Lifeist Acquires Zest Cannabis Brand

Lifeist Wellness Inc. LFSWF LFST M has acquired 100% of 1000501971 Ontario Inc. (“Zest”) for $3.4 million in an all-stock transaction.

"Zest's addition to CannMart brings an elevated level of growth and innovation through its exceptional cannabis products," stated Daniel Stern, CEO of CannMart. "With the expansion of our product lines, we solidify our position as a market leader. Through Zest, CannMart now offers a wide range of cannabis products, including Liquid Diamond and other hydrocarbon focused vapes, infused pre-rolls and flower, while Roilty provides high-quality cannabis extracts such as live resin, vapes, sugar wax, and shatter. Leveraging our existing marketing and sales teams, we are confident in our ability to further develop the inventive brand and drive continued growth to achieve results on par with the success we have seen with our Roilty brand."

Transaction Details

The acquisition was completed pursuant to the terms of an amended and restated share purchase agreement, dated July 19, 2023, which amended and restated the share purchase agreement. Pursuant to the terms of the amended acquisition agreement, the company acquired 100% of the issued and outstanding shares of Zest from Zest Cannabis Inc. and issued the share consideration to 13735346 Canada Inc. and 1000496959 Ontario Ltd. The company issued the aggregate consideration of 68.2 million common shares of the company valued at $3.4 million, on the basis of a deemed price of $0.05 per common share and issued at a premium to market.

The total consideration shares for the acquisition includes:

1. 30.7 million common shares at a price of $0.05 per common share ($1.5 million), and

2. 37.5 million common shares at a price of $0.05 per common share (the “escrowed shares”) ($1.9 million), to be held in escrow and released over a period of nine months in accordance with certain milestones pursuant to the terms and conditions of an escrow agreement.

As a condition of the acquisition, each seller’s shareholder will enter into a support and voting agreement with respect to the consideration shares received by the seller’s shareholders in connection with the acquisition. Pursuant to the voting agreement, the company will provide written notice to each seller’s shareholder recommending how the considerations shares should be voted. The seller’s shareholders have the right to abstain from voting. The voting agreement will automatically terminate two years after the date of the closing of the acquisition.

Benzinga Cannabis Capital Conference

The Benzinga Cannabis Capital Conference, the place where deals get done, is returning to Chicago this Sept 27-28 for its 17th edition. Get your tickets today before prices increase and secure a spot at the epicenter of cannabis investment and branding.

Photo: Benzinga edit with photos by geralt and lindsayfox on Pixabay

Related News

Lifeist To Acquire Zest Cannabis