LFST Lifeist Wellness Inc

Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B0) (OTCMKTS: LFSWF), a health-tech company that leverages advancements in science and technology to support human wellness in innovative ways, today announced the results of the Company’s Annual General and Special Meeting of the shareholders held earlier today (the “AGSM”).

A total of 13,837,781 common shares were represented in person or by proxy at the AGSM, representing 39.92% of the votes of all outstanding common shares of the Company as at the record date. Shareholders voted in favour of all items of business brought before them at the AGSM as follows:

• The four nominees to the Company's Board of Directors, namely Meni Morim, Laurens Feenstra, Branden Spikes, and John Sinclair, were elected for the ensuing year.
• Clearhouse LLP, Chartered Public Accountants were appointed as the Company's auditor to hold office until the next annual meeting of shareholders or until its successor is duly appointed, at a remuneration to be fixed by the Board.
• The yearly shareholder approval required by TSXV rules for the continued use of the Company’s Amended and Restated Stock Option Plan was obtained.
• The special resolution for the sale of the Company’s wholly owned subsidiary CannMart Inc. met the super majority requirement (66.67%) with over 93% in favour of the sale to Simply Solventless Concentrates Ltd. (“SSC”) under the terms of the share purchase agreement (the “SPA”) set forth in a press release of June 25, 2024. The Company expects to close the sale of all the shares of CannMart Inc. to SSC in accordance with the SPA next week.

"I want to express my heartfelt gratitude to our shareholders for their support on all the items of business including the sale of CannMart Inc. to Simply Solventless Concentrates,” said Meni Morim, CEO of Lifeist Wellness. “This transaction, once it closes, will mark a significant milestone for Lifeist as it will allow us to fully dedicate our resources and energy to building Mikra into a leading health and wellness company. With a clear focus on science-driven, nature-based ingredients, we are excited to continue our journey towards transforming human wellness and delivering exceptional value to our shareholders."

About Lifeist Wellness Inc.

Sitting at the forefront of the post-pandemic wellness revolution, Lifeist leverages advancements in science and technology to support human wellness in innovative ways. Portfolio business units include: Mikra, a biosciences and consumer wellness company developing and selling innovative products for cellular health; and 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.

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

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

Contact: Meni MorimCEOLifeist 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 letter to shareholders 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 expected closing of the divestiture of CannMart Inc. and its expected benefits going forward are made as of the date of this news release and are based on assumptions management believed to be reasonable at the time such statements were made, including without limitation, Lifeist’s ability to obtain all required approvals and fulfill all conditions required under the share purchase agreement with SSC and to close the sale of CannMart Inc. with SSC in a timely manner, its expectation that the nutraceutical market will continue to develop, expand and grow as currently anticipated, the nutraceutical market will continue to be a multi-billion dollar high-margin market, Mikra’s introduction of new products and brands will generate additional revenue, expectations that Mikra’s existing products as well as other new nutraceutical products to be developed by Mikra will gain market acceptance and generate meaningful revenue, as well as other considerations that are believed to be appropriate in the circumstances. 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 news release. Such factors include, without limitation:the inability of the Company to obtain regulatory approvals to complete the transaction with SSC and to fulfill all closing conditions set out in the share purchase agreement with SSC, the Company’s inability to develop successful marketing campaigns for Mikra’s products, the risk that the expected demand for nutraceutical products in general and those of Mikra in particular does not develop as anticipated 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 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 letter to shareholders are expressly qualified by this cautionary statement.

Source: Lifeist Wellness Inc.