Lifeist Announces Sale of Non-core Swedish Subsidiary Findify
May 30th, 2022
News, Top News
Disposition Further Sharpens Focus on B2B Recreational Cannabis and Nutraceuticals
TORONTO, May 26, 2022 (GLOBE NEWSWIRE) — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B) (OTCMKTS: NXTTF), a health-tech company that leverages advancements in science and technology to build breakthrough companies that transform human wellness, today announced the sale (the “Transaction”) of Findify AB (“Findify”), the Company’s Swedish subsidiary that operates an AI-powered product search and discovery platform. Findify was acquired by Lifeist four years ago and successfully integrated technology to increase monetization of its online platforms.
“The sale of Findify is a natural part of Lifeist’s evolution from inhalation products e-tailer to a wellness portfolio company, where we leverage science and technology to deliver innovative consumer packaged goods, rather than to deliver increased web sales,” said Meni Morim, CEO of Lifeist. “After a robust auction process, we were able to secure a deal that gave Lifeist 100% cash upfront to solidify our balance sheet. We are well capitalized to fund our growth initiatives in our core areas of focus, B2B recreational cannabis and nutraceuticals, where we see significant value creation for our stakeholders.”
Pursuant to the terms of the share purchase agreement (“SPA”) dated as of the date hereof entered into between Lifeist, as vendor, Maropost AB, as purchaser, and Maropost Inc., Lifeist has sold all of the issued and outstanding shares of Findify to Maropost AB, a wholly owned Swedish subsidiary of Maropost Inc., for total consideration of US$4,450,000 in cash, subject to a working capital and net debt adjustment post-closing in accordance with the SPA. At the closing, Lifeist received a cash payment in the amount of US$3,775,745 representing the preliminarily determined purchase price less a US$300,000 holdback for certain indemnification obligations of the vendor to the purchaser, if any. The holdback is releasable to Lifeist in two tranches of US$150,000 on each of the 90-day and 12-month anniversary of the closing, respectively, subject to any outstanding or pending claims for indemnification. The Transaction constituted a Reviewable Transaction pursuant to the policies of the TSXV and the Company has received approval of the TSXV to close the Transaction today. The Transaction did not involve any Non Arm’s Length Parties (as defined in TSXV Policies). Paradigm Capital acted as exclusive financial advisor to the Company receiving advisory fees in respect thereof and in addition received CDN$350,000 by way of a success fee. In addition, Lifeist has issued 664,121 common shares to Paradigm Capital as compensation for its work fee in the amount of CDN$40,000, based on a per share price equal to the 20-day VWAP of Lifeist’s common shares less a 5% discount. The shares issued to Paradigm are subject to a hold period expiring on September 27, 2022.
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; CannMart Labs, a BHO extraction facility for the production of high margin cannabis 2.0 products; the CannMart.com marketplace, which provides U.S. customers with access to hemp-derived CBD and smoking accessories; Australian Vapes, Australia’s largest online retailer of vaporizers and accessories; and Mikra, a biosciences and consumer wellness company seeking to develop innovative therapies for cellular health.
Lifeist Wellness Inc.
Meni Morim, CEO
Matt Chesler, CFA, Investor Relations
Email: [email protected]
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 Company’s focus on its growth initiatives relating to its B2B recreational cannabis and nutraceuticals and its expectations from such businesses to deliver shareholder value 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 continue to increase revenue through its B2B recreational cannabis business and to maintain the momentum of expanding its nutraceutical business, its ability to broaden its total addressable market and to evolve into a recognized wellness company, the Company’s expectation that the nutraceutical and wellness market will develop as currently anticipated and that the nutraceutical market will continue to be a multi-billion dollar high-margin market, the introduction of new products and brands will generate additional revenue, expectations that CELLF, the first nutraceutical product developed by Mikra, a wholly owned subsidiary of the Company, and other cellular health products and accessories to be developed by the Company will gain market acceptance along with the expansion of the market for nutraceutical products, 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 develop its business as anticipated and to increase revenues and/or its profitable margin on such revenues, unanticipated changes to current regulations that would adversely impact the Company’s businesses, the unanticipated decline in demand for cannabis products, competition from others, unforeseen developments that would delay Mikra’s ability to sell CELLF and any other developed nutraceutical product as anticipated and in a timely manner, the risk that pre-clinical trials relating to CELLF are not as successful as anticipated and do not demonstrate the expected therapeutic benefits and/or fail to strengthen the Company’s patent claim, the risk that the expected demand for nutraceutical products in general and those of Mikra in particular does not develop as anticipated, the failure to convert the current number of subscribers on the pre-sales waitlist for CELLF to actual sales, regulatory risk, risks relating to the Company’s ability to execute its business strategy and the benefits realizable therefrom and risks specifically related to the Company’s operations. 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.
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