Lifeist Announces Common Share Consolidation

TORONTO, April 30, 2024 (GLOBE NEWSWIRE) — 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, today announced that its Board of Directors has approved the consolidation of its common shares on the basis of a ratio of one (1) post-consolidation common share for every twenty (20) pre-consolidation common shares, subject to TSX-V approval (the “Consolidation”). Neither the Company’s name nor its trading symbol will change in connection with the Consolidation. The Consolidation was approved by the Company’s shareholders at the annual and special meeting held on March 14, 2024 (the “AGSM”). Further details about the Consolidation can be found in the Company’s management information circular dated February 2, 2024 (the “Circular”) distributed to shareholders in connection with the AGSM, a copy of which is available on SEDAR+ at www.sedarplus.ca.

As stated in the Circular for the AGSM, management is of the view that the current share structure of the Company makes it difficult or impossible for the Company to attract business opportunities or any additional equity financing that may be required by the Company. Management is of the opinion that the Consolidation will increase its flexibility and present additional opportunities with respect to potential business transactions, including any equity financing.

Currently, there are 594,087,243 common shares issued and outstanding, and after the Consolidation is effective there will be approximately 29,704,362 common shares issued and outstanding. No fractional shares will be issued as a result of the Consolidation. Instead, any fractional share interest of 0.5 or higher arising from the Consolidation will be rounded up to one whole share, and any fractional share interest of less than 0.5 will be cancelled without further compensation.

The Company will issue a future news release announcing the effective date of the Consolidation and its new CUSIP and ISIN numbers.

Registered shareholders of the Company that hold their shares in certificated form will receive a letter of transmittal from the Company’s transfer agent, Computershare Investor Services Inc., with instructions for exchanging their pre-consolidation shares for post-consolidation shares. Shareholders who hold their shares in DRS or through a broker or other intermediary will not need to complete a letter of transmittal.

Lifeist also reports, further to its June 30, 2023 news release, as required by the approval of the TSXV in connection with the Consulting Agreement dated June 30, 2023 and as amended on February 1, 2024, entered into by the Company with Singular Narrative Management Ltd. (“Singular”) for the provision of strategic business consulting, product development, and brand marketing services to the Company as well as other services that do not include investor relations or promotional activities, that it has issued an aggregate of 8,000,000 common shares and 2,400,000 common share purchase warrants to acquire up to 2,400,000 common shares as payment to Singular of the monthly fee of $20,000 for services provided in the month of January and the monthly fee of $40,000 for services provided in the months of February and March 2024, calculated in accordance with the amended Consulting Agreement. The common shares were issued at deemed prices per share of $0.01. The warrants have an exercise price of $0.05 per share and expire 5 years from their respective date of issuance.

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; 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; and Australian Vapes, one of Australia’s largest online retailers of vaporizers and accessories.

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

www.lifeist.com
https://wearemikra.com/
https://cannmart.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 Consolidation are made as of the date of this news release and are based on assumptions management believed to be reasonable at the time such statements were made, including without limitation, the Consolidation can be effective shortly and may enable the Company to achieve some of the benefits described herein as a result of the Consolidation, 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 news release. Such factors include, without limitation: the inability of the Company to obtain TSXV approval for the Consolidation, in a timely manner, if at all, the Consolidation failing to achieve its intended benefits, the Company’s failure to develop its businesses as anticipated and risks relating to the Company’s ability to execute its business strategy and the benefits realizable therefrom. 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.