Simply Solventless Concentrates Ltd. (TSXV:HASH) (SSC) entered into a share purchase agreement to acquire CannMart Inc. from Lifeist Wellness Inc. (TSXV:LFST) for CAD 2.5 million on June 25, 2024. Purchase price will consist of CAD 0.5 million payable upon the closing date, CAD 1.5 million plus applicable interest in a VTB loan, subject to adjustments as set forth in the share purchase agreement, CAD 0.5 million satisfied by the issuance of units, comprised of one common share and one-half purchase warrant to purchase one common share of SSC, SSC shall pay Lifeist 100% of the net revenue generated by the sale of 50% of existing inventory (presently estimated at CAD 1 million value), separate and in addition to any other fees and an earnout bonus of 20% of any revenue above CAD 3 million per quarter over the first 12 months.
Transaction is subject to approval of 2/3 of the shareholders of Lifeist Wellness Inc., the satisfaction of all regulatory requirements and the fulfilment of certain other conditions, including the approval of the Share Sale Transaction by the TSXV.
Gordon Cameron of Stikeman Elliott LLP acted as legal advisor to Simply Solventless Concentrates Ltd. Trina K. Fraser of Brazeau Seller LLP acted as legal advisor to Lifeist Wellness Inc.