Mr. Meni Morim reports

LIFEIST WELLNESS TO ACQUIRE FAST-GROWING 'ZEST' BRAND

Lifeist Wellness Inc. has entered into a definitive share purchase agreement, pursuant to which the company will acquire 100 per cent of 1000501971 Ontario Inc. (Zest) for $3,411,707.90.

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 (stock keeping units) currently available and a store penetration rate of 22 per cent 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 subcategories 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, chief executive officer 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 licensing 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 per cent MoM (month-over-month) 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 top-line 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 prerolls and the groundbreaking Liquid Diamond vape formulations perfectly complements CannMart's distribution network and in-house brand, Roilty, renowned for its BHO (butane hash oil) 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 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 per cent 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 composed of, and is payable upon the following terms: (i) $1,536,707.90 in common shares of the company on the basis of a deemed price of five cents per common share (the initial consideration shares), and (ii) $1,875,000 in common shares on the basis of a deemed price of five cents per common share (the escrowed shares, 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 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 has 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 TSX-V approval.

About Lifeist Wellness Inc.

Sitting at the forefront of the postpandemic 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 (business-to-business) 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 on-line 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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