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Letter from the Chairman of Lifeist Wellness to Shareholders Page 1

Letter from the Chairman of Lifeist Wellness to Shareholders Page 1

TORONTO, August 28, 2024 (GLOBE NEWSWIRE) —

Lifeist Wellness Inc.
(TSXV: LFST) (FRANKFURT: M5B0) (OTCMKTS: LFSWF)

My fellow shareholders,

Further to my previous letter dated August 15, 2024, we would like to remind you of the reasoning behind the strategic decision to divest Lifeist from CannMart Inc. (“CannMart”) through a sale to Simply Solventless Concentrates Ltd. (“SSC”), as stated in our press release dated June 25, 2024, and why shareholders should vote in favor of the transaction at the Annual and Extraordinary Meeting on September 5, 2024.

The decision to sell CannMart is the result of careful consideration by Lifeist’s board of directors, with input from its advisors, and is aimed at securing the short- and long-term viability and success of Lifeist for the benefit of all shareholders.

As you all know, the regulatory framework under which Canadian public cannabis companies operate has proven prohibitively expensive for any public company in the sector to ever turn a profit. This experience is not unique to Lifeist or CannMart: the vast majority of Canadian public cannabis companies, from the largest to the smallest, from generalists growing stadium-sized crops to specialists focused on extracts, distillates, beverages, and exotics, have failed to turn a consistent profit. As a result, stock prices across the sector have been in a long and grueling bear market for several years. The previously high-flying TSX Cannabis Index (https://www.theglobeandmail.com/investing/markets/indices/XCAN/), after peaking in early 2021, was delisted in April 2023 after losing over 90% of its value.

Success stories in the cannabis sector are few and far between, but SSC is clearly one of them. SSC has proven to be successful in an extremely challenging sector, with repeated profitable quarters and a growing market. It is the Board’s considered view that the best chance for success for CannMart is as part of SSC, and the best hope for Lifeist shareholders to enjoy capital appreciation on the value of the CannMart assets is similarly via their sale to SSC.

Lifeist shareholders can benefit from this in four important ways:

Firstly, by realizing direct value through the sale of CannMart to SSC:

  • $500,000, payable on the closing date.
  • $1,500,000 plus applicable interest in a VTB loan, subject to adjustments as set forth in the stock purchase agreement.
  • $500,000 satisfied by the issuance of units consisting of one common share and one-half warrant to purchase one common share of SSC.
  • SSC will pay Lifeist 100% of the net sales generated from the sale of 50% of its existing inventory (currently estimated at a value of $1,000,000), separately and in addition to any other costs.
  • An earn-out bonus of 20% of revenue above $3,000,000 per quarter for the first 12 months.