Revised non-binding proposal from Genesis Capital

Pacific Smiles Group Limited (ASX: $PSQ) has received a revised non-binding proposal from Genesis Capital Manager I Pty Ltd (Genesis Capital) to acquire all of its shares for $1.75 in cash per share. This proposal also includes the potential for Pacific Smiles shareholders to roll their shares into unlisted equity. Genesis Capital had previously acquired an economic interest in 31.75 million Pacific Smiles shares, representing 19.90% of the issued capital. The Board has granted Genesis Capital the opportunity to conduct further due diligence on a non-exclusive basis to enable it to put forward a binding proposal, subject to a confidentiality and standstill agreement. The Board's current intention is to recommend that shareholders vote in favor of the proposed transaction on the basis of the cash offer price, subject to an independent expert's conclusion that the proposed transaction is in the best interests of Pacific Smiles shareholders.

Executive Commentary on Revised Proposal

The Board of Pacific Smiles Group acknowledges the receipt of the revised non-binding proposal from Genesis Capital. The Board has agreed to grant Genesis Capital the opportunity to conduct further due diligence to enable it to put forward a binding proposal. We believe that the revised proposal reflects the value of Pacific Smiles and are committed to working with Genesis Capital to understand and develop the potential option for shareholders to roll their shares into unlisted equity. The Board will continue to keep shareholders and the market informed in accordance with its continuous disclosure obligations.

Summary of Revised Proposal

Pacific Smiles Group Limited (ASX: $PSQ) has received a revised non-binding proposal from Genesis Capital Manager I Pty Ltd to acquire all of its shares for $1.75 in cash per share. The proposal also includes the potential for shareholders to roll their shares into unlisted equity. The Board's current intention is to recommend that shareholders vote in favor of the proposed transaction on the basis of the cash offer price, subject to an independent expert's conclusion that the proposed transaction is in the best interests of Pacific Smiles shareholders. The Board will continue to keep shareholders and the market informed in accordance with its continuous disclosure obligations. Shareholders do not need to take any action at this time in response to the Revised Indicative Proposal.