Live Verdure Ltd (ASX:LV1) agreed to acquire Edible Beauty Australia Pty Ltd from Anna Mitsios for AUD 1 million on August 22, 2022. Upfront consideration of AUD 1 million (consisting of 75% in cash and 25% in shares), representing a multiple of 0.45x actual FY22 revenue, with deferred payments based on future revenue. Deferred cash consideration equal to 10% of the (audited) revenue generated by Edible Beauty across the 24-month period following completion.

1,666,667 shares (being AUD 0.25 million of fully paid ordinary shares in Live Verdure at a deemed issue price of AUD 0.15 per share), to be issued at completion subject to receipt of shareholder approval under Listing Rule 7.1. The consideration shares issued to Anna Mitsios will be subject to voluntary escrow for 12 months from the date of issue. The purchase price for the acquisition has been funded by part of the proceeds from the AUD 2.1 million capital raise to a range of high-quality institutional and sophisticated investors. Live Verdure anticipates that the acquisition will complete in October subject to satisfaction or waiver of the following material conditions precedent: Live Verdure completing the Placement; Counterparties to all material contracts having consented to or approved the change of control of Edible Beauty; Certain key persons entering into employment agreements with the Company; No material adverse change occurring prior to completion; and o Shareholders approving the issue of the Consideration Shares under Listing Rule 7.1. Anna Mitsios (Founder of Edible Beauty) will join the executive leadership team at Live Verdure.

The sellers are Anna Mitsios (Founder and 94.8% majority shareholder of Edible Beauty), and minority shareholders Kathy Mitsios, Dimitrios Mitsios and Julie Mitsios, each of whom are unrelated to Live Verdure. Completion of the Edible Beauty acquisition is expected to occur in October 2022, subject to the satisfaction of closing conditions. Live Verdure was advised by Equion Capital (M&A), Hamilton Locke (Legal) and JT&P Corporate (Financial).