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Company News

March, 2023
Pure to Pure Enters into Letter of Intent to Acquire 51% of SunSeal™ By Microskin™

Vancouver, British Columbia – March 29, 2023 – 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 it has entered into a letter of intent (the “Letter of Intent”) dated March 27, 2023 to acquire 51% of the SunSealTM brand of products (the “SunSeal Assets”) from Corium Health Limited. (the “Vendor”).

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SunSeal International Limited (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.

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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 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.

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“We expect the acquisition of 51% of SunSeal to provide us with a strong market position in the sun care industry, with the SunSeal Assets 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 Coruim Health in the further development of the SunSeal Assets.”

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Under the terms of the Letter of Intent, Pure to Pure will acquire 51% of a subsidiary of the Vendor that holds the SunSeal™ Assets (the “Target”) in consideration for 5,000,000 common shares of the Company, and certain performance payments based on the revenue and EBITDA of the Target. The Letter of Intent also contemplates that the parties will work together to further develop the business of the Target, with the Vendor given the ability to appoint a director to the board of directors of the Company. Pursuant to the Letter of Intent, the definitive agreement for the purchase of the Target will include a call option granting the Company the right to acquire a further 29% of the Target for an additional $300,000, which may be satisfied through the issuance of common shares of the Company. All common shares of the Company issued in connection with the acquisition of the Target will be subject to a six-month pooling arrangement to encourage the Vendors to invest in the success of the Target and the Company.

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Completion of the acquisition of the Target is subject to a number of conditions, including, but not limited to, the satisfactory completion of due diligence, the completion of an equity raise by the Company, the negotiation of definitive documentation, and the receipt of any required regulatory approvals. The proposed acquisition of the Target cannot be completed until these conditions have been satisfied. The proposed acquisition is not expected to constitute a fundamental change or change of business for the Company, nor is it expected to result in a change of control of the Company within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange.

 

About Pure to Pure

Pure to Pure is engaged in the development and sale of consumer product goods, including health and wellness products, under its “Pure to Pure” brand. For more information about the Company, please visit https://www.p2pbeauty.com.

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