Mendell Helium Plc (AQSE:MDH) has agreed to sell its legacy plant-based health and wellness business, Voyager, to Orsus Therapeutics.
A paper deal will see Mendell retain a shareholding of around 28% in Orsus, with the potential for additional upside based on revenue performance targets.
Orsus will take over three wholly owned subsidiaries of Mendell - VoyagerCann Limited, Ampora Health Limited, and Voyager Life Limited.
It receives 9 million new Orsus shares, notionally priced at 5p each, plus 6 million share warrants to potentially increase the firm’s holding further.
The deal follows the relaunch and repositioning of the company, to focus on helium assets in North America.
"We are delighted to announce the conditional disposal of our plant-based health & wellness business with Orsus,” Mendell chief executive Nick Tulloch said in a statement.
“Voyager is four years old and, in that time, has established three brands within the UK's CBD market and, most importantly through VoyagerCann, a reputation for high-quality manufacture of white label and third party products.
“We have several high profile and substantial customers which we believe will grow their product range over the coming months and years.”
Tulloch added: "A key attraction of the combination with Orsus is that we are working with people we know and who have particular expertise in the health & wellness market.
“Orsus has already put in place plans to invest in and expand the business and, through the terms of the disposal, our shareholders stand to benefit from the enlarged operations.
“In time we aim to transfer the shares and warrants we receive in Orsus to our shareholders thereby giving them interests in both our potential new helium operations as well as our enlarged health & wellness business."
Orsus chair Dr Adi Zuloff-Shani, meanwhile, commented: “The acquisition of Mendell Helium's plant-based health and wellness business not only enhances Orsus' portfolio but also positions us to establish a world-class facility in Perth, Scotland as our base to serve brands globally.
“By merging the Voyager team with ours, we will leverage our joint expertise and comprehensive understanding of market trends to provide turnkey solutions for global health and wellness brands across various categories.”