Lifeist Announces Common Stock Consolidation

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TORONTO, April 30, 2024 (GLOBE NEWSWIRE) — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B) (OTCMKTS: LFSWF), a health technology company leveraging advances in science and technology to build groundbreaking ventures that transform human well-being, today announced that its board of directors has approved the consolidation of its common stock based on a post-consolidation ratio of one (1) common stock for twenty (20) shares of common stock each prior to the Consolidation, subject to approval by the TSX-V (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 regarding 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 Annual General Meeting. A copy thereof is available on SEDAR+ at www.sedarplus.ca.

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As set forth in the Annual General Meeting Circular, management believes that the Company’s current share structure makes it difficult or impossible for the Company to attract business opportunities or obtain additional equity financing that the Company may require. Management believes that the consolidation will increase its flexibility and provide additional opportunities with respect to potential business transactions, including any equity financings.

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There are currently 594,087,243 shares of common stock issued and outstanding and approximately 29,704,362 shares of common stock will be issued and outstanding after the consolidation becomes effective. Due to the consolidation, no fractional shares will be issued. Instead, fractional shares of 0.5 or more resulting from the consolidation will be rounded up to a whole share and any fractional shares less than 0.5 will be canceled without further compensation.

The Company will issue a press release in the future announcing the effective date of the consolidation and the new CUSIP and ISIN numbers.

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Registered shareholders of the Company who 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 converting their pre-consolidation shares into post-consolidation shares. Shareholders who hold their shares with DRS or through a broker or other intermediary are not required to complete a transmittal letter.

Lifeist also reports subsequent to its press release dated June 30, 2023, as required by the TSXV in connection with the Advisory Agreement dated June 30, 2023 and as amended on February 1, 2024, that the Company entered into with Singular Narrative Management Ltd. (“Singular”) to provide strategic business advisory, product development and brand marketing services to the Company, as well as other services not including investor relations or promotional activities, has issued an aggregate of 8,000,000 shares of common stock – shares and 2,400,000 common stock purchase warrants to purchase up to 2,400. 000 common shares as payment to Singular for the monthly fee of $20,000 for services performed in January and the monthly fee of $40,000 for services performed in the months of February and March 2024. calculated in accordance with the amended consulting agreement. The common stock was issued at a deemed price of $0.01 per share. The warrants have an exercise price of $0.05 per share and expire five years from their respective issuance dates.

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About Lifeist Wellness Inc.

Lifeist is at the forefront of the post-pandemic wellness revolution, leveraging advances in science and technology to build groundbreaking companies that transform human well-being. Portfolio businesses include: Mikra, a life sciences and consumer wellness company that develops and markets innovative cellular health products; CannMart, which operates a B2B wholesale distribution business that facilitates the sale of recreational cannabis to Canadian provincial government regulatory agencies, including CannMart Labs, a BHO extraction facility that produces high-margin Cannabis 2.0 products; and Australian Vapes, one of Australia’s largest online retailers of vaporizers and accessories.

Information about Lifeist and its companies can be found through the following links:

www.lifeist.com

https://wearemikra.com/

Home

www.australianvaporizers.com.au

Contact:

For me, Morim
CEO
Lifeist Wellness Inc.
Phone: 647-362-0390
Email: [email protected]

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 press release or has in any way approved or disapproved the contents of this press release.

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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 can be identified by words or expressions such as “could,” “expect,” “likely,” “should,” “would,” “plan,” “anticipate,” “intend,” “potential.” suggested,” “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” occur.

The forward-looking information contained herein, including, but not limited to, statements related to consolidation, is made as of the date of this press release and is based on assumptions that management believed to be reasonable at the time such statements were made, including, but not limited to: The Consolidation may become effective shortly and may allow the Company to achieve some of the benefits described herein as a result of the Consolidation, as well as other considerations deemed appropriate in the circumstances. Although we believe these assumptions are reasonable based on the information currently available to management, there is no guarantee that these expectations will prove to be correct. By their nature, forward-looking information is subject to inherent risks and uncertainties, which may be general or specific, giving rise to the possibility that expectations, forecasts, predictions, forecasts or conclusions may not prove to be accurate or that assumptions may not be accurate and that objectives, strategic goals and priorities are not 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. Such factors include, but are not limited to: the Company’s inability to obtain TSXV approval of the Consolidation on a timely basis or at all, the Company’s failure to achieve the intended benefits of the Consolidation, the Company’s failure to develop its business as expected and related factors Risks affect the company’s ability to implement its business strategy and the benefits that can be achieved from it. Additional risk factors can also be found in the Company’s current MD&A, which is filed on the Company’s SEDAR+ profile at www.sedarplus.ca. 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 law. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Source: Lifeist Wellness Inc.

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