Health House Holdings Limited entered into a binding heads of agreement to acquire VPCL Limited (ASX:VPC) in a reverse merger transaction on November 24, 2020. Under the terms of the transaction, VPCL will undertake a consolidation of its share capital on a 1-for-50 basis. Post completion of the transaction, Health House shareholders will hold approximately 120 million shares in the resulting issuer representing 76.2% stake. In a related transaction, VPCL will undertake a public offering of 10 million shares at an issue price of not less than AUD 0.20 per share to raise AUD 2 million. Post completion of the transaction, the resulting issuer will be named as Health House International Limited. On completion of the transaction, Health House Director Mike Rann will join the VPCL Board, and current Director Leanne Graham will retire. Health House Executive Chairman (and current VPCL Director) David Wheeler will have Chief Executive Officer responsibilities.

The transaction is subject to VPCL's shareholder approval, consummation of the due diligence investigation, conditional approval by ASX to reinstate VPCL's shares, VPC undertaking the Public Offer to raise at least AUD 2.5 million and successful completion of the transaction through private treaty with Health House, obtaining all necessary regulatory approvals. The shareholder meeting will be held on January 15, 2021. As of December 30, 2020, the annual general meeting of VPCL shareholders is expected to be held in the week ending January 29, 2021 and ASX's conditional approval is expected to be granted in the week ending February 19, 2021. As of January 29, 2021, the shareholders approved all the necessary resolutions for the transaction. Settlement date of the transaction will be February 12, 2021. As of December 30, 2020, the transaction is expected to close during the period from February 12, 2021 to the week ending February 26, 2021. As of January 21, 2021, the transaction is expected to close on February 19, 2021. As of March 17, 2021, the transaction will be completed on March 19, 2021.

Merchant Group Pty Ltd acted as financial advisor for Health House. CPS Capital Group Pty. Ltd. acted as the financial advisor for VPCL. Fabio Pannuti acted as corporate advisor for Health House. Hill Dickinson LLP and Krista Bates and Marc De Ronchi of Lavan Legal acted as legal advisor to VPCL. Peter Gray of Moore Australia Corporate Finance (WA) Pty Ltd acted as fairness opinion provider to VPCL's board. Link Market Services Limited acted as information agent for VPCL. Memery Crystal LLP acted as a legal advisor to Health House. Link Market Services Limited acted as a registrar to VPCL. VPCL will pay a corporate advisory fee of AUD 5,000 per month for the 12-month period to CPS following successful completion of the transaction and issue 1.2 million VPCL shares as introduction fees. VPCL will issue 2.3 million VPCL shares to Merchant group and Fabio as introduction and facilitation fees in respect of the transaction. VPCL will pay a fee of approximately AUD 20,000 plus GST to Moore. Blackwall Legal LLP acted as a legal advisor to VPCL and receive a fee of AUD 120,000.

Health House Holdings Limited completed the acquisition of VPCL Limited (ASX:VPC) in a reverse merger transaction on March 19, 2021. Health House International Limited will be the new name of public company with symbol HHI.