July 10, 2023 — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingredient and product company, today announced it has entered into agreements to acquire eight retail locations in the Tampa, Florida area, offering Kava, Kratom, VAPE and CBD products and beverages operating as Nitro Kava & Kratom, including inventory, equipment and recipes, distribution facilities and a warehouse located in Largo, Florida, generating $2.9 million of annual revenues (unaudited) for the fiscal year ended December 31, 2022.

The purchase price for the acquisition consists of no cash and the agreement to issue approximately 85,000 shares of a new class of convertible preferred stock, which is convertible into approximately 8.5 million shares of common stock to the seller. The seller will be subject restrictions on transfer of such shares and a lockup for a two year period.

Panacea plans to operate and further develop an expanding Florida chain of natural health and wellness retail stores serving high quality plant-based products such as Kava and Kratom and plans to introduce new mushroom products and Kratom Energy drinks.

The long-term objective is for Panacea to own and or operate hundreds of stores that offer Kava Kratom, CBD, mushroom and vape products.

“We are excited to finalize the acquisition of a popular retail chain and innovative distribution business as PLSH expands its footprint into the natural plant-based market segment. We believe there is a massive shift in the minds of consumers away from pharmaceutical lab-driven products toward using natural products as functional remedies to treat and heal the human body. PLSH is well positioned and on the forefront of this movement, said Leslie Buttorff, CEO. “With this acquisition we are able to capture a high value business in the natural beverage retail and wholesale market that includes brand licensing and franchising development for all of our product segments.”

Closing of the acquisition is subject to satisfaction of customary terms and conditions for a transaction of this kind, including delivery by sellers of audited financial statements for the prior two completed fiscal years for the acquisition.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden Colorado. If you would like more information, please visit www.panacealife.com