Disposal of non-core shareholding in Mindflair plc

Tooru, the AIM listed company focused on the branded health and wellness sector, announces that it has agreed to sell its entire shareholding of 42,979,737 shares in Mindflair plc ("Mindflair") to the Company's CEO, Scott Livingston, at a price of 0.45 pence per share, compared to the current mid-market price of 0.43 pence and, the price as at 31 December 2025, of 0.6 pence. The disposal at 0.45 pence per share would represent a total consideration of £193,409. As this shareholding is a non-core asset, the Board considers that the funds released would be better deployed in the development of the Company's key operating businesses. Mr Livingston has also agreed with Mindflair not to dispose of these Mindflair shares for at least the next 12 months.

Given that Mr Livingston is a director of, and a substantial shareholder in, the Company, the sale of the shareholding in Mindflair held by the Company to Mr Livingston is a Related Party Transaction ("Transaction") pursuant to Rule 13 of the AIM Rules.

Mr Nicholas Lee is considered not to be independent of the Transaction due to his role as a director of Mindflair and, accordingly, he has been recused from the formal consideration of the Transaction by the Board.

The Directors of the Company who are independent of the Transaction, namely Stephen Argent, Philip Haydn-Slater and Alexander Phillips, having consulted with the Company's nominated adviser, Beaumont Cornish, consider the terms of the Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.