April 8, 2025
Calgary, AB, Canada – April 8, 2025 – Vitalist Inc. (TSX-V: VITA) (“Vitalist” or the “Company”), formerly CE Brands Inc., announces that, subject to approval of the TSX Venture Exchange, it intends to raise a minimum of $1,300,000 and a maximum of $3,300,000 (the “Offering”) by way of a non-brokered private placement of a minimum of 3,250,000 and a maximum of 8,250,000 units (the “Units”), at a price of $0.40 per Unit. The Offering will close in tranches (each, a “Closing”), with the first such Closing to occur on or about May 1, 2024, or such other date as the Company may designate.
Each Unit will consist of one common share of the Company (a “Share”), one common share purchase warrant of the Company (a “Warrant”), and one fractional royalty interest of the Company (a “Royalty Interest”). Each Warrant will entitle the holder to purchase one additional common share of the Company (a “Warrant Share”), at the Strike Price (as defined below), for a period of 24 months following the Closing. The term “Strike Price” means the greater of (a) the market price of the common shares of the Company on the TSX Venture Exchange immediately following the Closing, and (b) $0.50. Each Royalty Interest will entitle the holder, for a period of 24 months following the Closing, to its proportionate share of up to 5% of the aggregate gross receipts (excluding taxes and other governmental charges) from the global sale or provision by the Company of smartwatches on the VitalOS ecosystem, less sales expenses and documented and substantiated ordinary course refunds and credits solely with respect to the return of smartwatches (“Net Sales”). For example, if an investor purchases 165,000 Units, for a total purchase price of $66,000, the investor will be entitled to 0.1% of Net Sales for two years following the Closing.
The net proceeds of the Offering will be used to make royalty payments to the Company’s brand licensors and for general corporate purposes.
Participation in the Offering is restricted to qualified investors under available exemptions from prospectus requirements.
Finder’s fees in cash together with common share purchase warrants of the Company possessing the same terms as the Warrants may be payable on a portion of the Offering to finders or brokers who assist in the placement of the Units.
The Shares, Warrants, Warrant Shares, and Royalty Interests will be subject to a hold period of four months plus one day from the date of issuance, in accordance with applicable securities regulations.
Certain directors and officers of the Company are expected to subscribe for Units. Each director and officer of the Company is considered an “insider” of the Company and, as a result, their participation under the Offering is considered to be a “related party transaction” for the purposes of Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company will be exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, will not be more than 25% of the Company’s market capitalization. Additionally, the Company will be exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, will not be more than 25% of the Company’s market capitalization.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information about Vitalist Inc., please visit www.vitalist.co.
To be added to the Vitalist’ distribution list, please register at www.vitalist.co/investors.
About Vitalist Inc. Vitalist is an innovative technology provider that helps brands build better products. Through VitalOS, brands create seamlessly connected devices and applications that adapt to each user. By uniting hardware and software with intelligent analytics, we're building an ecosystem of personalized solutions that enhance human potential.
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release includes forward-looking information with respect to the terms and timing of the Offering, and the uses of proceeds of the Offering.
Although Vitalist believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Vitalist cannot give any assurance that it will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. A detailed description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Vitalist’ most recent annual information form and management’s discussion and analysis on the SEDAR website at www.sedarplus.ca. Although Vitalist has attempted to identify in its public disclosure important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the risk factors in its public disclosure may not be exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of Vitalist as of the date of this press release and, accordingly, is subject to change after such date. However, Vitalist expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
For further information about Vitalist Inc. please contact:
Kalvie Legat
Chief Executive Officer
+1 403 560-9635