LFST Lifeist Wellness Inc

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 ventures that transform human wellness, is pleased to report that it has completed, pursuant to a share purchase agreement entered into on August 16, 2024 with an arm’s length party, the acquisition of the shares of 1000594871 Ontario Corp. (“4871”) which holds key intellectual property resulting from a patent application and all rights thereto.

The acquisition of this intellectual property will provide shareholders with upside exposure to new developments in the cannabis industry and form the cornerstone of an IP portfolio for Lifeist, even as the company divests itself of CannMart and moves away from direct cannabis operations and contact with the flower. This IP acquisition is in keeping with Lifeist’s pursuit of diverse opportunities in the wellness space while reducing costs to maximize shareholder value.

The acquired patent application addresses very attractive product technologies for the high-potency cannabis concentrates market, which was worth $6.17 billion USD in 2023 and is projected to grow to $44.35 billion by 2032 with a compound annual growth rate (CAGR) of roughly 24.5% between 2024 and 2032.1

The patent application covers “liquid compositions for an electronic vaporizer comprising: (a) at least about 90 wt% of a mixture of one or more cannabinoids, the mixture of one or more cannabinoids comprising at least about 85 wt% tetrahydrocannabinol (THC) and at least 0.1 wt% tetrahydrocannabinolic acid (THCA); and (b) from about 3 wt% to about 7 wt% of a mixture of one or more terpenes. Also provided are methods for preparing a liquid composition for an electronic vaporization device comprising: (a) thermally decarboxylating THCA in crystalline form to obtain a THC oil; and (b) mixing the THC oil with (i) a cannabis distillate oil comprising at least about 50 wt% THC, and (ii) one or more terpenes; and liquid compositions prepared by said methods. Also provided are cartridges configured to operatively couple with an electronic vaporizer comprising said liquid compositions.”The patent application was purchased for consideration of 1,000,000 common shares of Lifeist. In addition, in the event the patent is issued (the “Issued Patent”), Lifeist or 4871 is required to pay to the vendor of 4871 50% of all net revenue generated from the Issued Patent up to a maximum amount of CDN$1,000,000 and in the event a of a sale, assignment, transfer or other disposition of the Issued Patent during the term of the Issued Patent (the “Issued Patent Sale”), Lifeist or 4871 is required to remit 50% of the consideration received on closing of such sale as well any deferred consideration once paid, up to a maximum, in the aggregate, of CDN$1,000,000.

Lifeist also reports, further to its June 30, 2023 news release, as required by the approval of the TSXV in connection with the Consulting Agreement dated June 30, 2023 and as amended on February 1, 2024, entered into by the Company with Singular Narrative Management Ltd. (“Singular”) for the provision of strategic business consulting, product development, and brand marketing services to the Company as well as other services that do not include investor relations or promotional activities, that it has issued 1,211,202 common shares and 742,981 common share purchase warrants to acquire up to 742,981 common shares as payment to Singular of the monthly fee of $40,000 for services provided in the months of April, May, June and July 2024, calculated in accordance with the amended Consulting Agreement. The common shares were issued at deemed prices ranging from $0.063 to $0.20 per share. The warrants have an exercise price of ranging from $0.08 to $1.00 per share and expire 5 years from their respective date of issuance.

The Company also reports that in accordance with TSXV policies it has entered into a new similar Consulting Agreement (the “Agreement”) with Singular continuing Singular’s provision of strategic business consulting, product development, and brand marketing services to the Company as well as other services that do not include investor relations or promotional activities (the “Services”).

Pursuant to the Agreement, Lifeist shall pay a reduced monthly fee of $20,000 to Singular for the provisions of the Services, after such services have been provided in the particular month, to be satisfied in common shares (“Shares”) of the Company and common share purchase warrants (“Warrants”), with the number of (i) Shares issuable to Singular determined by dividing $20,000 by the 5-day volume-weighted average price (“VWAP”) for the last five days of the month in which the services are provided and (ii) Warrants issuable to Singular determined by dividing $20,000 by such VWAP. The exercise price of the Warrants shall equal the greater of the “Market Price” (as defined in Policy 1.1 of the TSXV) on the trading day prior to the date of issuance of the Warrants and $0.05 and the Warrants expire 5 years from the date of issuance.

In addition to the monthly fees set out above, pursuant to the Agreement, the Company shall issue to Singular on the date on which the initial first monthly fee is due to Singular under the Agreement such number of common shares (“Shares”) in the capital of Company and Share purchase warrants of the Company determined in accordance with the Agreement for an additional $31,200 to compensate Singular for a certain shortfall in the fees payable under the terms of the previous agreement with Singular.

The term of the amended Agreement is for an additional of 6 months and may be terminated by either party with 30-days’ prior notice and is automatically renewable thereafter for additional one-month periods unless otherwise terminated by either party.

The Agreement and payment thereunder which constitutes a Shares for Services transaction under the policies of the TSXV remains subject to acceptance of the TSXV.

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: Mikra, a biosciences and consumer wellness company developing and selling innovative products for cellular health; and 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.

Information on Lifeist and its businesses can be accessed through the links below:

www.lifeist.com https://wearemikra.com/ https://cannmart.com

Contact: Meni MorimCEOLifeist Wellness Inc.Ph: 647-362-0390 Email: ir@lifeist.com

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 expected benefits resulting from the acquisition of 4871 and the continued provisions of services by Singular subject to TSXV approval are made as of the date of this news release and are based on assumptions management believed to be reasonable at the time such statements were made, including without limitation, Lifeist’s ability to prosecute the patent application and the approval of the TSXV regarding the Agreement in a timely manner, 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 news release. Such factors include, without limitation: the Company’s inability to obtain a patent from the patent application, the failure to obtain approval of the TSXV relating to the Agreement and risks relating to the Company’s ability to execute its business strategy and the benefits realizable therefrom. Additional risk factors can also be found in the Company’s current MD&A filed under the Company’s SEDAR profile at www.sedarplus.ca. 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.

1 https://www.zionmarketresearch.com/report/cannabis-concentrate-market