Chill Brands Regulatory News (CHLL)

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"), AS AMENDED BY REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION FOR THE PURPOSES OF UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 26 April 2022

Chill Brands Group plc

("Chill Brands" or the "Company")

Company Raises £3.5m

Notice of General Meeting

Fundraising

(Tuesday, UK, April 26, 2022) Chill Brands, the international consumer packaged goods company, is pleased to announce that it has conditionally raised £3,500,000 (before expenses) from new and existing investors including the Company's existing largest shareholder, the Schrader family, and Dame Ann Gloag, DBE (the "Fundraising").

The Fundraising consists of two parts. The first part is by means of a Subscription for 29,166,699 new ordinary shares of 1 pence each ("Ordinary Shares") at a price of 2 pence per Ordinary Share, for a total amount of £583,334 (the "New Shares"). For the second part, the Company has issued convertible loan notes with an aggregate value of £2,916,670 (the "Loan Notes"). The Fundraising has been arranged by Optiva Securities Limited ("Optiva") with both existing and new shareholders, with all subscribers taking a pro-rata number of New Shares and Loan Notes.

The Fundraising is conditional on the passing of the resolutions to be proposed at the General Meeting described below, and Admission as defined below.

The Company remains in a growth phase and revenues do not currently support operational expenditure, as a result of which the Company has historically raised funds on a periodic basis. Subject to shareholder approval, the funds raised will provide sufficient working capital for the current financial year, enabling the Company to continue its operations while expanding its sales and marketing activities. This will include establishing programmes that will enable the Company to sell its products directly to retailers, investment in sales support programmes with a view to improving sell-through rates, and settlement of the outstanding balance owed in respect of purchasing the Chill.com web domain.

Callum Sommerton, Chief Executive Officer, said: "Despite challenging market conditions, we are pleased to have raised the necessary working capital for the Company to progress its operations during this financial year. It is the belief of the Board of Directors that this fundraising activity is in the best interests of the Company and all Chill Brands shareholders.

Recognising and learning from the mistakes of the past, we look forward to a future in which Chill Brands markets its products to a wider audience, executes a direct-to-retail sales plan, and further commercialises its landmark domain name. The funding secured from this round will enable us to pursue those goals and I encourage all shareholders to vote in favour of the resolutions proposed at our upcoming General Meeting." 

Notice of General Meeting

The Fundraising is conditional on the passing of the resolutions at a General Meeting of the Company to be held at 10:00 am GMT on 12 May 2022 (the "Meeting"). The Meeting will be held at the offices of the Company's financial advisor, Allenby Capital, 5 St Helen's Place, London EC3A 6AB. Shareholders will be asked to authorise Chill Brands' Directors to allot shares or grant rights to subscribe for or convert securities into shares beyond their existing authorities, and to disapply any statutory pre-emption rights in respect of that allotment or grant of rights.

A copy of the circular and notice of general meeting which is being posted to the Company's shareholders today can be viewed at http://www.rns-pdf.londonstockexchange.com/rns/4224J_1-2022-4-26.pdf, as well as on the Company's website (the "Circular"). Any shareholder who is unable to attend in person but wishes to follow the proceedings of the Meeting digitally should send an email to contact@chillbrandsgroup.com, however voting at the Meeting will only be through in-person attendance or by completing the proxy voting instructions included in the Circular and on the proxy form.

The directors of the Company have unanimously recommended shareholders to vote in favour of the resolutions at the Meeting and have given irrevocable undertakings to vote in favour in respect of their shareholdings representing in aggregate approximately 17.71 per cent of the Company's current issued ordinary share capital.

Admission and Total Voting Rights

The New Shares will be issued, and applications will be made for the New Shares to be admitted to trading on the Main Market of the London Stock Exchange and to listing in the Standard Segment of the FCA Official List ("Admission"). It is expected that the issue will take place, Admission will become effective and that dealings in the New Shares on the Main Market of the London Stock Exchange will commence on or around 13 May 2022, subject to approval of the resolutions at the Meeting.

On Admission, the Company will have 241,336,733 Ordinary Shares in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares and voting rights will be 241,336,733 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. As announced on 21 April 2022, the Company anticipates a further 500,000 Ordinary Shares will be admitted to trading on the Main Market of the London Stock Exchange and to listing in the Standard Segment of the FCA Official List on or around 19 May 2022, at which point the Company will have total voting rights of 241,836,733 Ordinary Shares.

Loan Notes and Warrants

The Loan Notes have been issued on a pro-rata basis to subscribers for the New Shares. The Loan Notes are convertible into Ordinary Shares at 2 pence per Ordinary Share (the "Conversion Shares"). Full details of the Loan Notes can be found in the Circular. Subject to the passing of the resolutions at the Meeting, the Company will commence preparation of a prospectus which is required to be published for the Conversion Shares be admitted to trading on the Main Market of the London Stock Exchange and listing in the Standard Segment of the FCA Official List (the "Prospectus"). The conversion of the Loan Notes will be automatic on the publication of the Prospectus or any change of regulation resulting in publication of the Prospectus not being required.

The Company has agreed to issue to Optiva or as it directs a total of 19,750,574 warrants to subscribe for new Ordinary Shares (the "Warrants"). The exercise of the Warrants will be subject to the publication of the Prospectus. Full details of the Warrants can be found in the Circular. The key terms are as follows:

· 10,000,000 warrants, exercisable until the third anniversary of the date of their issue at a price of 10 pence per Ordinary Share;

· 400,000 warrants, exercisable until the third anniversary of the date of their issue at a price of 5 pence per Ordinary Share; and

· 9,350,574 warrants, exercisable until the date which is 18 months after the date of publication of the Prospectus at a price of 2 pence per Ordinary Share.

-ENDS-

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an international company focused on the development, production, and distribution of best-in-class hemp-derived CBD products, tobacco alternatives and other consumer packaged goods (CPG) products. The Company operates primarily in the US, where its products are distributed online and via some of the nation's most recognizable convenience retail outlets. The Group's strategy is anchored around lifestyle marketing that is designed to enhance the popularity of its products, channelling visitors to its landmark chill.com website.

Publication on website

A copy of this announcement is also available on the Company's website at http://www.chillbrandsgroup.com

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