Lifeist Wellness Secures Equity Facility with Alumina Partners and Closes First Tranche

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Access to up to $8 million in growth capital, at will;
Minimizes dilution, providing quick access to capital to support continued momentum

TORONTO, Nov. 15, 2022 (GLOBE NEWSWIRE) — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B) (OTCMKTS: NXTTF)a health technology company that leverages advances in science and technology to create breakthrough businesses that transform human well-being, today announced that it has entered into a definitive agreement (the « Agreement Funds”) for an equity financing facility (the “Facility”) of up to $8 million with Alumina Partners (Ontario) Ltd. (“Alumina”), a subsidiary of New York-based private equity firm Alumina Partners, LLC.

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« This agreement provides Lifeist with access to growth capital, as needed, allowing us to access resources as we grow while minimizing dilution, » commented Meni Morim, CEO of Lifeist. « This strong financial support is an important vote of confidence in Lifeist, Mikra, CannMart and our collective potential, and gives us the flexibility and security we need to execute our business plan. »

“We are excited to support Lifeist as they prepare to expand their footprint in the wellness, nutraceutical and cannabis B2B spaces,” added Adi Nahmani, Managing Member of Alumina. “We see huge growth opportunities in high-margin, inflation-tolerant market niches, leading with CELLF now and hopefully soon to be followed by other offerings in development. Management’s approach to product research and development, targeted marketing initiatives and relentless dedication to customer satisfaction have impressed us deeply. We anticipate a strong 2023 for Lifeist and we are excited to be part of that growth. »

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The Investment Agreement provides Lifeist with a funding facility over a period of 24 months during which the Company may raise, subject to certain conditions, through a private placement, tranches of the Company for gross proceeds of up to $250,000. Each tranche of private placement units will consist of one common share of the Company and one common share purchase warrant of the Company. The Units will be issued at a discount of 15% to 25% from the Closing Price as determined by the filing of a Price Reservation Form with the TSXV, and the exercise price of the Warrants will be a premium of 25% over this closing price. market price. There are no finder’s fees or standby fees associated with these investments. Each tranche of Units issued will be subject to acceptance by the TSXV, and the Common Shares and Warrants issued comprising such Units will be subject to the customary hold period of four months and one day.

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Following the conclusion of the investment agreement, the Company is pleased to announce that it has closed its first tranche under said agreement, consisting of 2,500,000 units issued today at a price of $0.06 unit for gross proceeds of $150,000. Each unit consists of one common share and one transferable share purchase warrant, each warrant exercisable to acquire one additional common share at a price of $0.10 for a period of three years. Accordingly, the Company issued to Alumina from treasury 2,500,000 common shares and 2,500,000 warrants. The warrants are subject to an acceleration feature which allows the Company to give notice of an earlier expiry date if the 10-day volume-weighted average trading price of the common shares of the Company on the TSXV is equal to or greater than $0.20. The securities are subject to a hold period expiring on March 16, 2023. Proceeds from this first tranche will be used for general corporate purposes.

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About Lifeist Wellness Inc.

At the forefront of the post-pandemic wellness revolution, Lifeist is leveraging advances in science and technology to create game-changing companies that are transforming human wellbeing. Portfolio business units include: CannMart, which operates a B2B wholesale distribution business facilitating sales of recreational cannabis to Canadian provincial government screening boards; CannMart Labs, a BHO extraction facility for the production of high-margin Cannabis 2.0 products; Australian Vapes, Australia’s largest online retailer of vaporizers and accessories; and Mikra, a bioscience and consumer wellness company that commercializes innovative therapies for cellular health.

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Information about Lifeist and its activities can be accessed via the links below:

www.lifeist.com
https://cannmart.com
https://www.roilty.co
www.australianvaporizers.com.au
www.wearemikra.com

contacts

Meni Morim, Lifeist Wellness Inc., CEO
Matt Chesler, CFA, FNK IR, Investor Relations
Phone: 647-362-0390
E-mail: 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 endorses or disapproves of the contents of this press release. .

Forward-looking information

This press 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 may be identified by words or phrases such as « may », « expect », « likely », « should », « should », « plan », « anticipate », « intend ». of », « potential », « proposed », « estimate », « believe » or the negative form of these terms, or other similar words, phrases and grammatical variations, or statements that certain events or conditions « may » or « will occur ».

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Forward-looking information contained in this document, including, without limitation, statements relating to any additional drawdown under the Investment Agreement, is made as of the date of this press release and is based on assumptions that management believed were reasonable at the time such statements were made. , including, without limitation, its ability to close a private placement tranche as expected, as well as other considerations deemed appropriate in the circumstances. Although we consider these assumptions to be reasonable based on information currently available to management, there can be no assurance that these expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties which may be general or specific and which give rise to the possibility that the expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that the assumptions are not correct and that the 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 contained in this press release. These factors include, but are not limited to: the failure of the Company to meet the conditions set forth in the Investment Agreement to close any additional tranche thereunder. Other risk factors may also be found in the Company’s current MD&A, which has been filed under the Company’s SEDAR profile at www.sedar.com. Readers are cautioned not to place 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. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Source: Wellness Lifeist Inc.