Revitalist Announces Unit Private Placement

Rhea-AI Summary

Revitalist Lifestyle and Wellness Ltd. (OTCQB: RVLWF) announced a non-brokered private placement to issue up to 85,000,000 units at $0.02 per unit, generating gross proceeds of $1,700,000. Each unit consists of one common share and one purchase warrant, exercisable at $0.05 for two years. The offering may close in multiple tranches and proceeds will support company operations and working capital. All securities are subject to a four-month hold period. Revitalist is a leader in the psychedelic wellness space with a presence across 28 states.

Positive

• Successful non-brokered private placement expected to raise $1,700,000.
• Each unit includes a warrant that could enhance shareholder value if exercised.
• The company is positioned as a leading player in the growing psychedelic wellness market.

Negative

• Warrants have an exercise price above current trading levels, potentially limiting immediate capital influx.
• The offering may dilute existing shareholders' equity.
• Economic uncertainties could impact operations and future financing.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia--(BUSINESS WIRE)-- Revitalist Lifestyle and Wellness Ltd. (CSE: CALM) (OTCQB: RVLWF) (FSE: 4DO) (the ”Company” or “Revitalist”), is pleased to announce a non-brokered private placement consisting of the issuance of up 85,000,000 units (each, a “Unit”) at a price of $0.02 per Unit for aggregate gross proceeds of $1,700,000 (the “Offering”). The Offering may close in one or more tranches at the sole discretion of the Company.

Each Unit will be comprised of one common share of the Company (each, a “Share”) and one transferable common share purchase warrant (each, a “Warrant”), with each Warrant being exercisable into one additional Share (each, a “Warrant Share”) at an exercise price of $0.05 per Warrant Share for a period of two years after the date of issuance, subject to an acceleration right whereby in the event the Shares having a closing price on the Canadian Securities Exchange (or such other recognized North American securities exchange) (the “CSE”) of $0.09 or greater per Share for any ten (10) consecutive trading day period at any time after the date of issuance of the Warrants, the Company may accelerate the expiry of the Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration) and, in such case, the Warrants will be deemed to have expired on the day which is thirty (30) days after the date of such notice. The Company intends to use the aggregate proceeds of the Offering for company operations and general working capital purposes.

Finders’ fees in cash and securities may be payable in connection with the Offering in accordance with the policies of the CSE and applicable securities laws.

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after the date of issuance, as set out in National Instrument 45‐102 – Resale of Securities. None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Revitalist Lifestyle and Wellness, Ltd.

Revitalist Lifestyle and Wellness Ltd. (CSE: CALM) (OTCQB: RVLWF) (FSE: 4DO) is a mental health and wellness company focused on comprehensive care in the ketamine wellness space offering innovative, evidenced based services. With physical locations and virtual offices across 28 states, Revitalist is one of the largest publicly traded psychedelic wellness companies in Northern America.

On Behalf of the Board

“Kathryn Walker”

Chief Executive Officer

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, ”forward-looking statements”) within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the closing of the Offering in one or more tranches or at all as well as the anticipated use of proceeds therefrom. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, the availability of the financing required for the Company to complete the Offering, and the receipt of CSE approval thereof. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, changes in laws, regulations and policies affecting the psychedelic wellness industry, as well as the risks and uncertainties which are more fully described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's SEDAR profile. The ongoing COVID-19 pandemic, labour shortages, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company’s operating performance, financial position, and future prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The Company does not undertake any obligation to update such forward‐looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230404006111/en/

Revitalist Lifestyle and Wellness Ltd.

Email: Corporate@Revitalist.com

Tel: (865) 585-8414



Twitter: @RevitalistCorp

Facebook: @RevitalistLifestyleandWellnessLtd.

Instagram: @RevitalistCorp

LinkedIn: @RevitalistLifestyleAndWellnessLtd

Source: Revitalist Lifestyle and Wellness Ltd.

FAQ

What is Revitalist's RVLWF private placement offering details?

Revitalist is offering up to 85,000,000 units at $0.02 per unit, with total gross proceeds expected to be $1,700,000.

What will Revitalist do with the funds from the RVLWF offering?

The funds will be used for company operations and general working capital.

What is the exercise price for the warrants in the RVLWF offering?

The warrants are exercisable at a price of $0.05 per share for two years from issuance.

How many units can Revitalist issue in the RVLWF placement?

Revitalist can issue up to 85,000,000 units in this private placement.

Are the securities issued in the RVLWF placement registered in the US?

No, the securities will not be registered under the US Securities Act of 1933.