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Lifeist Wellness Inc
Symbol LFST
Shares Issued 588,087,243
Close 2024-03-19 C$ 0.005
Market Cap C$ 2,940,436
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Lifeist holders do not approve CannMart sale at AGSM

2024-03-20 09:44 ET - News Release

Mr. Meni Morim reports

LIFEIST ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Lifeist Wellness Inc. has released the results of the company's annual general and special meeting of the shareholders held on March 14, 2024 (the AGSM).

A total of 191,161,948 common shares were represented in person or by proxy at the AGSM, representing 33.44 per cent of the votes of all outstanding common shares of the company as at the record date. Shareholders voted for the 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, was 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 TSX Venture Exchange rules for the continued use of the company's amended and restated stock option plan was obtained.
  • Shareholders also passed an ordinary resolution to approve a proposed consolidation of the issued and outstanding common shares of the company on the basis of a consolidation ratio to be selected by the board, within a range of between five preconsolidation common shares for one postconsolidation common share and 20 preconsolidation common shares for one postconsolidation common share.
  • The special resolution for the proposed sale of the company's CannMart Group did not meet a supermajority and therefore was not approved.

It is important to understand that the proposal to sell the CannMart Group was the result of careful consideration by the company's board of director with input and advice from advisers and was aimed at securing the near- and long-term viability and success of Lifeist for the benefit of all shareholders.

The regulatory framework under which Canadian public cannabis companies operate has proven to be prohibitively expensive in terms of being able to turn a profit. Rather than representing discrete overhead costs (one set for being a public reporting company, the other set for being a licensed cannabis company), the regulatory burdens are significantly magnified by having to meet both sets of requirements simultaneously. This has been compounded by the fact that all public company costs such as audit and D&O (directors and officers) insurance are significantly higher for cannabis companies compared with companies of similar size in other sectors.

This experience has not been unique to Lifeist or CannMart: most Canadian public cannabis company, from the largest to the smallest, from generalists growing stadium-sized crops to specialists focused on extracts, distillates, beverages and exotics, have been unable to turn a consistent profit. As a result, the entire public sector has been in a long and continuous bear market, with punishing capital rotations out of every stock in the category. The proposed sale of the CannMart Group was intended to divest Lifeist of the continued negative cash flow that the cannabis business has cost shareholders since inception.

The board of directors respects the decision of shareholders and shall make every possible effort and explore every alternative avenue to adapt and restructure the CannMart Group toward future success.

Concurrently, Lifeist will continue to direct increased focus toward its Mikra and Aussie Vapes businesses and will provide more information about those developments in the near future. Initiatives presently under way at Lifeist's operating subsidiaries hold great promise for the realization of shareholder value, and Lifeist is dedicated to executing aggressively on that immediate strategy.

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: Mikra, a biosciences and consumer wellness company developing and selling innovative products for cellular health; CannMart, which operates a 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; and Australian Vapes, one of Australia's largest on-line retailers of vaporizers and accessories.

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