Lifeist Closes CannMart Transaction with Simply Solventless Concentrates Ltd.

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 support human wellness in innovative ways, is pleased to report that, further to its news release dated June 25, 2024, it has completed the sale today of the shares (the “Closing”) of CannMart Inc. (“CannMart”), a B2B wholesale distribution business facilitating recreational cannabis sales to Canadian provincial government control boards, to Simply Solventless Concentrates Ltd. (TSXV: HASH, hereinafter “SSC”), an arm’s length party, pursuant to the terms of a share purchase agreement (the “SPA”) dated June 25, 2024 made between the Company, SSC and CannMart.

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.

"We are pleased to announce the successful completion of the sale of CannMart to Simply Solventless Concentrates, a company whose track record of profitability and operational excellence has continually impressed us," said Meni Morim, CEO of Lifeist. "This transaction not only ensures that CannMart is in capable hands but also allows Lifeist to sharpen its focus on our core mission of transforming human wellness. We believe that this sale represents a strategic win for our shareholders, as it positions Lifeist to allocate more resources towards growing Mikra while still benefiting from Simply Solventless' continued success in the cannabis market."

Lifeist obtained and the requisite shareholder approval to complete the sale of CannMart at its Annual General and Special Meeting held on September 5, 2024 and the approval of the TSX Venture Exchange to close the said transaction. In accordance with the terms of the SPA, as consideration for the sale of the issued and outstanding shares of CannMart to SSC, the Company received the following on the Closing:

1. A cash payment in the amount of $500,000.
2. 2,000,000 units of securities of SSC (the “Units”) at a price of $0.25 per unit for a total value of $500,000. Each Unit is comprised of one common share in the capital of SSC (each, a “Common Share”) and one-half of one Common Share purchase warrant. Each full warrant entitles Lifeist to purchase one SSC Common Share at an exercise price of $0.40 per Common Share for a period of 24 months following the date of issuance, subject to acceleration.
3. a promissory note from SSC (the “VTB Loan”), secured against the assets of CannMart, in the principal amount of $1,700,000 bearing interest at the rate of 3% per annum beginning on the date of the Closing, with the principal and accrued interest repayable by SSC in monthly instalments of principal and interest, payable on the first business day of each month following the date of Closing, as follows: October 1, 2024, $100,000; November 1, 2024, $400,000; December 1, 2024, $150,000; January 1, 2025, $150,000; February 1, 2025, $150,000; March 1, 2025, $150,000, and for each month thereafter, $100,000, until fully paid.

Furthermore, the VTB Loan is subject to an upward adjustment in an amount equal to 20% of the amount (if any) by which CannMart’s quarterly gross revenue exceeds $3,000,000 in respect of CannMart’s existing brands in each of the fully completed four fiscal quarters immediately following June 25, 2024.

The SPA was the result of arm’s length negotiations conducted between the Company and SSC. A copy of the SPA is available for review under the Company’s SEDAR+ profile at www.sedarplus.ca.

About Lifeist Wellness Inc.

Sitting at the forefront of the post-pandemic wellness revolution, Lifeist leverages advancements in science and technology to develop innovative products support human wellness and transform lives. Lifeist key asset is its U.S. biosciences subsidiary Mikra Cellular Sciences Inc. ("Mikra"), a biosciences and consumer wellness company focused on developing and selling innovative products.

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

www.lifeist.comhttps://wearemikra.com/

Contact:Meni MorimCEOLifeist Wellness Inc.Ph: 647-362-0390Email: [e-mail]

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.

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.

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.