Mr. Meni Morim reports

LIFEIST ANNOUNCES SALE OF NON-CORE SUBSIDIARY AUSTRALIAN VAPES

Lifeist Wellness Inc. has entered into a definitive share purchase agreement (SPA) with Flora Growth Corp. to divest and sell Australian Vaporizers Pty. Ltd. (Australian Vapes), its wholly owned Australian subsidiary, to Flora for a purchase price of $1.9-million (U.S.), subject to certain adjustments. The transaction is expected to close in late September or early in the fourth quarter of 2023.

"Australian Vapes is a legacy business within Lifeist, and its sale represents another step of our transformation into a portfolio of wellness-focused products and ventures," said Meni Morim, chief executive officer of Lifeist Wellness. "The decision to divest Australian Vapes aligns both strategically and financially with our long-term business plans. This transaction allows us to focus more resources on our flagship businesses CannMart and Mikra, and provides valuable non-dilutive capital to continue our growth strategy. Further, Australian Vapes is accretive to Flora's existing operations and we expect it to accelerate its growth under Flora's complementary business model. We believe this transaction will uphold Lifeist's enduring legacy in the marketplace."

Pursuant to the terms of the SPA dated Sept. 17, 2023, entered into between Lifeist, as vendor, and Flora Growth, as purchaser, Lifeist will sell all of the issued and outstanding shares of Australian Vapes to Flora, for total consideration valued at $1.9-million (U.S.), payable by Flora issuing from treasury to the company 600,676 Flora common shares (based on a per-share price equal to $3.1631 (U.S.), being the five-day VWAP (volume-weighted average price) of Flora's common shares on Nasdaq immediately prior to the signing of the SPA), subject to a cash balance, working capital, and inventory and inventory deposits adjustment on the closing date, as set out in the SPA. The transaction constitutes a reviewable transaction pursuant to the policies of the TSX Venture Exchange and, as such, remains subject to the approval of the TSX-V. The transaction does not involve any non-arm's-length parties (as defined in TSX-V policies). Kronos Capital Partners is acting as financial adviser to Lifeist.

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; CannMart Labs, a BHO (butane hash oil) extraction facility for the production of high-margin cannabis 2.0 products; Aus Vapes, Australia's largest on-line retailer of vaporizers and accessories; and Mikra, a biosciences and consumer wellness company seeking to develop innovative therapies for cellular health.

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