Calgary, AB, Canada – May 23, 2025 – TheNewswire - Vitalist Inc. (TSX-V: VITA) (“Vitalist” or the “Company”), is pleased to announce that it has closed its previously announced non-brokered private placement (the “Offering”), raising aggregate gross proceeds of $2,542,080 through the issuance of 6,355,200 equity royalty units (each, a “Unit”) at a price of $0.40 per Unit.

Private Placement of Equity Royalty Units

Each Unit consists 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 of the Offering (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 purchased 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.

In connection with the Offering, the Company paid certain eligible finders aggregate cash commissions of $42,208 and issued an aggregate of 105,520 Warrants.

The net proceeds from the Offering are intended to be used for general corporate purposes and to advance the Company's strategic initiatives, including the development and launch of its VitalOS smartwatch operating system.

The Offering remains subject to the final approval of the TSX Venture Exchange. All securities issued in connection with the Offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

Debt Restructuring

Vitalist is also pleased to announce that, pursuant to an amendment of the Sale and Purchase of Future Receivables Agreement dated May 20, 2025, between Vitalist and Happy CP Company (“CMC”), Vitalist has agreed to repay a total of US$1,218,400 to CMC in accordance with the following repayment plan:

 

Period after the effective date of the amendment:	Amount of repayment (USD)1
0 -12 months	$160,000
13 - 24 months	$325,000
25 - 36 months2	$733,400

1. All scheduled payments will accrue and be paid quarterly. 

2. Repayments in months 25 - 36 will be the greater of base payment and 5% of net revenue. 

 

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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities of the Company in the United States. The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

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.

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.

Forward-Looking Information

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.

Further Information

For further information about Vitalist Inc. please contact:

 

Kalvie Legat                

Chief Executive Officer                        

+1 403 560-9635

 ir@vitalist.co