stern, CEO of CannMart. "With the
expansion of our product lines, we solidify our position as a
market leader. Through Zest, CannMart now offers a wide range of
cannabis products, including Liquid Diamond and other hydrocarbon
focused vapes, infused pre-rolls and flower, while Roilty provides
high-quality cannabis extracts such as live resin, vapes, sugar
wax, and shatter. Leveraging our existing marketing and sales
teams, we are confident in our ability to further develop the
inventive brand and drive continued growth to achieve results on
par with the success we have seen with our Roilty brand."
"It is my great pleasure to extend a warm
welcome to the Zest team as they join our family of wellness
companies at Lifeist," said Meni Morim, CEO of Lifeist. "Our
primary objective is to improve our profitability through expanding
our product portfolio through strategic acquisitions and internal
development, offering consumers a diverse range of choices for
unique health and wellness experiences. With the addition of
high-margin Zest products, alongside Roilty and other high-quality
brands, CannMart continues its growth trajectory to provide
convenience and satisfaction to both consumers and provincial
buyers in the marketplace."
The Acquisition will enhance the competitive
position of Lifeist and CannMart in the cannabis industry by adding
a complementary portfolio of hydrocarbon vape, infused pre-rolls
and flower SKUs to the current product assortment of cannabis
concentrates offered by in-house brand Roilty. CannMart, Lifeist’s
B2B wholesale distribution business facilitating recreational
cannabis sales within Canada, will continue to develop and expand
the Zest brand’s already strong store penetration, and broaden the
scope and scale of cannabis category offerings across Canada. The
Acquisition has strengthened Lifeist’s ability to serve the various
and evolving needs of customers across the marketplace today and
into the future.
TRANSACTION DETAILS
The Acquisition was completed pursuant to the
terms of an amended and restated share purchase agreement,
dated July 19, 2023 (the "Amended Acquisition
Agreement"), which amended and restated the Share Purchase
Agreement (as defined and detailed in the Company’s news release
dated June 1, 2023). Pursuant to the terms of the Amended
Acquisition Agreement, the Company acquired 100% of the issued and
outstanding shares of Zest from Zest Cannabis Inc. and issued the
Share Consideration to 13735346 Canada Inc. and 1000496959 Ontario
Ltd. (together, the “Seller’s Shareholders”). The
Company issued the aggregate consideration of 68,234,158 common
shares of the Company (each, a "Common Share")
valued at $3.4 million (the "Consideration
Shares"), on the basis of a deemed price
of $0.05 per Common Share and issued at a premium to
market.
The total Consideration Shares for the
Acquisition includes:
- 30,734,158 Common Shares at a price
of $0.05 per Common Share (the “Initial Consideration
Shares”) ($1,536,707.90), and
- 37,500,000 Common Shares at a price
of $0.05 per Common Share (the “Escrowed Shares”)
($1,875,000), to be held in escrow and released over a period of
nine months in accordance with certain milestones pursuant to the
terms and conditions of an escrow agreement.
As a condition of the Acquisition, each Seller’s
Shareholder will enter into a support and voting agreement (the
“Voting Agreement”) with respect to the
Consideration Shares received by the Seller’s Shareholders in
connection with the Acquisition. Pursuant to the Voting Agreement,
the Company will provide written notice to each Seller’s
Shareholder recommending how the Considerations Shares should be
voted. The Seller’s Shareholders have the right to abstain from
voting. The Voting Agreement will automatically terminate two years
after the date of the closing of the Acquisition.
About the ‘Zest’ Brand
The ‘Zest’ brand launched in September 2022 and
has experienced remarkable growth within a short period of time,
offering nine SKUs of vape, pre-rolls, and flower products
currently available in Alberta, Ontario, Saskatchewan, Manitoba,
and the Territories. Lifeist’s subsidiary, CannMart is focused on
rapidly expanding and growing Zest’s market share in the 10
provinces and 2 territories CannMart currently serves. Zest has
developed innovative products while tapping into fast-growing
cannabis product sub-categories in the Canadian market. For more
information visit: www.zestcannabis.ca.
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
Contacts Meni Morim, Lifeist
Wellness Inc., CEO Ph: 647-362-0390 Email: ir@lifeist.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
or has in any way approved or disapproved of the contents of this
press release.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. These statements relate to future events or future
performance. The use of any of the words “could”, “intend”,
“expect”, “believe”, “will”, “projected”, “estimated” and similar
expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on the Company’s current belief or
assumptions as to the outcome and timing of such future events.
The forward-looking information and
forward-looking statements contained herein include, but are not
limited to, statements regarding: the Company’s goal to leverage
advancements in science and technology to build breakthrough
companies that transform and revolutionize human wellness; the
proposed benefits, terms, and timeline with respect to the
Acquisition, including, the Acquisition bringing an elevated level
of growth and innovation through its exceptional cannabis products
to the Company, expanding the Company’s product lines and
solidifying the Company’s position as a market leader, providing
the Company the opportunity to develop the Zest brand with the goal
of reproducing the success the Company has seen with its Roilty
brand, continuing the Company’s growth trajectory, and enhancing
the competitive position of the Company and CannMart in the
cannabis industry; the Company’s primary objective will continue to
be the improvement of its profitability through expanding its
product portfolio through strategic acquisitions and internal
development; the Company will continue to develop and expand the
Zest brand’s already strong store penetration, and broaden the
scope and scale of cannabis category offerings across Canada; and
the satisfaction of customary conditions of closing and the
completion of the Acquisition under the timeline stated, including
the deposit and release of the Escrowed Shares pursuant to the
terms of the escrow agreement.
Forward-looking information in this press
release are based on certain assumptions and expected future
events, which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements, and those assumptions and expected
future events include, but are not limited to: the Company’s
ability to leverage advancements in science and technology to build
breakthrough companies that transform and revolutionize human
wellness; the Company’s ability to realize upon the proposed
benefits, terms, and timeline with respect to Acquisition,
including, the Acquisition bringing an elevated level of growth and
innovation through its exceptional cannabis products to the
Company, expanding the Company’s product lines and solidifying the
Company’s position as a market leader, providing the Company the
opportunity to develop the Zest brand with the goal of reproducing
the success the Company has seen with its Roilty brand, continuing
the Company’s growth trajectory, and enhancing the competitive
position of the Company and CannMart in the cannabis industry; the
Company’s ability to maintain its primary objective of improving
its profitability through expanding its product portfolio through
strategic acquisitions and internal development; the Company having
the ability to develop and expand the Zest brand’s already strong
store penetration, and broaden the scope and scale of cannabis
category offerings across Canada; and the Company’s ability to
satisfy customary conditions of closing and complete the
Acquisition under the timeline stated, including the deposit and
release of the Escrowed Shares pursuant to the terms of the escrow
agreement.
These statements involve known and unknown
risks, uncertainties and other factors, which may cause actual
results, performance or achievements to differ materially from
those expressed or implied by such statements, including but not
limited to: the Company’s inability to leverage advancements in
science and technology to build breakthrough companies that
transform and revolutionize human wellness; the Company’s inability
to realize upon the proposed benefits, terms, and timeline with
respect to Acquisition, including, the Acquisition bringing an
elevated level of growth and innovation through its exceptional
cannabis products to the Company, expanding the Company’s product
lines and solidifying the Company’s position as a market leader,
providing the Company the opportunity to develop the Zest brand
with the goal of reproducing the success the Company has seen with
its Roilty brand, continuing the Company’s growth trajectory, and
enhancing the competitive position of the Company and CannMart in
the cannabis industry; the Company’s inability to maintain its
primary objective of improving its profitability through expanding
its product portfolio through strategic acquisitions and internal
development; the Company’s inability to develop and expand the Zest
brand’s already strong store penetration, and broaden the scope and
scale of cannabis category offerings across Canada; and the
Company’s inability to satisfy customary conditions of closing and
complete the Acquisition under the timeline stated, including the
deposit and release of the Escrowed Shares pursuant to the terms of
the escrow agreement.
Readers are cautioned that the foregoing list is
not exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which
they are placed will occur. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated.
Forward-looking statements contained in this
press release are expressly qualified by this cautionary statement
and reflect the Company’s expectations as of the date hereof and
are subject to change thereafter. The Company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, estimates or opinions,
future events or results or otherwise or to explain any material
difference between subsequent actual events and such
forward-looking information, except as required by applicable
law.
Source: Lifeist Wellness Inc.
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