SYDNEY, AUSTRALIA: Wellfully Limited (ASX: WFL) has completed a non-binding MOU to merge with The Brandbase (TBB), a group of private companies consisting of Natural Mojo GmbH, Skingood Garden UG and IG Group Services GmbH, currently under the ownership and control of Capital D, a London-based Private Equity firm.

The transaction will be cashless. Capital D will exchange 100% of the shares of the TBB company for Wellfully Limitedordinary shares (WFL).

The Brandbase (TBB) is a wellness products marketing company incorporated in Berlin whose brands include “Skingood Garden”, a wellness-centered skincare brand, and “Natural Mojo”, a wellness nutrition business.

TBB’s simplified business model is focusing on:

• Managing its two brands and their corresponding ranges;

• Marketing its products through influencer and performance marketing; and

• Distributing its products through DTC (direct-to-consumer), marketplaces and B2B channels.

The Brandbase (TBB) generated sales revenue of A$ 12.2 million in the 12 months ending September 2022 and currently operates at, or near to, breakeven.

TBB is a Sales & Marketing spin-off from the sale of its previous parent entity, Invisible Brands (a direct-to-consumer sales and marketing company whose marketing platform reaches over 100 million women and men across the world on social media every month selling brands such as HelloBody, Banana Beauty and Mermaid+Me to over 2 million customers), to Henkel AG & Co. KGaA (Henkel) in 2020.

Henkel, a German multinational chemical and consumer goods company, is active in both the consumer and industrial sectors. Listed on DAX, the company is organized into three globally operating business units (Laundry & Home Care, Beauty Care, Adhesive Technologies) and is known for brands such as Loctite, Persil, Fa, Pritt, Dial and Purex, amongst others.

If merged with Wellfully Limited, it is expected that TBB would significantly increase Wellfully’s revenues, improve gross margins, and provide a substantial acceleration of Wellfully’s growth plan. The proposed transaction would take the form of a share exchange, whereby the Company would acquire 100% of TBB in exchange for the issue of new shares in Wellfully, to the value of A$ 1 M and priced at the 15-day trailing VWAP at the closing of the transaction. Shareholders will be given the opportunity to vote on the purchase of TBB (if required) for the issue of any consideration shares, at an EGM.

Post-merger, it is expected that Capital D would hold about 18% of the shares in Wellfully and, being an institutional investor, this significantly strengthens the shareholder base of Wellfully. The Company will consider all financing options to drive its objective of ramping sales growth, as well as the implementation of a number of natural synergies based upon the post-merger integration plan.