Justera Health Ltd. has entered into a definitive agreement to acquire all shares of Triniti Trading Corp., operating as TonyMoly Canada, a prominent beauty and skincare brand. This strategic move aims to strengthen Justera’s position in the health and wellness market by gaining control of TonyMoly’s operations in Canada. The acquisition involves a cash payment, assumption of a loan, and the issuance of common shares. The completion is subject to regulatory approvals, including the approval of the Canadian Securities Exchange (CSE).
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.
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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