Eevia is subject to a possible reverse takeover

Eevia Health Plc (”Eevia" or "The Company") received a proposal for a reverse takeover (RTO) from Stemtech Corporation[1] (“Stemtech”), a US company, on November 10. The proposal suggests that Eevia buy the US company's assets (“Stemtech Assets”) and issue new shares to the US company, providing that Stemtech will own c. 85% of the new outstanding shares after such a transaction. Stemtech recently announced its pending merger with Seacret Direct LLC, DBA VIÁGO ("Viago"), and the Stemtech Assets include the assets of Viago and Stemtech.

Stemtech's valuation would be approximately 40 MUSD, and the remaining 15% of the shares would value Eevia at approximately 6-7 MUSD. The final valuation, number of shares to be issued, and issue price are subject to negotiation and the due diligence process of both companies.

Today, Eevia signed a Letter of Intent to undertake due diligence and present the option to resolve such a transaction for a reversed takeover (RTO) and merger for Eevia's shareholders. Eevia will call an Extraordinary General Meeting as soon as possible.

Eevia received a proposal on November 10, 2024, for a Reverse TakeOver (RTO) from Stemtech Corporation, a US company; the RTO would take place through a non-cash share issue in Eevia against purchasing the Stemtech Assets, which comprises all assets in the combined US company Stemtech and Seacret/Viago.

Stemtech is a Nutritional Supplement and Direct Sales company in Florida, registered in Nevada as Stemtech Corporation (EIN: 87-2151440). Stemtech recently announced its pending merger with Seacret Direct LLC, DBA VIÁGO (“Viago”). Stemtech, together with VIÁGO, had revenues of approximately 22 MUSD in 2023 and an EBITDA of approximately - 2,9 MUSD. During the same period, Stemtech and its business had 70 employees and operated in 47 countries combined in the Americas, Asia, Africa, and the EU.

The business rationale presented by Stemtech for the suggested transaction is that Stemtech and VIÁGO have identified Eevias' production facility as very valuable for the production of their current product range, including (but not limited to) stem cell nutrition products for both humans and pets, cosmetic products, and other nutritional products under VIÁGO brands.

VIÁGO is a Lifestyle, Travel, and Leisure Membership company offering their markets vacation packages, events, attractions, health and beauty products, and other benefits. Stemtech and VIÁGO will work with Eevia to develop new customers for Eevia products through their existing manufacturing partners and new Research and Development, including Eevia products, to expand revenue for manufacturing. The new entity may add other distribution models. VIÁGO has existing businesses in the EU, which they may support from Eevia, and there are plans for Stemtech to reopen their EU business.

Stemtech considers that the combined entities with access to the Eevias factory and the combined salesforce from Stemtech and VIÁGO will increase revenue multiple times compared to Eevias' current total revenue. The proposal suggests that the new entity will likely reach profitability in the coming 12 - 24 months.

The new Board in Eevia Health, elected in a shareholder meeting on November 4, has only preliminarily handled the request. The proposal suggests merger negotiations will take place during the next two weeks. Eevia has today accepted and signed a Letter of Intent from Stemtech to undertake Due Diligence for a Transaction and present the option for Eevia’s shareholders in an Extraordinary General Meeting.

The final decision will be made after the customary due diligence process is completed. The Board intends to make notice for an Extraordinary General Meeting of the shareholders (EGM) within a few days and present the merger agreement to the shareholders in this meeting. The EGM would then need to resolve any and all necessary decisions, including the issuance of shares.

The transaction would significantly change Eevias's operations, so a new listing process will be required. This means that Spotlight must approve the merged company for continued listing. For this reason, the merged company will publish an information memorandum. If the listing review is not approved, there is a risk that Eevia’s shares may be delisted.

For further information, please contact:

Stein Ulve, CEO, Eevia Health Plc                          

Email: stein.ulve@eeviahealth.com  or  investor@eeviahealth.com                     

Telephone: +358 400 22 5967                         

This disclosure contains information that EEVIA HEALTH PLC must make public according to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication through the contact person's agency on December 2, 2024, at 07:15 EST.

INFORMATION ABOUT EEVIA HEALTH PLC

Eevia Health Plc, founded in March 2017, addresses significant health problems with bioactive compounds extracted from plant materials. The materials are primarily wild harvested from the pristine Finnish and Swedish forests near or above the Arctic Circle. The extracts are sold B2B as ingredients to dietary supplements and food brands globally, and these global brands utilize the ingredients in their consumer product formulas.

Eevia Health is a manufacturer of 100% organically certified plant extracts. Although a significant product, Elderberry extract, is made from cultivated berries, most of Eevia's other raw materials, such as Bilberry, lingonberry, Chaga mushroom, and pine bark, are wild-harvested sustainably.

Eevia Health operates a modern green-chemistry production facility in Finland. Manufacturing natural ingredients near the raw material harvest areas, Eevia offers a short value chain with an environmentally friendly carbon footprint, competitive pricing, and extreme transparency. In June 2021, Eevia listed its shares on the Spotlight Stock Market in Sweden under the short name (ticker) EEVIA.

To learn more, please visit  www.eeviahealth.com or follow Eevia Health on LinkedIn@EeviaHealth.