THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

3 June 2026

VENTURE LIFE GROUP PLC

("Venture Life", "VLG" or the "Group")

Acquisition of FemiClear and CUROXEN

Venture Life (AIM: VLG), a recognised leader in proactive longevity, health innovation and global commercialisation within the consumer healthcare sector, is pleased to announce the acquisition of FemiClear, and CUROXEN (together with FemiClear, the "Brands"), from OrganiCare Nature's Sciences, LLC ("OrganiCare") for a total consideration of up to $28.0 million (the "Acquisition").

Background to the Brands

Founded in 2016 and based in Austin, Texas, OrganiCare focuses on providing natural, clinically effective alternatives to synthetic pharmaceuticals, with its patented technologies being central to both Brands.  

·      FemiClear, addresses a range of common gynaecological conditions, including bacterial vaginosis, genital herpes, thrush and urinary tract infections, while also supporting broader vaginal health.

·      CUROXEN, provides infection prevention solutions for wounds and mouth sores.

The Brands have built a strong presence in the US, with distribution across major retailers, pharmacies and online channels, including Walmart, Walgreens, CVS and Target, and have delivered a net revenue CAGR of 22.5% over the last two financial years, with FemiClear representing approximately 98% of the financial performance.

For the 12-month period ended 31 March 2026 (the "Period"), the Brands generated combined net revenues¹ of approximately $12.1 million, an increase of 29.1% over the 12-month period ended 31 March 2025 (the "Prior Period"). In the Period, the Brands also generated gross profit of $7.5 million (Prior Period: $5.7 million) and contribution² of $3.6 million (Prior Period: $2.8 million).

This growth has been delivered through significant confirmed new gains in distribution over the last twelve months, including the launch in Target and range expansion in other retailers, resulting in particularly strong performance in the final quarter of the Period which delivered 39.7% net revenue improvement over the equivalent quarter in the Prior Period. The Acquisition is expected to have a working capital impact equating to c.13% of its last twelve months net revenues, reflecting the investment support behind the Brands.

Strategic rationale

The Board considers the Acquisition to be perfectly aligned with the Group's strategy and significantly strengthens Venture Life's position within Women's Intimate Health by:

·      Establishing immediate scale and presence in the US market,

·      Expanding access into additional gynaecological treatment categories,

·      Complementing the Group's existing Balance Activ brand with significant adjacencies,

·      Providing a meaningful and compelling entry into a $0.7bn USA Feminine Treatment retail opportunity³.

The Brands have continued to maintain strong trading momentum, with significant further growth coming from confirmed new listings that are confirmed to launch throughout 2026, including the launch in Target and range expansion in other retailers.

The Board therefore expects to unlock meaningful synergies at both a revenue and operating level, including:

·      Leveraging extensive distribution relationships to accelerate growth of the other VLG brands in the US;

·      Cross utilisation of expertise and product development capabilities; and

·      Efficiency gains across operations and technology  

It is anticipated that these benefits will materialise progressively from calendar year 2027 onwards.

Integration and transition

As part of the Acquisition, five employees and one contractor from across the key commercial and operational functions will join Venture Life to lead the commercial growth of the Brands and support the entry of other Venture Life brands into the USA. In addition, the CEO and co-founder of OrganiCare, Caroline Goodner, will continue to support the Brands and Venture Life for a transitionary period as a consultant.

On completion, Venture Life will enter into a manufacturing agreement for an initial term of 18 months whereby OrganiCare will continue to provide manufacturing services to the Brands to facilitate the transition to a longer-term third-party contract manufacturing organisation, with this initial term extendable as required until successful production transfer has been achieved. In addition, as part of the Acquisition, Venture Life and OrganiCare will enter into a transitional services agreement ("TSA") to ensure a smooth operational transition.

Acquisition terms

On 2 June 2026, the Company entered into a sales and purchase agreement ("SPA") with OrganiCare to acquire the assets associated with the FemiClear and CUROXEN brands. This includes all intellectual property developed by OrganiCare including, but not limited to, all of the trademarks plus the patents relating to manufacturing.

Pursuant to the terms of the SPA, the total consideration payable by the Company to OrganiCare will be up to $28.0 million, with the price including finished goods inventories and adjusted for an average level of net working capital.

The total consideration comprises:

·      an initial consideration of $23.0 million, payable in cash on completion of the Acquisition;

·      up to $4.0 million of deferred consideration payable in cash, contingent upon the Brands achieving expected trading results for the 12-month period ending 31 December 2026; and

·      up to an additional $1.0 million of deferred consideration payable in cash, contingent upon the Brands significantly outperforming expected trading results for the 12-month period ending 31 December 2026.

All consideration payable pursuant to the Acquisition will be funded from the Company's existing cash resources. The total consideration payable equates to 1.9x of net revenue expected to be generated for the 12-month period ending 31 December 2026 and 6.1x of contribution for the same period.

Jerry Randall, CEO of Venture Life Group plc commented: "I am delighted to announce the successful completion of the acquisition of the FemiClear and Curoxen brands. The Brands are highly complementary to VLG's current women's intimate health portfolio, are margin enhancing to the Group, and hold a strong and rapidly growing market position in the US. The Brands are currently in strong growth with significant confirmed new listings landing through the course of Q2 to Q4 2026, which will fully impact in 2027. I must compliment the co-founder, Caroline Goodner, for the tremendous brands and business she and her team have built, and I am delighted that Caroline will continue to support the Brands and VLG through the transitionary period with her extensive expertise and knowledge.

The Acquisition brings relationships with key strategic US retailers, a valuable IP set, and a high calibre team that have been instrumental in the success of the brands to date, providing an essential, scalable platform for growth in the US market and women's intimate health category. We expect to leverage this scalable platform to drive meaningful synergies through launching and growing existing VLG brands in the US and through cross pollination of expertise and intellectual property within our women's intimate health portfolio. This is an excellent use of some of the funds we secured through the divestments made during 2025, and we still retain meaningful firepower for further such deals."     

Caroline Goodner, co-founder of OrganiCare commented: "We are thrilled to be joining forces with Venture Life Group. They share our commitment to advancing women's health and recognize the strength of the FemiClear and CUROXEN brands. FemiClear was created to bring better efficacy through innovative science to common, recurring women's health concerns such as bacterial vaginosis, yeast infections, and UTIs, and we believe this transaction will expand these trusted solutions to a broader audience. With VLG's greater scale, resources, and other feminine health assets, we are excited for the opportunity to accelerate growth, expand their U.S. footprint, and continue improving women's lives."

The person responsible for the release of this announcement on behalf of VLG is Daniel Wells, Chief Financial Officer.

Notes:

1.     Net revenue defined as gross revenue less discounts, rebates and other deductions for damages / returns

2.     Contribution defined as net revenue less cost of goods sold, adjusted for the established manufacturing supply agreement between Venture Life and OrganiCare, and distribution, advertising and promotion expenses

3.     US feminine treatment retail extended all outlet combined (xAOC) sourced from Nielsen IQ

For further information, please contact:

About Venture Life (www.venture-life.com)

Venture Life is a consumer self-care company focused on the specific market opportunity of Proactive Healthy Longevity. The company has a core portfolio, its Power Brands, of high growth, high margin products that promote and support consumer's goals of maintaining health and longevity. The Power Brands include Balance Activ in women's intimate healthcare, Earol® supporting ENT care, Lift and Glucogel product ranges for energy and glucose management and hypoglycaemia, and the Health and Her product range supporting the hormonal lifecycle.

These products, which are typically recommended by pharmacists or healthcare practitioners, are available primarily through health & beauty stores, pharmacies, grocery multiples and e-commerce channels. Venture Life has direct distribution in the UK, Ireland and the USA, supplying produces directly to retailer partners. Outside of these territories Venture Life uses international distribution partners to sell its products.