Justera Signs Definitive Agreement to Acquire K-Beauty Company, Triniti Trading Corp.

Toronto, Ontario–(Newsfile Corp. – November 7, 2023) – Justera Health Ltd. (CSE: VTAL) (OTC Pink: SCRSF) (“Justera” or the “Company“) is pleased to announce it has taken a significant step towards expanding its portfolio by signing a definitive agreement to acquire all of the shares of Triniti Trading Corp. an authorized distributor of TonyMoly in Canada (o/a TonyMoly Canada (the “Vendor“)), a highly renowned beauty and skincare brand, on November 6, 2023.

This strategic move to acquire the skincare brand powerhouse is poised to solidify Justera’s position in the health and wellness market, providing an exciting opportunity for expansion and innovation. The Vendor has been making waves in the beauty industry with its high-quality, innovative products and has a strong established presence in the Canadian market.

With the proposed acquisition, the Company will secure and assume complete control of the Vendor’s operations in Canada, including product distribution authority for both online and retail outlets.

TonyMoly, since 2006, is known in the beauty community for its commitment to using high-quality ingredients coupled with cutting-edge skincare technology, and the brand has earned a significant following worldwide. Currently, TonyMoly products grace the shelves of more than 950 stores in over 50 countries, a testament to its global appeal and popular reputation. (Source: https://tonymoly.ca/pages/our-story)

Highlights of the Proposed Acquisition

The Company has agreed to purchase all of the shares of Triniti Trading Corporation (o/a TonyMoly Canada), a privately held B.C. Company which distributes and markets the TonyMoly products in Canada as an authorized distributor of TonyMoly. The proposed transaction is arm’s length with no finder’s fee payable.

The aggregate purchase price for the acquisition is $328,000, payable as follows: (a) cash payment on closing of $60,000 and a further cash payment of $65,000 to be paid on the date that is 50 days after closing; (b) assumption of $40,000 loan; and (c) an aggregate of 4,060,000 Common Shares of the Company at a deemed price of $0.05 per share (“Payment Shares“), subject to CSE approval.

The Payment Shares are subject to voluntary restrictions on transfer and become free trading as follows:

• 25% on the date that is 4 months and 1 day from date of issuance;
• 25% on the date that is 6 months from date of issuance;
• 25% on the date that is 9 months after issuance; and
• 25% on the date that is 12 months after issuance.

Completion of the proposed acquisition is subject to customary conditions including regulatory approvals, CSE approval, and satisfactory of due diligence.

“This acquisition marks a significant milestone for the Company. TonyMoly Canada’s strong market presence and global recognition make it a perfect fit for the Company’s growth strategy. We are excited about the potential this acquisition holds, and we look forward to the opportunity to bring TonyMoly’s exceptional products to even more customers in Canada,“ said Edward Park, Chief Executive Officer of the Company

To learn more about TonyMoly, please visit: https://tonymoly.ca/.

About Justera

Established in 2020, Justera Health Ltd. is a Canadian Company focused on health and wellness. Through its services, innovative products, strategic partnerships, Justera empowers individuals to prioritize their well-being. With four subsidiaries, it offers personalized healthcare services and solutions, such as IV Vitamin Therapy, premium nutritional supplements through its Naturevan Nutrition brand, a full 360-degree wellness and spa experience through Juillet Wellness that provides registered massage therapy, acupuncture, and new retail stores in Vancouver that sell the Naturevan brand, as well as a carefully curated range of offerings from other companies within the wellness and holistic industry. Justera’s mission is to enhance Canadians overall well-being with diverse solutions catering to individual needs.

For additional information on Justera and other corporate information, please visit the Company’s website at www.justerahealth.com.

For more information about the Company, please refer to the Company’s profile on SEDAR+ at www.sedarplus.com.

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

For further information:

Investor Relations & Communications

Edward Park, Chief Executive Officer
Tel: (416) 901-5611 x 203
Email: epark@justerahealth.com

Forward-Looking Statements:

Certain statements contained in this news release may constitute forward-looking information, including statements relating to the future development of Justera’s business. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The actual results of Justera, including completion of the proposed acquisition, could differ materially from those anticipated in this forward-looking information as a result of regulatory decisions, competitive factors in the industries in which Justera operates, prevailing economic conditions, changes to Justera’s strategic growth plans, and other factors, many of which are beyond the control of Justera. Management of Justera believes that the expectations reflected in the forward-looking information herein are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward‐looking information contained in this news release represents Justera’s expectations as of the date hereof and is subject to change after such date. Justera disclaims any intention or obligation to update or revise any forward‐looking information whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/186464