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, is
pleased to announce it has entered into a definitive share purchase
agreement (the “
Share Purchase Agreement”),
pursuant to which the Company will acquire 100% of 1000501971
Ontario Inc. (“
Zest”) for $3,411,707.90 (the
“
Acquisition”).
The Acquisition is an all-stock transaction,
marking another significant milestone for Lifeist’s expansion
strategy.
About the ‘Zest’ Brand
The ‘Zest’ brand launched in September 2022 and
has experienced remarkable growth within a short period of time,
establishing a presence in Alberta, Ontario, Saskatchewan,
Manitoba, and the Territories. With nine SKUs currently available
and a store penetration rate of 22% in Alberta, Lifeist’s
subsidiary, CannMart is focused on rapidly expanding and growing
Zest’s market share in the markets CannMart currently serves. The
brand’s success is further bolstered by developing innovative
products and its ability to tap into fast-growing sub-categories
within the Canadian cannabis market.
“The acquisition of Zest is another crucial step
in our journey to establish Lifeist as one of Canada’s leading
health-tech companies, with a goal to revolutionize human
wellness,” said Meni Morim, CEO of Lifeist. “With Zest we acquire
an established brand with sales in multiple provinces and
territories, along with the added benefit of their unique Liquid
Diamond vape formulations. The sale of vapes will generate
additional revenue streams for Lifeist through prospective royalty
and licencing agreements. We look forward to the seamless
integration of Zest and its product portfolio into the Lifeist
group of companies.”
“We are very excited about this strategic
acquisition, as Zest has demonstrated tremendous growth through its
innovative and complementary SKU assortment,” said Daniel Stern,
CEO of CannMart. “The acquisition allows us to stay true to our
core categories and further solidifies our position in the market.
With the addition of Zest’s products, we anticipate accelerated
growth in both top-line revenue and, more importantly, gross profit
for our Cannabis division. What’s even more exciting is that this
growth can be achieved without the need for additional capital
expenditure or operating expenses. Leveraging our existing
marketing and sales teams, we are confident we can continue to
drive growth and achieve results similar to those we’ve
accomplished with our successful Roilty brand.”
Zest has demonstrated solid sales growth, with
shipments growing an average of 28% MoM from September 2022 to
April 2023 across all provinces and categories. The focus is to
continue this expansion with plans to increase the number of
products available in Ontario to 14 by the end of Q3 2023. Zest is
also looking to expand its current presence in Manitoba,
Saskatchewan, as well as the Northwest Territories, Yukon, and
Nunavut. The expansion into new product categories in response to
the growing demand for Zest’s offerings positions Lifeist for
continued success and reinforces its commitment to delivering
innovative and exceptional cannabis products to consumers
nationwide.
This acquisition also represents a considerable
opportunity for Lifeist to make material contributions to its
topline and gross profit. By incorporating additional popular
‘Zest’ products into its portfolio, Lifeist expands its product
offering and the number SKUs available. The addition of Zest’s
high-quality infused pre-rolls and the ground-breaking Liquid
Diamond vape formulations perfectly compliments CannMart’s
distribution network and in-house brand, Roilty, renowned for its
BHO extracts and distillate vapes.
Transaction Details
The Acquisition, which is an arm’s length
transaction, is subject to, among other things, receipt of required
TSX Venture Exchange (“TSXV”) approval, and other
customary conditions of closing, and is expected to close in the
coming weeks. Pursuant to the terms of the Share Purchase
Agreement, Lifeist will purchase 100% of the issued and outstanding
shares of Zest from 13735346 Canada Inc. and 1000496959 Ontario
Ltd. (together, the “Sellers”). The consideration
for the Acquisition is comprised of, and is payable upon the
following terms: (i) $1,536,707.90 in common shares of the Company
(“Common Shares”) on the basis of a deemed price
of $0.05 per Common Share (the “Initial Consideration
Shares”) and (ii) $1,875,000 in Common Shares on the basis
of a deemed price of $0.05 per Common Share (the “Escrowed
Shares” and together with the Initial Consideration
Shares, the “Consideration Shares”). Pursuant to
the terms of the Share Purchase Agreement, the Escrowed Shares
shall be deposited into escrow and released over a period of nine
months in accordance with certain milestones pursuant to the terms
and conditions of the escrow agreement.
As a condition of the Acquisition, each Seller
will enter into a support and voting agreement (the “Voting
Agreement”) with respect to the Consideration Shares
received by the Sellers in connection with the Acquisition.
Pursuant to the Voting Agreement, the Company will provide written
notice to each Seller on how the Considerations Shares must be
voted. The Voting Agreement will automatically terminate two years
after the date of the closing of the Acquisition.
Corporate Update
The Company also announced today the grant of
restricted share units (“RSUs”) to members of the senior management
team as part of a salary deferral program implemented in 2022. The
board of directors have approved a grant of 281,843 RSUs to senior
management of the Company. The RSUs will vest one year from the
grant date and have a two-year term. The grants of RSUs are subject
to TSXV approval.
Data sources: 3rd Party Data: Headset, Trellis,
Ontario Cannabis Store (OCS), and internal data.
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
Vapes, 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.
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 Ph: 647-362-0390 Email:
ir@lifeist.com
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
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.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. These statements relate to future events or future
performance. The use of any of the words “could”, “intend”,
“expect”, “believe”, “will”, “projected”, “estimated” and similar
expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on the Company’s current belief or
assumptions as to the outcome and timing of such future events.
The forward-looking information and
forward-looking statements contained herein include, but are not
limited to, statements regarding: the Company’s goal to
leverage advancements in science and technology to build
breakthrough companies that transform and revolutionize human
wellness; the proposed benefits, terms, and timeline with respect
to Acquisition, including, the Acquisition marking a significant
milestone for the Company’s expansion strategy, serving as another
crucial step in establishing the Company as a leading health-tech
company, aligning the Company’s core categories and further
solidifies its position in the market, and representing a
considerable opportunity for the Company to make material
contributions to its topline and gross profit; CannMart’s
anticipated focus on rapidly expanding and growing Zest’s market
share in the markets CannMart currently serves; the anticipated
sale of vapes to generate additional revenue streams for the
Company through prospective royalty and licencing agreements; the
anticipated benefits of the Zest brand and products to the Company,
including, the seamless integration the brand and products with the
Company and its affiliates, the accelerated growth in both top-line
revenue and gross profit for the Company’s Cannabis division, and
that growth can be achieved without the need for additional capital
expenditure or operating expenses; the Company’s expectations that
the Acquisition can continue to drive growth and achieve similar
results to its Roilty brand; the Company’s focus on continuing its
expansion with plans to increase the number of products available
in Ontario to 14 by the end of Q3 2023; the Company’s plans to
expand the geographical availability of Zest and new product lines
for Zest as part of the Company’s commitment to delivering
innovative and exceptional cannabis products to consumers
nationwide; the Company’s current and future product offerings and
number of SKUs available; the receipt of the TSXV’s approval,
satisfaction of customary conditions of closing, and the completion
of the Acquisition under the timeline stated, including the deposit
and release of the Escrowed Shares pursuant to the terms of the
escrow agreement.
Forward-looking information in this press
release are based on certain assumptions and expected future
events, which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements, and those assumptions and expected
future events include, but are not limited to: the Company’s
ability to leverage advancements in science and technology to build
breakthrough companies that transform and revolutionize human
wellness; the Company’s ability to realize upon the proposed
benefits, terms, and timeline with respect to Acquisition,
including, the Acquisition marking a significant milestone for the
Company’s expansion strategy, serving as another crucial step in
establishing the Company as a leading health-tech company, aligning
the Company’s core categories and further solidifies its position
in the market, and representing a considerable opportunity for the
Company to make material contributions to its topline and gross
profit; CannMart will continue to focus on rapidly expanding and
growing Zest’s market share in the markets CannMart currently
serves; the Company’s ability to capitalize upon the anticipated
sale of vapes and generate additional revenue streams for the
Company through prospective royalty and licencing agreements; the
Company’s ability to realize upon the anticipated benefits of the
Zest brand and products to the Company, including, the seamless
integration the brand and products with the Company and its
affiliates, the accelerated growth in both top-line revenue and
gross profit for the Company’s Cannabis division, and that growth
can be achieved without the need for additional capital expenditure
or operating expenses; the Company’s ability to realize upon its
expectations that the Acquisition will continue to drive growth and
achieve similar results to its Roilty brand; the Company’s ability
to focus on continuing its expansion and carry out its plans to
increase the number of products available in Ontario to 14 by the
end of Q3 2023; the Company’s ability to carry out its plans to
expand the geographical availability of Zest and new product lines
for Zest as part of the Company’s commitment to delivering
innovative and exceptional cannabis products to consumers
nationwide; the Company’s ability to maintain, develop, and expand
its current and future product offerings and number of SKUs
available; the Company’s ability to obtain receipt of the TSXV’s
approval, satisfy of customary conditions of closing, and the
complete of the Acquisition under the timeline stated, including
the deposit and release of the Escrowed Shares pursuant to the
terms of the escrow agreement.
These statements involve known and unknown
risks, uncertainties and other factors, which may cause actual
results, performance or achievements to differ materially from
those expressed or implied by such statements, including but not
limited to: the Company’s inability to leverage advancements in
science and technology to build breakthrough companies that
transform and revolutionize human wellness; the Company’s inability
to realize upon the proposed benefits, terms, and timeline with
respect to Acquisition, including, the Acquisition marking a
significant milestone for the Company’s expansion strategy, serving
as another crucial step in establishing the Company as a leading
health-tech company, aligning the Company’s core categories and
further solidifies its position in the market, and representing a
considerable opportunity for the Company to make material
contributions to its topline and gross profit; CannMart’s inability
to continue to focus on rapidly expanding and growing Zest’s market
share in the markets CannMart currently serves; the Company’s
inability to capitalize upon the anticipated sale of vapes and
generate additional revenue streams for the Company through
prospective royalty and licencing agreements; the Company’s
inability to realize upon the anticipated benefits of the Zest
brand and products to the Company, including, the seamless
integration the brand and products with the Company and its
affiliates, the accelerated growth in both top-line revenue and
gross profit for the Company’s Cannabis division, and that growth
can be achieved without the need for additional capital expenditure
or operating expenses; the Company’s inability to realize upon its
expectations that the Acquisition will continue to drive growth and
its inability to achieve similar results to its Roilty brand; the
Company’s inability to focus on continuing its expansion and carry
out its plans to increase the number of products available in
Ontario to 14 by the end of Q3 2023; the Company’s inability to
carry out its plans to expand the geographical availability of Zest
and new product lines for Zest as part of the Company’s commitment
to delivering innovative and exceptional cannabis products to
consumers nationwide; the Company’s inability to maintain, develop,
and expand its current and future product offerings and number of
SKUs available; the Company’s inability to obtain receipt of the
TSXV’s approval, satisfy of customary conditions of closing, and
the complete of the Acquisition under the timeline stated,
including the deposit and release of the Escrowed Shares pursuant
to the terms of the escrow agreement.
Source: Lifeist Wellness Inc.
Lifeist Wellness (TSXV:LFST)
過去 株価チャート
から 4 2024 まで 5 2024
Lifeist Wellness (TSXV:LFST)
過去 株価チャート
から 5 2023 まで 5 2024