Mr. Meni Morim reports

LIFEIST WELLNESS CLOSES ON ZEST ACQUISITION

Further to Lifeist Wellness Inc.'s news release of June 1, 2023, the company has acquired 100 per cent of 1000501971 Ontario Inc. (Zest) for $3,411,707.90 in an all-stock transaction.

"Zest's addition to CannMart brings an elevated level of growth and innovation through its exceptional cannabis products," stated Daniel Stern, chief executive officer of CannMart. "With the expansion of our product lines, we solidify our position as a market leader. Through Zest, CannMart now offers a wide range of cannabis products, including Liquid Diamond and other hydrocarbon-focused vapes, infused prerolls and flower, while Roilty provides high-quality cannabis extracts such as live resin, vapes, sugar wax and shatter. Leveraging our existing marketing and sales teams, we are confident in our ability to further develop the inventive brand and drive continued growth to achieve results on par with the success we have seen with our Roilty brand."

"It is my great pleasure to extend a warm welcome to the Zest team as they join our family of wellness companies at Lifeist," said Meni Morim, chief executive officer of Lifeist. "Our primary objective is to improve our profitability through expanding our product portfolio through strategic acquisitions and internal development, offering consumers a diverse range of choices for unique health and wellness experiences. With the addition of high-margin Zest products, alongside Roilty and other high-quality brands, CannMart continues its growth trajectory to provide convenience and satisfaction to both consumers and provincial buyers in the marketplace."

The acquisition will enhance the competitive position of Lifeist and CannMart in the cannabis industry by adding a complementary portfolio of hydrocarbon vape, infused prerolls and flower SKUs (stock-keeping units) to the current product assortment of cannabis concentrates offered by in-house brand Roilty. CannMart, Lifeist's B2B (business-to-business) wholesale distribution business facilitating recreational cannabis sales within Canada, will continue to develop and expand the Zest brand's already-strong store penetration and broaden the scope and scale of cannabis category offerings across Canada. The acquisition has strengthened Lifeist's ability to serve the various and evolving needs of customers across the marketplace today and into the future.

Transaction details

The acquisition was completed pursuant to the terms of an amended and restated share purchase agreement dated July 19, 2023, which amended and restated the share purchase agreement (as defined and detailed in the company's news release dated June 1, 2023). Pursuant to the terms of the amended acquisition agreement, the company acquired 100 per cent of the issued and outstanding shares of Zest from Zest Cannabis Inc. and issued the share consideration to 13735346 Canada Inc. and 1000496959 Ontario (the seller shareholders). The company issued the aggregate consideration of 68,234,158 common shares of the company valued at $3.4-million on the basis of a deemed price of five cents per common share and issued at a premium to market.

The total consideration shares for the acquisition includes:

• 30,734,158 common shares at a price of five cents per common share (the initial consideration shares) ($1,536,707.90);
• 37.5 million common shares at a price of five cents per common share (the escrowed shares) ($1,875,000), to be held in escrow and released over a period of nine months in accordance with certain milestones pursuant to the terms and conditions of an escrow agreement.

As a condition of the acquisition, each seller shareholder will enter into a support and voting agreement with respect to the consideration shares received by the seller shareholders in connection with the acquisition. Pursuant to the voting agreement, the company will provide written notice to each seller shareholder recommending how the consideration shares should be voted. The seller shareholders have the right to abstain from voting. The voting agreement will automatically terminate two years after the date of the closing of the acquisition.

About the Zest brand

The Zest brand launched in September, 2022, and has experienced remarkable growth within a short period of time, offering nine SKUs of vape, prerolls and flower products currently available in Alberta, Ontario, Saskatchewan, Manitoba and the territories. Lifeist's subsidiary, CannMart, is focused on rapidly expanding and growing Zest's market share in the 10 provinces and two territories CannMart currently serves. Zest has developed innovative products while tapping into fast-growing cannabis product subcategories in the Canadian market.

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 wholesale distribution business facilitating recreational cannabis sales to Canadian provincial government control boards, including for CannMart Labs, a BHO (butane hash oil) 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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