Mr. Simon Cheng reports

PURE TO PURE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE 51% OF SUNSEALTM

Pure to Pure Beauty Inc., further to its March 29, 2023, press release, has signed a definitive share purchase agreement dated Aug. 8, 2023, to acquire a 51-per-cent equity interest of United Kingdom-based SunSeal International Ltd. from Corium Health Ltd.

SunSeal 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-plus 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 per cent effective after being submerged in water for seven 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 U.K. and across the European Union, and an application is currently being prepared for FDA (Food and Drug Administration) approval in the United States.

"We expect the acquisition of 51 per cent of SunSeal to provide us with a strong market position in the sun care 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 per cent of SunSeal in consideration for five million common shares of the company and $75,000 in cash, and will enter into an earn-out and performance payment agreement and a purchaser option agreement with the vendor. The earn-out and performance payment agreement will entitle the vendor to receive (a) up to an additional $75,000 in cash and (b) receive a performance payment of up to: (i) $750,000 if SunSeal achieves $2.5-million in cumulative revenue and EBITA (earnings before interest, taxes and amortization) of $350,000 by June 30, 2025; and (b) an additional performance payment of $1-million if SunSeal achieves $6.25-million in cumulative revenue and EBITDA (earnings before interest, taxes, depreciation and amortization) of $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-per-cent equity interest in SunSeal for an additional $300,000, which may be satisfied through the issuance of common shares of the company.

The consideration shares will be subject to a four-month-and-one-day statutory hold period as well as a voluntary six-month pooling arrangement pursuant to the agreement. Completion of the acquisition of Sunseal is subject to a number of conditions, including, but not limited to: (a) the satisfactory completion of due diligence; (b) the implementation of a SunSeal shareholders agreement; (c) a director of the vendor being appointed to the board of directors of the company; (d) the parties entering into (i) the earn-out and performance payment agreement, (ii) the purchaser option agreement, (iii) a manufacturing and distribution agreement for the SunSeal products, and (iv) a supply agreement for the SunSeal products; (e) the company having applied to list its common shares on the Frankfurt Stock Exchange; (f) the company having minimum working capital of $450,000; and (g) the receipt of any and all required approvals or consents. The proposed acquisition of Sunseal 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. The company is at arm's-length from the vendor and each of its shareholders.

About Pure to Pure Beauty Inc.

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.

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