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, today announced the results of the Company’s Annual General and Special Meeting of the shareholders held on March 14, 2024 (the “AGSM”).

A total of 191,161,948 common shares were represented in person or by proxy at the AGSM, representing 33.44% of the votes of all outstanding common shares of the Company as at the record date. Shareholders voted for the items of business brought before them at the AGSM as follows:

• The four nominees to the Company's Board of Directors, namely Meni Morim, Laurens Feenstra, Branden Spikes, and John Sinclair, were elected for the ensuing year.
• Clearhouse LLP, Chartered Public Accountants were appointed as the Company's auditor to hold office until the next annual meeting of shareholders or until its successor is duly appointed, at a remuneration to be fixed by the Board.
• The yearly shareholder approval required by TSXV rules for the continued use of the Company’s Amended and Restated Stock Option Plan was obtained.
• Shareholders also passed an ordinary resolution to approve a proposed consolidation of the issued and outstanding common shares of the Company on the basis of a consolidation ratio to be selected by the Board, within a range of between five (5) pre-consolidation common shares for one (1) post-consolidation common share and twenty (20) pre-consolidation common shares for one (1) post-consolidation common share.
• The special resolution for the proposed sale of the Company’s CannMart Group did not meet a super majority and therefore was not approved.

It is important to understand that the proposal to sell the CannMart Group was the result of careful consideration by the Company’s Board of Director with input and advice from advisors and was aimed at securing the near- and long-term viability and success of Lifeist for the benefit of all shareholders.

The regulatory framework under which Canadian public cannabis companies operate has proven to be prohibitively expensive in terms of being able to turn a profit. Rather than representing discrete overhead costs (one set for being a public reporting company, the other set for being a licensed cannabis company), the regulatory burdens are significantly magnified by having to meet both sets of requirements simultaneously. This has been compounded by the fact that all public company costs such as audit and D&O insurance are significantly higher for cannabis companies compared to companies of similar size in other sectors.

This experience has not been unique to Lifeist or CannMart: most Canadian public cannabis company, from the largest to the smallest, from generalists growing stadium-sized crops to specialists focused on extracts, distillates, beverages, and exotics, have been unable to turn a consistent profit. As a result, the entire public sector has been in a long and continuous bear market, with punishing capital rotations out of every stock in the category. The proposed sale of the CannMart Group was intended to divest Lifeist of the continued negative cash flow that the cannabis business has cost shareholders since inception.

The Board of Directors respects the decision of shareholders and shall make every possible effort and explore every alternative avenue to adapt and restructure the CannMart Group toward future success.

Concurrently, Lifeist will continue to direct increased focus toward its Mikra and Aussie Vapes businesses and will provide more information about those developments in the near future. Initiatives presently underway at Lifeist’s operating subsidiaries hold great promise for the realization of shareholder value, and we are dedicated to executing aggressively on that immediate strategy.

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; 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; and Australian Vapes, one of Australia’s largest online retailers of vaporizers and accessories.

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

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

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 a restructuring or other alternative arrangement with respect to the CannMart Group 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, appropriate economic alternatives can be found to adapt and restructure CannMart, and Mikra and Aussie Vapes can become profitable in the short-term, 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 inability of the Company to complete a feasible and economic restructuring of the CannMart Group, in a timely manner, if at all, the Company’s failure to develop its businesses as anticipated and to realize on the anticipated benefits from its increased focus on its Mikra and Aussie Vapes businesses unanticipated changes to current regulations that would adversely impact its businesses, unforeseen developments that would delay its businesses the ability to sell newly developed products, the risk that the expected demand for products in general and those of its businesses in particular does not develop as anticipated 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.