Admission to AIM and First Day of Dealings

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Wellnex Life Limited

"Wellnex Life" or the "Company"

Admission to trading on AIM and First Day of Dealings

Wellnex Life Limited (AIM: WNX | ASX: WNX), an innovative brand and distribution company focused on consumer health and wellness products, is pleased to announce the admission of its ordinary shares of no par value ("Ordinary Shares") to trading on AIM, a market operated by the London Stock Exchange plc ("Admission").

Admission will take place and dealings in the Ordinary Shares will commence at 8.00 am (London time) today, 21 March 2025 under the ticker "WNX" and ISIN AU0000162281. The Ordinary Shares are currently admitted to trading on the ASX and will continue to trade on the ASX under the ticket "WNX".

In conjunction with Admission, the Company has also completed a successful capital raising of approximately £5.22m (A$10.68m) (before expenses) through a placing of new Ordinary Shares with certain institutional and other investors through a UK and Australian placing.

The Company's AIM Admission Document is available in the link below (all capitalised terms within this announcement have the same meaning as those defined in the Admission Document):

https://wellnexlife.investorportal.com.au/wp-content/uploads/2025/03/WNX_AIM_Admission-Document_Mar2025.pdf

Transaction Highlights

· £5.22m (A$10.68m) raised (before expenses) via the placing of a total of 16,429,627 Ordinary Shares ("Placing Shares") at a placing price of £0.3175 (A$0.65) (the "Issue Price") which comprised a:

- UK Placing of 10,417,317 Ordinary Shares

- Australian Placing of 6,012,310 Ordinary Shares

· The Placing Shares represent approx. 24.8% of the issued share capital on Admission

· Enlarged Share Capital on Admission of 66,233,933 Ordinary Shares 

· £21.0m (A$43.1m) market capitalisation on Admission, at the Issue Price

· UK institutional shareholders, Premier Miton Group and Pentwater Capital Management, have participated in the UK Placing and will each own 4.76% of the Company's issued share capital at Admission

Strand Hanson Limited acted as the Company's Nominated and Financial Adviser, with S.P. Angel Corporate Finance LLP and Orana Corporate LLP acting as the Company's UK Joint Brokers. Barclay Pearce Capital Management Pty Limited and Reach Markets Pty Ltd acted as the Company's Co-Lead Managers in Australia.

Reasons for Admission

AIM Admission forms a key part of the Company's strategy to continue to bring to market innovative products, increase distribution with a particular focus on international markets and take further advantage of the Company's strong supply agreements with Haleon and others. In addition, the Directors believe that the profile and status of the Company will be enhanced by Admission.

Use of Funds

The net proceeds of the Placing, estimated to be £4.49m (A$9.20m), together with the £1.07m (A$2.19m) proceeds of the Company's recently completed rights offer in Australia, are being used to finance the repayment of the deferred consideration in respect of the Company's acquisition of Pain Away, for the repayment of outstanding balance of Convertible Notes, being the balance of the Convertible Notes due following the application of A$2.19m of the Convertible Notes in subscription for Ordinary Shares at the Issue Price, and for working capital purposes to drive international expansion.

Debt Elimination

The Company has now settled in full the deferred consideration due to the Pain Away vendors, including both the balance of the A$6.25m deferred consideration (being A$5.25m) and the A$0.2m residual management fee, and is issuing 403,225 new Ordinary Shares to the Pain Away vendors in final settlement of the Company's obligations. The security charge in favour of the Pain Away vendors has consequently been released.

Furthermore, following the issue at Admission of the CLN Shares and repayment of the remaining Convertible Notes, expected shortly, the Company will have eliminated over A$13m of debt, allowing the Group to move forward with a significantly improved balance sheet. The elimination of this debt results in annualised cost savings of c. A$1.4 million.

WRAP Retail Offer

On 19 March 2025, the Company launched a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £0.3 million (A$614,100) (before expenses) (the "WRAP Retail Offer") through the issue of new Ordinary Shares.

Under the WRAP Retail Offer, up to 945,000 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at the Issue Price.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors should contact [email protected].

The WRAP Retail Offer is expected to close at 12.00 noon (UK time) on 26 March 2025. Eligible retail investors should note that financial intermediaries may have earlier closing times.

About Wellnex Life (https://wellnexlife.com.au)

Wellnex Life is an Australian incorporated company based in Melbourne, and is in the business of developing, licensing, marketing and distributing consumer healthcare and pharmaceutical products, available in leading retailers and wholesalers across Australia, including Coles, Woolworths, Chemist Warehouse, Sigma and Symbion. One of the Company's brands ('Mr Bright') is also available in the UK through retailers Superdrug and TK Maxx.

The Company was admitted to the official list of the Australian Stock Exchange ("ASX") under the name Wattle Health Australia Limited (ASX:WHA) on 14 March 2017. On 1 June 2021, the Company changed its name to Wellnex Life Limited (ASX:WNX).

Brands and Products

The Group's business is focused on bringing innovative brands and products to the growing consumer healthcare market and its brands are sold in all major pharmacy and grocery retailers in Australia. This has led to the Group establishing strong relationships with Australia's largest pharmacy retailer, Chemist Warehouse, and one of the world's largest consumer healthcare companies, Haleon plc (LSE:HLN) ("Haleon"). The Group procures the manufacturing of products for distribution by third parties, including Haleon (formerly part of the GlaxoSmithKline group), and Australia's largest generic OTC medicine company, Arrotex Pharmaceuticals Pty Limited ("Arrotex").

All the Group's products (except for 'Mr Bright' products which are outside the regulatory framework in Australia) are regulated by the Therapeutic Goods Administration ("TGA") in Australia. The TGA is Australia's government authority responsible for evaluating, assessing and monitoring products that are defined as therapeutic goods.

The Group's current product and brand portfolio is as follows:

The Board on Admission will comprise of three Executive Directors and five Non-Executive Directors:

Executive Directors

· George Karafotias, Chief Executive Officer and Joint Managing Director

George is a specialist in restructuring, reinventing and implementing turnaround strategies for various ASX-listed companies with great success. His extensive experience includes an established track record with publicly-traded businesses, predominantly in senior executive positions.

· Zack Bozinovski, Joint Managing Director

Zack is a highly successful and seasoned executive in the Australian retail industry with over 35 years' experience within fast-moving consumer goods and pharmaceutical companies in Australia and internationally. Zack previously held senior positions at Uncle Tobys/Goodman Fielder, PepsiCo and Sigma and successfully developed and established many brands in the Australian retail sector.

· Vivienne Zhang, Chief Financial Officer

Vivienne is a CPA qualified accountant, with over 12 years' experience in senior financial management, primarily in FMCG. Vivienne's previous role was with SABCO Australia as financial controller, where she was responsible for overseeing the financial management of an A$100 million revenue company.

Non-Executive Directors

· George Tambassis, Non-Executive Chair (Independent)

George is the current Pharmacy Guild of Australia President (Victorian Branch) and served as a director of the Pharmacy Guild of Australia (Victorian Branch) for 15 years. George has extensive board and executive experience in corporate strategy, business operations, finance and risk management, particularly in the health, logistics, pharmacy finance, insurance and aged care sectors.

· Andrew Vidler, Non-Executive Director (Independent)

Andrew has comprehensive experience across retail, consumer health and retail pharmacy. Andrew is currently the CEO of the assistive technologies business, Country Care Group, a large Australian private business which manufactures, sells, and retails to customers seeking mobility and independent living solutions across Australia.

· Eric Jiang, Non-Executive Director (Independent)

Eric brings a distinctive understanding of the culture, economic and strategic context in which Australian businesses engage with China. Eric has previously sat on the boards of ASX listed corporates Connexion Media (ASX:CXZ), Perpetual Resources Limited (ASX:PEC) and Wingara AG Limited (ASX:WNR).

· Jeffrey Yeh, Non-Executive Director

Jeffrey is an experienced entrepreneur with over 21 years' experience in all aspects of pharmaceutical sales, marketing, production, quality assurance, operations, logistics, finance and management. Jeffrey co-founded Homart Group Pty Ltd ("Homart") in 2002, and since then has grown Homart into a premier and award-winning manufacturing and brand business with over 200 employees and an international presence.

· Ruari McGirr, Non-Executive Director

Ruari is a qualified chartered accountant and a former approved Qualified Executive under the AIM Rules for Nominated Advisers. He has been an adviser to both quoted companies on the London financial markets and private companies for over 30 years, working at a number of financial advisory firms, including Arden Partners Plc and WH Ireland Limited's Capital Markets Division

Zack Bozinovski, Joint Managing Director, commented: "We are delighted with the support we've received from both Australian and UK investors to provide us with the funding needed to eliminate costly debt, and provide us with the balance sheet strength to expand our existing business organically and launch our products into the European market. We have an opportunity to capitalise on a growing consumer healthcare market and are well positioned to grow globally, as already evidenced by our recent launch of products in the UK under our supply agreement with Haleon.

"In our latest trading update for January and February 2025 we recorded an 89% year-on-year growth across both own Brand sales and IP licensing revenues. We expect that our UK IPO, and support from UK investors, along with the support from our Australian investors, provides us with a strong foundation for further growth and geographic expansion."

Enquiries:

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company.

This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Canada, Japan or the Republic of South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The ordinary shares in the capital of the Company ("Ordinary Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, delivered or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. There will be no public offer of the securities in the United States. Neither the US Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of this announcement or the securities discussed herein. Any representation to the contrary is a criminal offence in the United States.

Strand Hanson Limited ("Strand Hanson") is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company as Nominated and Financial Adviser to the Company in connection with the UK Placing and Admission described in this announcement and will not be acting for any other person (including any recipient of this announcement) or otherwise be responsible to any other person for providing the protections afforded to clients of Strand Hanson or for advising any other person in respect of the UK Placing and Admission or any transaction, matter or arrangement referred to in this announcement. Such persons should seek their own independent legal, investment and tax advice as they see fit.

Strand Hanson's Nominated Adviser's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange plc ("London Stock Exchange") and are not owed to the Company or to any Director or to any other person in respect of his/her decision to acquire Ordinary Shares in the Company in reliance on any part of this announcement or the Admission Document.

Each of SP Angel Corporate Finance LLP ("SP Angel"), Orana Corporate LLP ("Orana") is authorised and regulated in the United Kingdom by the FCA and is acting only for the Company in connection with the UK Placing and Admission described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to their clients or advice any other person in relation to the matters contained herein.

Each of Barclay Pearce Capital Management Pty Limited and Barclay Pearce Capital Investment Pty Limited (together "Barclay Pearce") and Reach Markets Pty Ltd (ABN 36 145 312 232), which is a Corporate Authorised Representative (No. 431191) of Reach Financial Group Pty Ltd (ABN 17 090 611 680; AFSL No. 333297) ("Reach"), each of which is authorised under the Corporations Act and regulated in Australia by the Australian Securities and Investments Commission, is acting only for the Company in connection with the Australian Placing and Admission described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to their clients or advice any other person in relation to the matters contained herein.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law or regulation, neither the Company, Strand Hanson, SP Angel, Orana, Barclay Pearce nor Reach nor their respective affiliates assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. No undue reliance should be placed on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

Acquiring Ordinary Shares may expose an investor to a significant risk of losing all of the amount invested. The value of Ordinary Shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Ordinary Shares. Persons considering purchasing the Ordinary Shares should consult an authorised person specialising in advising on such investments.

Neither this announcement nor the Admission Document have been approved by the FCA or London Stock Exchange, nor is it intended that this announcement or the Admission Document will be so approved.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.