Lifeist Closes Non-Brokered Private Placement of Secured Convertible Debentures

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Provides Additional Capital to Fuel Expansion of Lifeist’s Cannabis and Nutraceuticals Businesses

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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TORONTO, March 16, 2023 (GLOBE NEWSWIRE) — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B) (OTCMKTS: NXTTF), a health-tech company that leverages advancements in science and technology to build breakthrough companies that transform human wellness, today announced that it has closed a non-brokered private placement (the “Offering”) of secured convertible debentures (the “Debentures”) for aggregate gross proceeds to the Company of $100,000 (the “Funded Amount”). The Company intends to use the proceeds from the Offering to help fuel expansion of Lifeist’s cannabis and nutraceuticals businesses, CannMart, Inc (“CannMart”) and Mira Cellular Sciences Inc. (“Mikra”), and general corporate purposes.

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“Our ability to raise this growth capital at a premium to the current share price is directly tied to the recent progress CannMart has made with its in-house concentrates brand Roilty, and is a great vote of confidence in our cannabis business,” commented Meni Morim, Lifeist’s CEO. “Recent financial market challenges have made liquidity increasingly important. Lifeist is better capitalized today as we continue our path to profitability.”

The Debentures sold in the Offering carry a principal amount of $117,647 including an original issuance discount of 15% (“Principal Amount”), will not bear interest, and mature on March 15, 2024 (the “Maturity Date”). Holders of the Debentures will be entitled to convert the Funded Amount of the Debentures at any time on or prior to the Maturity Date into common shares of the Company at a conversion price of $0.065 (the “Conversion Price”), subject to standard adjustments. The repayment of the Principal Amount of the Debentures will be secured by a security agreement over specific equipment of the Company. This Offering is part of an offering by the Company of Debentures to raise up to a maximum of $450,000‎ to be completed in one or more tranches as the Company may determine. Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals. There can be no assurance that the Offering will be completed, whether in whole or in part.

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There are no warrants and no finders fees associated with the Offering. Closing of the Offering is subject to regulatory approval, including that of the TSX Venture Exchange (“TSXV”).

The Debentures were offered and sold by private placement in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106 – Prospectus Exemptions.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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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 Vaporizers, 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.

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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
Matt Chesler, CFA, FNK IR, Investor Relations
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.

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The forward-looking information contained herein, including, without limitation, statements related to the anticipated timing of the closing of the Offering, the anticipated use of proceeds from the Offering, and the receipt of required approvals, are 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, expectations that: the Company will have the ability to complete the Offering and/or utilize the proceeds on the terms and within the timelines anticipated; and the Company’s ability to obtain the required approvals to complete the Offering on the proposed terms and timeline. 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 Company’s inability to complete the Offering and/or utilize the proceeds on the terms and within the timelines anticipated or at all; and the Company’s inability to obtain the required approvals to complete the Offering on the proposed terms or timeline or at all, 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 which has been filed under the Company’s SEDAR profile at www.sedar.com. 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.