Creso Pharma Limited (ASX:CPH) signed a non-binding term sheet to acquire Health House International Limited (ASX:HHI) for AUD 5.3 million on July 29, 2022. Under the Scheme, should it proceed, Creso will issue approximately 1 Creso share for every 2 Health House shares held by Health House shareholders. As of November 18, 2022, Creso Pharma Limited (ASX:CPH) entered into a scheme implementation deed to acquire Health House International Limited (ASX:HHI) for AUD 5.3 million. The consideration will be subject to adjustments for anticipated Health House debt at completion of the Scheme. In addition, for every four shares issued to the Health House shareholders by Creso, Health House shareholders will also receive one free option (exercise price AUD 0.08; expiring 4 years from issue). As of January 10, 2023, CPH has issued 40 million shares and paid AUD 0.95 million in cash to settle HHI's debt. As of March 24, 2023, Health House Shareholders will receive the Scheme Consideration of one Creso Consideration Share and 0.25 Creso Consideration Options for every approx. 2.9 Scheme Shares held by them at the Record Date. A shareholder meeting will be convened on May 2, 2023, to approve the scheme of arrangement. As of May 2, 2023, the scheme has been approved by the shareholders of HHI.

The non-binding term sheet is conditional upon completion of satisfactory due diligence on Health House and the parties entering into a formal Scheme Implementation Deed, amongst other standard conditions. The Scheme will be subject to HHI shareholder's, regulatory and Court approval. Directors of Health House have indicated their intention to unanimously recommend that Health House shareholders vote in favor of the Scheme. As of September 5, Creso Pharma has completed the due diligence and has advanced a working capital loan of AUD 0.7 million to HHI. The parties agreed to a payment of break fees of AUD 100,000 in case of termination. An HHI shareholder meeting will be held in February, 2023. Scheme is expected to be implemented on May 16, 2023. As of May 16, 2023 The court has approved the transaction.

EverBlu Capital Corporate Pty Ltd is acting as Creso Pharma’s corporate advisor. EverBlu will receive a 7.5% transaction fee. CPS Capital Group Pty Ltd is acting as Health House’s corporate advisor. CPS will receive a transaction fee. Steinepreis Paganin acted as legal advisor to CPH and Blackwall Legal LLP acted as a legal advisor to HHI. Moore Australia Corporate Finance (WA) Pty Ltd acted as fairness opinion provider to Health House International Limited. Link Market Services Limited acted as a share registrar to Health House International Limited.