Pure to Pure Signs Definitive Agreement to Acquire 51% of SunSeal

VANCOUVER, British Columbia, Aug. 09, 2023 (GLOBE NEWSWIRE) -- Pure to Pure Beauty Inc. (the “Company” or “Pure to Pure”) (CSE: PPB), a consumer product goods company focused on the development and sale of health and wellness products, is pleased to announce that, further to its March 29, 2023 press release, it has signed a definitive share purchase agreement (the “Agreement”) dated August 8, 2023 to acquire a 51% equity interest of UK-based SunSeal International Limited (the “SunSeal”) from Corium Health Limited. (the “Vendor”).

SunSeal (www.sunsealinternational.com) is a developer of skin care brands specifically in the sun care market. The SunSeal assets include a sun protection product that aims to disrupt traditional sunscreen brands by providing SPF50+ coverage that lasts for up to three days. The product is not absorbed into the skin, is breathable, completely waterproof and has been developed and tested by the world’s foremost sunscreen formulation laboratory in Sydney, Australia, which showed that the unique formulation used in SunSeal remained 93% effective after being submerged in water for 7 days.

Originating from Australia, SunSeal exclusively uses patented Microskin technology and is manufactured to the highest of standards to protect the skin from the UVB rays that “burn the skin” and the UVA rays that “age the skin.”

The SunSeal product has received approval from the Australian Therapeutic Goods Administration (TGA). It is also approved for use in the UK and across the EU and an application is currently being prepared for FDA approval in the United States.

“We expect the acquisition of 51% of SunSeal to provide us with a strong market position in the suncare industry, with the SunSeal products providing us with a number of synergies with our existing portfolio,” stated Simon Cheng, Chief Executive Officer of Pure to Pure. “This acquisition aligns with our strategy to expand our portfolio of health and wellness products, and we look forward to working with Corium Health in the further development of the SunSeal products.”

Upon closing, the Company will acquire 51% of SunSeal in consideration for 5,000,000 common shares of the Company (the “Consideration Shares”) and CAD$75,000 in cash (the “Cash Consideration”) and will enter into an earn-out and performance payment agreement (the “Earn-out and Performance Payment Agreement”) and a purchaser option agreement (the “Purchaser Option Agreement”) with the Vendor. The Earn-out and Performance Payment Agreement will entitle the Vendor to receive (a) up to an additional CAD$75,000 in cash; and (b) receive a performance payment (a “Performance Payment”) of up to (i) CAD$750,000 if SunSeal achieves CAD$2,500,000 in cumulative revenue and EBITA of CAD$350,000 by June 30, 2025; and (b) an additional performance payment of CAD$1,000,000 if SunSeal achieves CAD$6,250,000 in cumulative revenue and EBITDA of CAD$700,000 by June 30, 2025, with the Company being able to settle such Performance Payment in common shares of the Company. The Purchaser Option Agreement shall entitle the Company to acquire a further 29% equity interest in SunSeal for an additional $300,000, which may be satisfied through the issuance of common shares of the Company.