Lifeist Wellness Provides Reminder of Annual General Meeting of Shareholders and Amends Stock Option Plan

TORONTO, Nov. 15, 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, will host its Annual General Meeting of Shareholders in-person on Monday December 19, 2022 at 9:30 a.m. ET in the Ballroom Trillium A at the Hilton Garden Inn Toronto Airport, 3311 Caroga Drive, Mississauga, Ontario L4V 1A3 (the "AGM"). Meni Morim, CEO of Lifeist, will discuss the Company's performance and provide a general corporate update followed by a live question and answer session.

If any registered shareholder or valid proxyholder plans to attend the AGM in person, they are asked to please confirm their attendance by close of business on Wednesday, December 14, 2022, by emailing the Lifeist investor relations department at [email protected]. All attendees will go through standard government of Ontario screening protocols, will be required to show proof of double vaccination when entering the meeting room, and will be required to wear a mask at all times.

Lifeist is also making the AGM available to shareholders and proxyholders via a live webinar pursuant to which they will be able to listen in to the AGM. Those who wish to listen in virtually can do so via the webcast links and telephone numbers found in the Events & Presentations section of Lifeist's corporate website here. Please note, virtual attendees will be unable to vote through this medium.

In order to address any specific questions which shareholders might have for management regarding the Company, shareholders are invited to submit questions in advance of the AGM via email to [email protected] by no later than the close of business on Wednesday, December 14, 2022.

Amendments to Stock Option Plan

The Company has amended and restated its 10% rolling stock option plan (the "Amended and Restated Stock Option Plan") to comply with the requirements of the new TSXV policy governing security-based compensation which became effective on November 24, 2021. The amendments have been conditionally approved by the TSXV and are subject to shareholder ratification at the AGM.

The principal changes made to the stock option plan as reflected in the Amended and Restated Stock Option Plan are as follows:

• clarifying that the maximum aggregate number of Common Shares ("Shares") that may be reserved for issuance to insiders (as a group) under the Amended and Restated Stock Option Plan and under any other security-based compensation plan of the Company will not exceed, in the aggregate, 10% of the outstanding Shares (on a non-diluted basis) at any point in time, unless the Company has obtained disinterested shareholder approval as required by the policies of the TSXV;
• clarifying that the maximum aggregate number of Shares that may be reserved to insiders (as a group) for issuance under the Amended and Restated Stock Option Plan and under any other security-based compensation plan of the Company within the one-year period before the grant date of an option will not exceed, in the aggregate, 10% of the outstanding Shares (on a non-diluted basis, and excluding Shares issued to insiders within the previous one-year period pursuant to the exercise of options), unless the Company has obtained disinterested shareholder approval as required by the policies of the TSXV;
• amending the vesting provisions to provide parameters for the vesting of options granted to any Investor Relations Service Provider (as defined in the Amended and Restated Stock Option Plan) to ensure that such options must vest in stages over a minimum of 12 months with no more than 25% vesting in any successive three-month period over such 12-month period;
• amending the expiry provisions to provide that should the expiry date for an option fall within a Blackout Period (as defined in the Amended and Restated Option Plan), such expiry date shall be automatically extended to that day which is the tenth business day after the end of the Blackout Period provided that the plan participant or the Company is not then subject to a cease-trade order (or similar order under applicable securities laws);
• adding the requirement that any extension of the expiry date of an option granted to insiders is subject to the receipt of disinterested shareholder approval;
• adding the requirement that the acceleration of any unvested options granted to any Investor Relations Service Provider are subject to the prior approval of the TSXV;
• adding the requirement that any adjustments to options granted under the Amended and Restated Stock Option Plan resulting from certain corporate actions, other than in connection with a security consolidation or security split, is subject to the prior acceptance of the TSXV; and
• making certain other minor housekeeping changes, including the addition or clarification of certain defined terms to conform to those used in TSXV policy governing security-based compensation.

Additional details regarding the amendments, together with a copy of the Amended And Restated Stock Option Plan reflecting all changes to the plan, are contained in the management information circular being distributed to the Company's shareholders for the AGM.

The complete AGM materials including proxy forms are located on the Company's website and under the Company's SEDAR profile at www.sedar.com.

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; 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.

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

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

Contacts

Meni Morim, Lifeist Wellness Inc., CEO
Matt Chesler, CFA, FNK IR, Investor Relations
Ph: 647-362-0390
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 shareholder approval of the Amended and Restated Stock Option Plan is based on assumptions management believed to be reasonable at the time such statements were made, including, without limitation, Lifeist's expectation that, given the necessity of such amendments as a result of the new TSXV Policy governing security-based compensation, such plan will receive the approval of its shareholders at the AGM. 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 failure to obtain the required shareholder approval for the Amended and Restated Stock Option Plan. Additional risk factors can also be found in the Company's current MD&A which has 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.