TORONTO — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF), a wellness company that leverages advancements in science and technology to enable you to find your path to wellness, today announced that it has entered into a definitive agreement (the “Agreement”) and completed the sale (the “Transaction”) of certain intellectual property assets (the “Assets”) to Spinach Pay Inc. (“Spinach Pay” or the “Purchaser”), a privately owned fintech company offering its customers payment solutions for the U.S. market. All proceeds of the transaction will be in the benefit of Lifeist shareholders.
The Assets comprise certain intellectual property of Lifeist used in connection with a cannabis payments software concept for prospective deployment within the U.S. cannabis industry.
“This transaction is a small but continuing step in our evolution to wellness,” said Lifeist CEO, Meni Morim. “As a TSXV listed company, we cannot generate any revenue in the U.S. that is related to Cannabis, or have direct holdings in companies that do so. Therefore, disposing the Assets into a Convertible Debenture, continues to breathe life into the concept and expands our portfolio of wellness assets, allowing us to potentially play a role as a technology enabler within the rapidly growing U.S. cannabis market.”
“We have launched Spinach Pay, a fintech company focused on building innovative solutions in payment processing, to go after what we believe will be a large and growing payments market around U.S. cannabis,” said Chad Agate, President and CEO of Spinach Pay Inc. “Our team is hard at work developing this concept and have already received very positive responses from our founding shareholders and prospective customers as we embark towards this new venture. I would personally like to thank Meni for our years working together and wish the Lifeist team the best of success in building its wellness portfolio, which we are proud to be a part of. As an independent company, Spinach Pay will continue the next year on product development and look forward once completed to our product launch in the U.S. market.”
Pursuant to the Agreement and the completion of the Transaction, the Purchaser delivered to Lifeist a certificate representing an unsecured redeemable convertible debenture (the “Convertible Debenture”) in the amount of CAD$525,000 (the “Principal Amount”) representing the aggregate purchase price for the Assets. The Convertible Debenture is interest-free and matures on the three-year anniversary of the date of issuance (the “Maturity Date”). In accordance with the terms of the Convertible Debenture, Lifeist has the right, at its option at any time beginning on the business day immediately following the later of (i) the federal legalization of cannabis in the U.S. and (but not or) (ii) the completion of an equity financing of at least $10.0 million by the Purchaser (the “Equity Financing”), but prior to the close of business on the business day prior to the Maturity Date (or, as applicable, the Redemption Date (as defined below), to convert, in whole or in part, the Principal Amount into fully paid and non-assessable common shares in the capital of the Purchaser (“Purchaser Shares”) at the volume weighted average trading price at which the Purchaser Shares have traded on any recognized stock exchange during the 20 consecutive trading days ending immediately prior to the date on which the conversion option is exercised by Lifeist multiplied by 80% (subject to applicable stock exchange policies), or if the Purchaser Shares are not listed or quoted on any stock exchange, then the price per share of the equity securities of the Purchaser sold in the most recent equity financing multiplied by 80% (the “Conversion Price”). In addition, provided that: (i) the federal legalization of cannabis in the United States of America is effective, and (but not or) (ii) an Equity Financing has been completed, the Purchaser shall have the right, at its option, to require Lifeist to convert on the Maturity Date all or any part of the Principal Amount into Purchaser Shares at the Conversion Price. Furthermore, on ten business days’ notice (the “Redemption Date”), the Purchaser may redeem the Convertible Debenture at any time following the date of issuance upon payment of the Principal Amount, subject to the right of Lifeist to convert the Principal Amount into Purchaser Shares at the Conversion Price until 5:00 p.m. (Toronto Time) on the business day prior to the Redemption Date.
The Purchaser is an entity controlled by the Company’s former CTO Chad Agate, who in order to lead this initiative, has transitioned to a consultant through the end of January 2022.
The Transaction constituted a Reviewable Transaction pursuant to the Policies of the TSXV and the Company has received the approval of the TSXV to close the Transaction today.
About Lifeist Wellness Inc.
Lifeist is at the forefront of the post-pandemic wellness revolution requiring smart solutions. Lifeist is a portfolio wellness company leveraging advancements in science and technology to enable you to find your path to wellness. Portfolio business units include: CannMart.com that provides Canadian medical customers with a diverse selection of cannabis products from a multitude of federally licensed cultivators and its U.S. customers with access to hemp-derived CBD and smoking accessories; and CannMart’s Canadian recreational cannabis distribution business facilitating recreational sales to a number of provincial government control boards. The Company is set to launch a new nutraceuticals division in the fourth quarter with disruptive products in wellness. For more information, visit www.lifeist.com, Cannmart.com and everyonedoesit.co.uk.
About Spinach Pay Inc.
Spinach Pay is a privately owned fintech company focused on building innovative solutions in payment processing for the U.S market. Spinach Pay is at the forefront of developing innovative technology solutions for payment processing that offers flexible payment options to attract, convert and retain customers. The Spinach team is focused on developing products with a quick setup and simple integration which we believe will help facilitate our customers to focus on driving increased commerce. For more information, visit www.spinachpay.com.
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 the proposed closing of the transaction contemplated by the Agreement and the anticipated launch of a nutraceutical division in the fourth quarter of 2021 are only predictions and are made as of the date of this news release. Various assumptions were used in developing the forward-looking information throughout this news release which management believed to be reasonable at the time such statements were made, including the expectation that the Company will be able to obtain TSXV approval in order to close on the described transaction, expectations that the introduction of a new nutraceutical division, products and brands will generate additional revenue, management’s perceptions of Lifeist’s standing in the online marketplace for wellness, cannabis and related products and accessories, Lifeist’s beliefs regarding the expected demand for wellness, cannabis and related products and accessories and the expected growth of that market, results of operations, operational matters, historical trends, current conditions and expected future developments, 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 Company’s inability to obtain TSXV approval of the described transaction in a timely manner, if at all, unforeseen developments that would delay the Company’s ability to launch its nutraceutical division as anticipated an in a timely manner, risks relating to the Company’s ability to develop and execute its business strategy, risks specifically related to the Company’s operations, and risks relating to the Company’s ability to successfully operate everywhere in a virtual environment. 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.
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.
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