Tierra Corp. has entered into a definitive share purchase agreement to acquire CannMart Inc. from Lifeist Wellness Inc. (TSXV:LFST) for CAD 5 million on February 2, 2024. The purchase price payable to the Lifeist Wellness Inc. on closing is structured as follows: i. CAD 500,000 payable in cash upon closing of the Transaction, subject to a working capital adjustment; ii.

a $4.5 million senior secured vendor takeback loan with set monthly repayments; and iii. common share purchase warrants to acquire up to 9.9% of the equity of Tierra Corp., parent Lifeist Wellness Inc. of the Buyer. the Transaction constitutes the sale of the majority of the Lifeist Wellness Inc.?s undertaking and accordingly requires the approval of 2/3 of the shareholders of the Lifeist Wellness Inc. entitled to vote thereon in order to complete the Transaction.

In addition to obtaining Shareholder approval, the closing of the Transaction (the ?Closing?) is subject to, among other things, the satisfaction of all regulatory requirements and the fulfilment of certain other conditions, including the granting of final approval of the Transaction by the TSXV. Kronos Capital Partners Inc. is acting as financial advisor to Lifeist in connection with the transaction.