Replacement Completion, AIM Admission, AIM Rule 26

THE FOLLOWING ANNOUNCEMENT REPLACES THE ANNOUNCEMENT WITH RNS NUMBER 4891K "COMPLETION, AIM ADMISSION, AIM RULE 26 AND TVR" PUBLISHED TODAY AT 07.00 IN WHICH THE COMPANY WEBSITE ADDRESS WAS INCORRECTLY GIVEN AS www.tooru.com. THE CORRECT WEBSITE ADDRESS IS www.tooruplc.com.   ALL OTHER INFORMATION REMAINS THE SAME.

29 May 2025

Tooru plc

("Tooru" or the "Company")

Completion of the Acquisition, Admission to AIM, AIM Rule 26 and TVR

Tooru, a company focused on the health and wellness sector, is pleased to announce that the Acquisition of the operating businesses of S-Ventures will complete when dealings in the Company's Enlarged Issued Share Capital commence at 8.00 a.m. today ("Admission") under the ticker "TOO" and the Company's ISIN is GB00BKKD0862.

The Admission Document setting out details of the Acquisition was published on 8 May 2025 and is available on the Company's website www.tooruplc.com where the AIM Rule 26 information on the Company is also available.

Key highlights

·    Tooru is focused on the health and wellness sector and owns a number of operating businesses comprising:

-      Juvela (established circa 25 years ago) which operates a gluten free bakery business with a factory in South Wales and is strong in the pharmacy sector where it is the clear market leader. It has also recently launched a range of new innovative "free from" products which are now already listed with a number of major UK supermarket chains under a new brand identity alongside Juvela.

-      Pulsin protein and fibre nutritional products and We Love Purely currently operate in the healthy snacking market with a number of sweet and savoury products designed to give consumers healthy alternative options to mainstream snacks such as crisps and confectionery.  Pulsin has a 20-year history and was one of the first wellness bars in the market.

-      Market Rocket is a trusted digital partner agency for globally recognised Fortune 500 and market-disrupting brands alike. Customers include JCB, Calvin Klein and Tommy Hilfiger. Market Rocket also provides its services to other members of the group. Market Rocket is a member of Amazon's trusted Service Provider Network and is certified as an accredited partner with Meta and Google. We plan to grow this business in the enterprise space supporting small and up and coming brands.

·    The Company is led by a highly experienced Board and management team with all the skills necessary to build and develop an exciting business

·    For the 6 months to 30 June 2024, the operating businesses generated net revenues of £7.2 million with a positive EBITDA of £0.8 million

·    The wellness sector is an attractive sector with significant scope for growth and an ever-changing landscape of opportunity

·    Given the Company's portfolio of established businesses, the Board believes that, going forward, it is well positioned to grow both organically and by acquisition

Scott Livingston, CEO of Tooru, said:

"We are delighted to announce Tooru's successful admission to the London Stock Exchange's AIM market.

We have a great portfolio of wellness brands alongside an innovative technology company to complement the portfolio. We firmly believe that this stable of brands has significant potential for growth. The AIM quotation represents an important milestone to support continued development through access to capital and will help us to fully execute our vision and drive profitability.  We plan to accelerate growth and scale organically and through complementary acquisitions in what is a fragmented market with significant opportunities.

With the considerable experience of our Board and management team, we strongly believe that we are well placed to generate value for shareholders.  We very much look forward to updating the market on our future progress."

Total Voting Rights

On Admission, the Company's issued ordinary share capital will consist of 1,678,346,930 Ordinary Shares of 0.01 pence each, with voting rights. The Company does not hold any shares in Treasury.

Therefore, the total number of voting rights is 1,678,346,930 and this figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Admission Document.