Vertua Limited (NSX:VER) Fiducia Disposal

Sydney, April 4, 2023 AEST (ABN Newswire) - The directors of Vertua Limited (NSX:VER) are pleased to advise that Vertua has entered into a share purchase agreement to dispose of 100% of the shares in Joe Public Holdings (ACN 164 946 712) (JPH) which is the holding company for the Fiducia property management business operated through a number of Vertua subsidiaries (collectively, Fiducia Group), for a total cash consideration of $1,080,000 (Divestment). Lily Bordeaux Pty Limited (ACN 126 275 250) as trustee for the Lily Bordeaux Trust (Lily Bordeaux) is purchasing 100% of the JPH shares pursuant to the Divestment.

Completion of the Divestment is subject to the following key conditions precedent:

- termination of Vertua service agreements; and

- Mr Benjamin Doyle resigning as director of Vertua.

In connection with and prior to the transaction, Vertua restructured several Fiducia Group related loans, in favour of the Vertua Group. Vertua will also advance funds to Fiducia Group Pty Ltd ACN 600 324 383 to be used to fund the working capital requirements of the Fiducia Group before Completion of the Divestment. These amounts are due to be repaid by 30 June 2023.

Vertua has provided customary warranties and indemnities in favour of Lily Bordeaux regarding the Fiducia Group's corporate structure and business and the sale shares.