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Lifelist Wellness, which sells certain intellectual property assets to spinach payments, brings the US cannabis fintech concept to life, the Canadian Business Journal

Toronto, November 25, 2021 (GLOBE NEWSWIRE) — Lifeist Wellness Co., Ltd. ((((“Lifeist” or “Company”“) (TSXV: LFST) (FRANKFURT: M5BQ) (OTCMKTS: NXTTF), A wellness company that can leverage advances in science and technology to find a way to wellness today concludes a final contract (“contract”) and completes the sale of certain intellectual property (“transaction”). I announced that I did. Spinach Pay Inc, a privately owned fintech company that provides clients with payment solutions for the US market. (“Spinach Pay” or “Purchaser”) Asset (“Asset”). All proceeds from the transaction are in the interests of Lifeist shareholders.

Assets make up Lifeist’s specific intellectual property used in connection with the concept of cannabis payment software for future deployment within the US cannabis industry.

“This deal is a small but ongoing step in the evolution to wellness,” said Meni Morim, CEO of Lifeist. “As a TSXV-listed company, we cannot generate cannabis-related revenue in the United States, nor can we directly own such a company. Therefore, we will dispose of our assets into convertible bonds, continue to breathe life into the concept, and wellness. It has the potential to expand its asset portfolio and act as a technology enabler in the fast-growing US cannabis market. “

Chad Agate, President and CEO of Spinach Pay Inc, said: “Our team is enthusiastic about developing this concept and has already received very positive reactions from its founder’s shareholders and prospects in embarking on this new venture. I have been Meni for many years. I personally appreciate working with you and hope that the Lifelist team will have the greatest success in building its wellness portfolio. As an independent company, Spinach Pay will continue to develop products next year. We look forward to continuing to launch the product in the US market. “

Upon completion of the contract and transaction, the purchaser will send a certificate representing the unsecured redeemable convertible bonds (“convertible bonds”) to Lifeist for a total purchase amount of C $ 525,000 (“principal”). Did. assets. Convertible bonds are interest-free and mature on the third anniversary of the issue date (“maturity date”). Subject to the terms of the Convertible Bonds, Lifeist reserves the right, at its option, to (i) federal legalization of cannabis in the United States and (or) start at any time immediately following (ii) the business day. ) Completion of at least $ 10.0 million in equity financing by the buyer (“equity financing”), but before the closing of business on the business day prior to the maturity date (or redemption date if applicable (defined below), principal amount Converting all or part of the“”Volume-weighted average trading price of Buyer shares traded on recognized stock exchanges during 20 consecutive trading days ending shortly before the date on which the Lifelist exercises the conversion option multiplied by 80% (Applicable) In accordance with the stock exchange policy), or if the buyer’s shares are not listed or listed on any stock exchange, the price per share of the buyer’s shares sold in the most recent stock exchange is 80. % (“Conversion price”). In addition, if (i) federal legalization of cannabis in the United States is in effect and (but or) (ii) equity financing has been completed, the purchaser may, at his option, the full principal amount on the maturity date. Or requesting Lifeist to convert part of it into buyer’s stock at a conversion price. In addition, the purchaser may redeem the convertible bonds at any time after the issue date at the time of payment of the principal with a notice 10 business days in advance (“Redemption Date”). However, it is subject to Lifeist’s right to convert the principal as follows: Buyer shares at a conversion price until 5 pm (Toronto time) on the business day prior to the redemption date.

Buyer is an entity managed by our former CTO, Chad Agate, who moved to consulting until the end of January 2022 to lead this initiative.

This transaction constitutes a reviewable transaction in accordance with TSXV’s policy and we have received TSXV approval to close the transaction today.

Lifeist Wellness Inc.about

Lifeist is at the forefront of the post-pandemic wellness revolution that requires smart solutions. Lifeist is a portfolio wellness company that can leverage advances in science and technology to find a way to wellness. Portfolio business units include: CannMart.com provides Canadian healthcare customers with a diverse selection of cannabis products from a large number of federally licensed growers and access to hemp-derived CBD and smoking accessories for US customers. CannMart’s Canadian recreational cannabis distribution business promotes recreational sales to many state government governing boards. In the fourth quarter, we plan to launch a new dietary supplement division that will provide disruptive products to wellness. For more information, please visit: www.lifeist.com, Cannmart.com And everyonedoesit.co.uk.

About Spinach Pay Co., Ltd.

Spinach Pay is a privately owned fintech company focused on building innovative solutions for payment processing for the US market. Spinach Pay is at the forefront of developing innovative technology solutions for payment processing that offer flexible payment options to attract, transform and retain customers. The Spinach team is focused on developing products with quick setup and simple integration, and we are confident that our customers will be able to focus on expanding their commerce. For more information, please visit: www.spinachpay.com..

contact address

Lifeist Wellness Co., Ltd.
Meni Morim, CEO
Matt Chesler, CFA, Investor Relations
Ph: 647-362-0390
Email: ir@lifeist.com

Spinach Pay Co., Ltd.
Chad Agate, President and CEO
Ph: 844-720-0729
Email: info@spinachpay.com

Information about the future outlook

This news release contains “forward-looking information” in the sense of applicable securities law. All non-historical statements contained in this document contain information about the future outlook. Information about future prospects is “may”, “expect”, “likely”, “should”, “do”, “plan”, “expect”, “intended” , “Possible,” “suggested,” “estimate,” “believe,” or negation of these terms, or other similar words, expressions, and grammatical variations, or specifics thereof. A statement that an event or condition of is “may occur” or “occurs”.

The forward-looking information contained herein, such as the proposed closing of the transaction planned under this Agreement and the launch of the Dietary Supplements Division scheduled for the fourth quarter of 2021, is just a forecast and this news. Created as of the release date. Throughout this news release, regarding future prospects considered reasonable at the time such statement is issued, including the expectation that management will be able to obtain TSXV approval to complete the described transaction. Various assumptions were used in creating the information. , Management’s awareness of the lifelist position in the online market for wellness, cannabis and related products and accessories, the expectation that the introduction of new dietary supplement sectors, products and brands will generate additional revenue, wellness, cannabis and Lifelist beliefs about related demand Appropriate for expected growth, performance, operational issues, historical trends, current and future developments of products and accessories and their markets. Other considerations that may be considered. While we believe these assumptions are reasonable based on the information currently available to management, there is no guarantee that such expectations will be proven to be correct. By its very nature, information about future prospects may be general or specific, with inherent risks and inherent risks that may result in expectations, forecasts, forecasts, forecasts, or conclusions not being proven to be accurate. Affected by uncertainty. Correctly, its objectives, strategic goals and priorities are not achieved. Due to a variety of factors, including known and unknown risks, many are beyond our control and actual results may differ materially from the forward-looking information in this press release. Such factors include, but are not limited to: If we are unable to obtain TSXV approval for the transactions listed in a timely manner, or in the event of an unforeseen event, we may delay our ability to set up a dietary supplement sector in a timely manner. Risks related to our ability to formulate and execute our business strategies, especially the risks associated with our business, and our ability to successfully operate anywhere in the virtual environment. Additional risk factors are also listed in our current MD & A and annual information forms. Both of these are submitted based on our SEDAR profile at www.sedar.com. Readers should be careful not to overly rely on information about future prospects. We undertake no obligation to update or revise any forward-looking information as new information, future events, or other consequences, except as required by applicable law. The forward-looking statements contained in this news release are explicitly modified by this notice.

Neither the TSX Venture Exchange nor its Regulatory Service Providers (the term is defined in the TSX Venture Exchange Policy) are responsible for the validity or accuracy of this release and approve or disapprove the content of this press release. I will not. ..

Source: Lifeist Wellness Inc.


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Lifelist Wellness, which sells certain intellectual property assets to spinach payments, brings the US cannabis fintech concept to life, the Canadian Business Journal

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