LFST Lifeist Wellness Inc

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 ventures that transform human wellness, is pleased to announce that each of the Company and CannMart Inc. (“CannMart”), the Company’s wholly owned Ontario subsidiary, has entered into a services agreement (the “Services Agreement”) and a share purchase agreement (the “SPA”) each dated June 25, 2024 with Simply Solventless Concentrates Ltd. (TSXV: HASH, hereinafter “SSC”), an arm’s length party, for SSC to provide operational support services to CannMart pending SSC’s acquisition of CannMart pursuant to the SPA. CannMart operates a B2B wholesale distribution business facilitating recreational cannabis sales to Canadian provincial government control boards.

SSC is a leading Canadian cannabis company which has successfully implemented innovative systems and operational methodologies resulting in six straight quarters of positive EBITDA and positive net income in Q1 2024. Lifeist shareholders are set to immediately benefit by having SSC support the operations of CannMart, deploying SSC's expertise from its existing operations, while enjoying a fee structure which ensures a minimum net revenue amount to be retained by CannMart each month. This arrangement will allow Lifeist to immediately enjoy positive cash flow from the CannMart asset while SSC supports CannMart in its day-to-day operations. Lifeist will continue to enjoy these benefits throughout the period until which the sale of the shares of CannMart contemplated by the SPA is completed (the “Share Sale Transaction”).

“We have been deeply impressed by Simply Solventless’ ability to operate profitably in an otherwise extremely challenging commercial landscape, leveraging sophisticated cost control and sales management systems across their business units,” said Meni Morim, CEO of Lifeist. “This agreement secures that same industry leading expertise to support CannMart, while achieving further economies of scale and improved reach that will make the resulting enterprise greater than the sum of its parts. We are pleased to join forces with one of the only Canadian public cannabis companies that has proven capable of operating profitably. These agreements represent the best path forward for Lifeist shareholders, with new operational expertise for CannMart and exposure to Simply Solventless through units at a favorable valuation, providing upside as the combined entity continues to grow.”

Effective immediately and throughout the term of the Services Agreement:

1. SSC will provide support services to CannMart and will be responsible to fund all expenses of said operations.2. Lifeist will pay to SSC a monthly services fee which is the lesser of: (i) 90% of CannMart’s net revenue; and (ii) CannMart’s net revenue less C$100,000.

Simultaneously with the execution of the Services Agreement, Lifeist entered into the SPA with SSC to sell all the issued and outstanding shares of CannMart to SSC on the following terms, subject to, among other things, shareholder and TSXV approval and subject to certain adjustments to the total purchase price as set forth in the SPA:

1. C$500,000 payable upon the closing date.2. C$1,500,000 plus applicable interest in a VTB loan, subject to adjustments as set forth in the share purchase agreement.3. C$500,000 satisfied by the issuance of units, comprised of one common share and one-half purchase warrant to purchase one common share of SSC. 4. SSC shall pay Lifeist 100% of the net revenue generated by the sale of 50% of existing inventory (presently estimated at C$1,000,000 value), separate and in addition to any other fees.5. An earnout bonus of 20% of any revenue above C$3,000,000 per quarter over the first 12 months.

For the purposes of section 301 of the Business Corporations Act (British Columbia) (“BCBCA”) the Share Sale Transaction constitutes the sale of the majority of the Company’s undertaking and accordingly requires the approval of 2/3 of the shareholders of the Company entitled to vote thereon in order to complete such sale. In addition to obtaining shareholder approval, the closing of the Share Sale Transaction is subject to, among other things, the satisfaction of all regulatory requirements and the fulfilment of certain other conditions, including the approval of the Share Sale Transaction by the TSXV. The Company intends to call the requisite meeting of shareholders as soon as practicable to obtain the required shareholder approval (the “Meeting”) and will be filing and posting its management information circular (the “Circular”) for the Meeting on SEDAR+ and its website in due course which will further describe the Share Sale Transaction, Shareholders are urged to review the Circular, once available, for additional details of the SPA and the Share Sale Transaction.

This news release describes some of the principal terms of the Share Sale Transaction and the SPA, as well as the Services Agreement. It does not purport to be complete and it is subject to, and qualified in its entirety by reference to, the provisions of the SPA and the Services Agreement, copies of which will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Services Agreement, and the SPA are the result of arm’s length negotiations conducted between the Company and SSC.

Trading in Lifeist’s common shares on the TSXV has been halted and will remain halted until such time as all required documentation has been submitted to the TSXV.

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: Mikra, a biosciences and consumer wellness company developing and selling innovative products for cellular health; and 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.

Information on Lifeist and its businesses can be accessed through the links below:

www.lifeist.com https://wearemikra.com/ https://cannmart.com

Contact: Meni MorimCEOLifeist 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 Share Sale Transaction under the SPA is 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 all required shareholder and/or regulatory approvals to complete the Share Sale Transaction 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 filed under the Company’s SEDAR+ profile at www.sedarplus.ca. 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.