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CALGARY, Alberta, Oct. 13, 2026 (GLOBE NEWSWIRE) -- Vitalist Inc. (TSX-V: VITA.V; OTCQB: VTLSF) ("Vitalist"), is pleased to announce a proposed non-brokered equity financing for total gross proceeds of C$5,000,000 (the "Equity Financing"), the opening of a non-brokered private placement of convertible debentures, for total gross proceeds of C$5,000,000 (the "Debenture Offering"), which is anchored by its two largest shareholders, for C$2,546,000, and the renewal of Vitalist's C$12,000,000 revolving credit facility (the "Renewed Credit Facility").

Equity Financing

Under the Equity Financing, Vitalist intends to issue approximately 5,882,353 units of Vitalist (the "Units") at a price of C$0.85 per Unit. Each Unit consists of one common share in the capital of Vitalist (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of C$1.00 per share for a period of 24 months following the date of issuance.

Substantially all of the Equity Financing was subscribed to by existing major institutional shareholders Vesta Wealth Partners Ltd. ("Vesta Wealth") and The John Hantz Trust ("Hantz Group"), which currently hold approximately 57.3% and 15.5% of Vitalist's outstanding common shares, respectively.

Completion of the Equity Financing remains subject to the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange (the "Exchange").

Debenture Offering

Subject to Exchange approval, Vitalist is offering convertible debentures (the "Debentures") for gross proceeds of up to C$5,000,000, which is expected to include subscriptions by existing major shareholders Vesta Wealth (C$2,000,000) and Hantz Group (C$546,000), together representing approximately 51% of the maximum size of the Debenture Offering, with the balance expected to be subscribed for by other investors.

The Debentures will mature three years from the date of issuance (the "Maturity Date") and bear interest at 12% per annum, accruing and compounding annually as paid-in-kind ("PIK") interest rather than in cash. Upon the closing of an underwritten public offering on the Nasdaq Capital Market or another recognized U.S. national exchange under an effective Form F-1 registration statement (a "Qualified Public Offering"), the principal amount of the Debentures will automatically convert into Common Shares. Any accrued or capitalized PIK interest will not automatically convert, and its conversion remains subject to separate Exchange acceptance.

The conversion price per common share upon an Automatic Conversion will be equal to 80% of the price per common share offered to the public in the Qualified Public Offering, provided that the conversion price will not be less than C$0.68, as required under TSXV Policy 4.1 (the "TSXV Price Floor"). If no Qualified Public Offering has closed by the Maturity Date, the holder may elect either cash repayment or conversion into common shares at 80% of the volume-weighted average trading price (VWAP) of the common shares on the Exchange for the ten consecutive Trading Days immediately prior to the maturity date, subject to the TSXV Price Floor.

Prior to the closing of a Qualified Public Offering and prior to the Maturity Date, if the VWAP of the common shares on the Exchange equals or exceeds 200% of the TSXV Price Floor for 20 consecutive Trading Days, Vitalist may require the holder to convert the Debenture into common shares at 80% of the VWAP for the ten consecutive Trading Days immediately prior to the forced conversion date, subject to the TSXV Price Floor.

Notwithstanding the foregoing, if Exchange rules or policies require accrued or capitalized PIK interest to be converted at a price different from the applicable conversion price, such PIK interest shall be converted into common shares at the lowest price permitted by Exchange policies or, at the election of Vitalist, paid in cash.

In connection with the Debenture Offering, the Company may pay finder's fees or commissions in cash and/or securities to eligible arm's-length finders, subject to Exchange policies and applicable securities laws.

Completion of the Debenture Offering remains subject to the receipt of all necessary regulatory approvals, including the acceptance of the Exchange.

Renewed Credit Facility

Vitalist has also entered into an agreement with Vesta Wealth to renew and extend its existing C$12,000,000 revolving credit facility (the "Renewed Credit Facility"). The Renewed Credit Facility maintains Vitalist's access to up to C$12,000,000 in operational credit on a non-committed basis to support ongoing commercial growth, scale the VitalOS™ platform, and provide general working capital. Under the terms of the Renewed Credit Facility, the facility's maturity date has been extended to September 30, 2029, and outstanding draws will bear interest at a rate of 12% per annum, compounded monthly and payable in kind at maturity. In consideration of the extension, Vitalist has agreed to pay Vesta Wealth a one-time financing fee of 1.5% of the facility limit (C$180,000) upon closing. The facility is secured by a general security agreement (GSA) over the assets of Vitalist. At the effective renewal date of September 30, 2026, C$3,292,683 and US$1,233,422 in principal and accrued, but unpaid, interest will be outstanding on the Renewed Credit Facility.

Completion of the Renewed Credit Facility remains subject to the receipt of all necessary regulatory approvals, including acceptance by the Exchange.

Related Party Disclosure

Vesta Wealth and Hantz Group are each a "related party" of Vitalist by virtue of holding more than 10% of the outstanding Common Shares. Accordingly, the participation of Vesta Wealth and Hantz Group in the Equity Financing and the Debenture Offering, and the Renewed Credit Facility with Vesta Wealth, each constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Vitalist is relying on the exemption from the formal valuation requirement of MI 61-101 contained in Section 5.5(b) for each of the transactions, as no securities of Vitalist are listed or quoted on any of the specified markets set out in that section. In addition, a formal valuation is not required for the Renewed Credit Facility under Section 5.4 of MI 61-101. Vitalist is relying on the exemption from the minority shareholder approval requirement of MI 61-101 contained in Section 5.7(1)(a) for the Equity Financing and the Debenture Offering, as neither the fair market value of the securities to be issued to, nor the consideration to be paid by, the related parties exceeds 25% of Vitalist's market capitalization, and on the exemption contained in Section 5.7(1)(f) for the Renewed Credit Facility, as it is a loan from a related party on reasonable commercial terms that are not less advantageous to Vitalist than if obtained from a person dealing at arm's length, and it is not convertible into, or repayable as to principal or interest in, equity or voting securities of Vitalist. Vitalist did not file a material change report more than 21 days before the expected closing of the transactions because the details of the participation of the related parties were not settled until a short time ago and Vitalist wishes to close the transactions on an expedited basis for sound business reasons.

Use of Proceeds

Net proceeds from the Equity Financing and the Debenture Offering are expected to be used to support ongoing commercial growth, further scale Vitalist's proprietary VitalOS™ platform, expand strategic brand partnerships, debt repayment, and for general working capital and corporate purposes. Any repayment of amounts outstanding under the Renewed Credit Facility will be at Vitalist's discretion and is not a condition of, or required by, any subscription by Vesta Wealth or the terms of the Renewed Credit Facility.

"The continued commitment from our core investment partners, Vesta Wealth and Hantz Group, demonstrates profound confidence in our vision and operational momentum," said Kalvie Legat, CEO of Vitalist. "This proposed $5 million equity financing, alongside the launch of our $5 million convertible debenture offering, anchored by continued investment from Vesta Wealth and Hantz Group, strengthens our balance sheet and provides the financial runway needed to execute our long-term strategic initiatives and scale VitalOS™."

About Vitalist Inc.

Vitalist Inc. 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, Vitalist is building an ecosystem of personalized solutions that enhance human potential.

Investor Relations Contact

For further information about Vitalist Inc. please contact:

Kalvie Legat, CEO
Vitalist
+1 (403) 560-9635
ir@vitalist.ca

Walter Frank
IMS Investor Relations
+1 (203) 972-9200
vitalist@imsinvestorrelations.com

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable Canadian securities laws and forward-looking statements within the meaning of applicable U.S. securities laws (collectively, "forward-looking statements"). In general, forward-looking statements refer to disclosure about future conditions, courses of action, and events. The use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", "potential", and similar expressions are intended to identify forward-looking statements.

More particularly and without limitation, this press release contains forward-looking statements regarding: the $5.0 million Equity Financing, the terms thereof (including the issuance of Units, Common Shares, and Warrants), and the intended use of proceeds therefrom; the terms, timing, size, and closing of the proposed $5,000,000 Debenture Offering, including its 12% per annum PIK interest rate, its automatic conversion feature, its forced conversion feature, its 20% discount conversion pricing referable to a future Qualified Public Offering, and the anticipated participation of Vesta Wealth and Hantz Group therein; the terms, timing, and closing of the $12.0 million Credit Facility Renewal with Vesta Wealth, including the extension of its maturity date, interest rate, and financing fee terms; any future Qualified Public Offering involving Vitalist's Common Shares on a U.S. national securities exchange, and the timing and pricing of any such offering; the receipt of required regulatory approvals, including acceptance by the Exchange; and Vitalist's expectations regarding future financial strength, product development, market expansion, and strategic growth priorities.

Forward-looking statements are based on a number of key expectations and assumptions made by management, including, without limitation: the ability to close the Equity Financing on the terms disclosed or at all; the ability to close the Debenture Offering on the terms disclosed or at all; the ability to close the Renewed Credit Facility on the terms disclosed or at all; the ability to complete a Qualified Public Offering on the anticipated terms and timeline, or at all; the receipt of the Exchange's acceptance of the Equity Financing and the Debenture Offering; the successful execution of operational and market expansion strategies; and the continuation of general market and economic conditions. Although Vitalist believes that these assumptions are reasonable, undue reliance should not be placed on forward-looking statements because Vitalist can give no assurance that they will prove to be correct.

By their nature, forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such statements. These include, but are not limited to: the risk that the Equity Financing, the Debenture Offering, or the Renewed Credit Facility may not close on the terms announced or at all; the risk that Vitalist does not complete a Qualified Public Offering on the anticipated timeline or at all, in which case the Debentures may not convert as described in this release; the risk that the conversion discount and PIK interest features result in greater dilution to existing shareholders than currently anticipated; the risk that MI 61-101 or Exchange requirements may necessitate disinterested shareholder approval, additional disclosure, or revised terms for the Debenture Offering; inability to obtain necessary regulatory approvals or Exchange acceptance; market volatility; business and economic conditions; and other risk factors detailed from time to time in Vitalist's public disclosure filings, including its most recent Management's Discussion and Analysis available under Vitalist's profile on SEDAR+ at www.sedarplus.ca.

The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and represent management's expectations as of the date hereof. Vitalist disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.