Disposal of plant based health & wellness business14 Oct 2024 08:13
Disposal of plant based health & wellness business
Mendell Helium is pleased to announce the conditional disposal ("Disposal") of its plant based health & wellness business ("Voyager") to Orsus Therapeutics plc ("Orsus"), a private label turnkey solutions provider specialising in developing, formulating, marketing & sales of health and wellness products for global brands.
As announced on 27 June 2024, the Company has an option to acquire M3 Helium Corp., a producer of helium based in Kansas and with an interest in six wells. There is no certainty that the Company's option to acquire M3 Helium will be exercised, nor that the enlarged group will successfully complete its re-admission to trading on the AQSE Growth Market.
Highlights
· Mendell Helium will own approximately 28% of Orsus with further upside based on the achievement of revenue targets
· The Board will explore arrangements to distribute the Orsus shares on a pro rata basis directly to the Company's shareholders
· Mendell Helium has no further obligation to contribute to the running costs of the plant based health & wellness business with effect from 1 October 2024
· Disposal will be conditional on shareholder approval at a forthcoming general meeting
Transaction summary
Further to the announcement of 30 September 2024 in which the Company stated that it had entered into heads of terms to dispose of its plant based health & wellness business, Mendell Helium is now pleased to confirm that a share purchase agreement has been signed to dispose of Voyager's plant based health and wellness business to Orsus. The Disposal is being effected by Orsus acquiring three of the Company's wholly owned subsidiaries, being VoyagerCann Limited, Ampora Health Limited and Voyager Life Limited, which, combined, own all of its health & wellness operations. The consideration for the Disposal is:
1. The issue of 9,000,000 new ordinary shares in Orsus ("Shares") at a price of 5 pence per share to the Company, representing approximately 28% of the enlarged Orsus group
2. The issue of of 6,000,000 new Orsus warrants ("Warrants") to the Company, representing approximately 16% of the enlarged Orsus group's existing share capital on a fully diluted basis
The Warrants will convert into Shares subject to Voyager's business contributing not less than £300,000 of revenues to the enlarged Orsus group and existing customers accounting for not less than £100,000 of such revenues in the first 12 months.
RKB
PS I spoke last week to Eric about our RNS’s not appearing on our new B.B. The Company are aware of this, but AQUIS Exchange only prevaricate and do not take ownership of a third-party supplier to their news feeds. Now we know that Aquis Exchange is useless.