TORONTO, Sept. 18, 2023 (GLOBE NEWSWIRE) — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B) (OTCMKTS: LFSWF), a health-tech company that leverages advancements in science and technology to build breakthrough companies that transform human wellness, today announced it has entered into a definitive share purchase agreement (the “SPA”) with Flora Growth Corp. (NASDAQ: FLGC) (“Flora”) to divest and sell Australian Vaporizers Pty Limited (“Australian Vapes”), its wholly owned Australian subsidiary, to Flora for a purchase price of US$1.9 million, 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, CEO 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 September 17, 2023 entered into between Lifeist, as vendor, and Flora Growth Corp, as purchaser, Lifeist will sell all of the issued and outstanding shares of Australian Vapes to Flora, for total consideration valued at US$1.9 million, payable by Flora issuing from treasury to the Company 600,676 Flora common shares, (based on a per share price equal to US$3.1631, being the 5-day VWAP 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 TSXV and as such remains subject to the approval of the TSXV. The Transaction does not involve any Non-Arm’s Length Parties (as defined in TSXV Policies). Kronos Capital Partners is acting as financial advisor to Lifeist.
About Lifeist Wellness Inc.
Sitting at the forefront of the post-pandemic 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 extraction facility producing high margin cannabis 2.0 products; Australian Vapes, one of Australia’s largest online retailers of vaporizers and accessories; and Mikra, a biosciences and consumer wellness company developing and selling innovative therapies for cellular health.
Lifeist Wellness Inc.
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 news release 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 anticipated closing of the transaction are made as of the date of this news release and is 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 in a timely manner and to fulfill all conditions required under the SPA to consummate the closing, 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 press release. Such factors include, without limitation: the inability of the Company to obtain TSXV approval and to fulfill all closing conditions set out in the SPA.
Additional risk factors can also be found in the Company’s current MD&A and annual information form, both of which have been filed under the Company’s SEDAR profile at www.sedar.com. 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 news release are expressly qualified by this cautionary statement.
Source: Lifeist Wellness Inc.