FLGC Flora Growth Corporation

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 companies that transform human wellness, today announced the sale of Australian Vaporizers Pty Ltd. (“Aussie Vapes”), its wholly owned Australian subsidiary to Flora Growth Corp. (NASDAQ: FLGC) (“Flora”), a U.S.-based consumer-packaged goods and pharmaceutical distributor serving all 50 states and 28 countries. The sale was completed through a share purchase agreement (the “SPA”) entered into between Lifeist, as vendor, and Flora Growth Corp, as purchaser, pursuant to which Lifeist has sold the issued and outstanding shares of Aussie Vapes to Flora, for total consideration valued at approximately C$900,000, payable by Flora issuing from treasury to the Company 550,000 Flora common shares.

“We are pleased to announce the sale of Aussie Vapes to an organization whose core business is an excellent fit for Aussie Vapes and that is well positioned to allocate specialized management resources to that market, catalyzing faster growth,” said Meni Morim, CEO of Lifeist Wellness. “Although our original sale agreement with Flora was terminated, we have remained in contact and were able to ultimately arrive at mutually agreeable terms for the sale of Aussie Vapes. We have continued to develop the business and adapt to the rapidly changing regulatory environment in Australia, but it remained a non-core asset for Lifeist. The sale allows Lifeist to exit the Australian devices market and focus our attention on more aggressively developing core assets in North America, while at the same time strengthening our cash position.”

The terms of the sale of Aussie Vapes represent a substantial improvement over the previous agreement announced September 18, 2023. With the present sale, Lifeist has delivered C$400,000 of inventory (vs. C$1.1 million of inventory in the previous agreement) and C$50,000 cash (vs. C$450,000 cash in the previous agreement). This represents a C$1.1 million improvement in working capital to the benefit of Lifeist shareholders. The sale also provides Lifeist shareholders with immediate meaningful exposure to positive developments in the U.S. market through a significant position in Flora common shares, with the potential for further cooperation with Flora in the future as events unfold.

The transaction does not involve any Non-Arm’s Length Parties (as defined in TSXV Policies).

Kronos Capital Partners Inc. acted as financial advisor to Lifeist in connection with the transaction.

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 and CannMart, a B2B wholesale distribution business facilitating recreational cannabis sales to Canadian provincial government control boards.

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

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

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 anticipated closing of the transaction 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. 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.

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.