Chill Brands Regulatory News (CHLL)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN, INTO OR FROM WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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.

 31 May 2022

Chill Brands Group plc

("Chill Brands" or the "Company")

Open Offer to Raise up to approx. £0.5m

Chill Brands, the international consumer packaged goods company, is pleased to announce an open offer to its shareholders (the "Open Offer"), as originally proposed in the announcement of 9 May 2022.

The Open Offer is being made available to holders of ordinary shares of 1 pence each ("Ordinary Shares") on the basis of one Open Offer unit for every 60 existing Ordinary Shares at a price of 12 pence per unit (the "Open Offer Units"). Each Open Offer Unit consists of one new Ordinary Share ("Open Offer Share") and five unsecured convertible loan notes with a principal amount of £0.02 each ("Open Offer Loan Notes").

The Open Offer Loan Notes, the terms of which are the same as the Loan Notes issued under the Fundraising announced on 26 April 2022, are each convertible into Ordinary Shares at 2 pence per Ordinary Share (the "Conversion Shares"), subject to the publication of the Prospectus whose preparation was announced on 26 April 2022 or a change in regulation resulting in such Prospectus not being required. The Open Offer Shares and Open Offer Loan Notes are being offered at the same price, 2 pence each, and in the same ratio, 1 Open Offer Share with 5 Open Offer Loan Notes, as under the Fundraising. Full details of the Open Offer, including the Open Offer Loan Notes, can be found in the Open Offer document (the "Document"), a copy of which is being posted to shareholders today and which will also be published on the Company's website.

Up to £483,673.92 (before expenses) will be raised through the Open Offer through the issue of up to 4,030,616 Open Offer Units. Qualifying Shareholders (details can be found in the Document) can also make an application for additional Open Offer Units but are only guaranteed their Basic Entitlement. There is no minimum take up required under the Open Offer. The funds raised will be used for general working capital purposes.

Key elements from the Document are extracted below.

Timetable

Update on New Ordinary Shares/PDMR Dealing

The 227 new Ordinary Shares whose issue was announced on 27 May 2022 will be admitted to trading on the Main Market of the London Stock Exchange and to listing in the Standard Segment of the Financial Conduct Authority ("FCA") Official List, with effect from 6 June 2022 ("Admission") due to 2 June 2022 being a bank holiday in the UK. The PDMR dealing information relating to the issue can be viewed below. Mr Taylor's total holding is now 6,950,227 Ordinary Shares, equivalent to 2.87% of the Ordinary Shares on Admission.

-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

Media enquiries:

Open Offer of up to 4,030,616 Open Offer Units at an Offer Price of 12 pence per Unit (each Unit comprising 1 Open Offer Share at an Offer Price of 2 pence per share and 5 Open Offer Loan Notes

at an Offer Price of 2 pence per loan note)

1. Introduction

The Company announced on 12 May 2022 that it had completed its fundraising of £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 consisted of two parts. The first part was by means of a subscription for 29,166,699 Ordinary Shares at a price of 2 pence per Ordinary Share, for a total amount of £583,334. For the second part, subscribers for Ordinary Shares also subscribed for Loan Notes with an aggregate value of £2,916,669.90. The Fundraising was arranged by Optiva Securities Limited, with all subscribers taking a pro-rata number of Ordinary Shares and Loan Notes.

The Fundraising was conditional on the passing of the resolutions proposed at the general meeting of the Company held on 12 May, which were duly passed and the Ordinary Shares subscribed under the Fundraising were admitted to listing on the Standard Segment of the Official List and to trading on the main market of the London Stock Exchange on 13 May 2022.

In addition, in response to the interest expressed by long-standing Shareholders the Company is now proposing to raise up to £483,673.92 (before expenses) through the issue by way of an Open Offer of up to 4,030,616 Open Offer Units, each comprising 1 Open Offer Share at an Offer Price of 2 pence per Share and 5 Open Offer Loan Notes at an Offer Price of 2 pence per Loan Note. The Offer Price of each Open Offer Unit is accordingly 12 pence. The Offer Price for an Open Offer Share of 2 pence each represents a discount of approximately 20 per cent. to the Closing Price of an Ordinary Share of 2.5 pence on 30 May 2022. Under the Open Offer, the Company intends to provide all Qualifying Shareholders (other than, subject to certain exceptions, Shareholders in a Restricted Jurisdiction and US persons) with the opportunity to apply for 1 Open Offer Unit for every 60 Existing Ordinary Shares held by them.

The total amount that the Company could raise under the Open Offer is £483,673.92 (before expenses), assuming all the Open Offer Entitlements are taken up in full.

This letter sets out in more detail the background to and reasons for the Open Offer and its terms.

2. Open Offer Loan Notes

The Open Offer Loan Notes will be constituted by a loan note instrument to be executed by the Company as a deed poll and issued as notes of 2 pence each, and will be converted compulsorily upon the publication by the Company of a prospectus ("Prospectus") prepared in accordance with the UK Prospectus Regulation and the Prospectus Rules which in accordance with the Listing Rules of the FCA will enable the Ordinary Shares issued on the conversion of the Open Offer Loan Notes to be admitted to listing on the Standard Segment of the Official List and to trading on the main market of the London Stock Exchange, provided that the Prospectus is approved and published by 31 May 2024. The Open Offer Loan Notes will also be converted compulsorily, if there is a change in regulation as a result of which the Ordinary Shares issued on the conversion of the Open Offer Loan Notes may be so admitted to listing and trading without the requirement to publish a prospectus. The Company will seek to publish the Prospectus during the current financial year of the Company, ending on 31 March 2023.

The Open Offer Loan Notes will have a maturity date of 31 May 2024, when their principal amount together with any accrued and unpaid interest will paid in full, if they have not been converted or repaid by that time. No interest will be payable on the Open Offer Loan Notes during the period from their date of issue until 31 May 2023 and, if they have not been converted by then, interest at a rate of 10 per cent. per annum will be payable on the outstanding principal amount of the Open Offer Loan Notes during the period commencing on 1 June 2023 until they are repaid or converted in full. A default rate of interest of an additional 5 per cent. per annum will be payable, if any amount payable under the terms of the Open Offer Loan Notes is not paid when due. The Company will be entitled to give notice to the holders of the repayment of the Open Offer Loan Notes at any time after 31 May 2023 up to their maturity date of 31 May 2024. The Open Offer Loan Notes will be unlisted, non-transferable, except with the prior written consent of the Company, and not admitted to CREST.

On conversion of the Open Offer Loan Notes application will be made to the FCA and the London Stock Exchange for the Ordinary Shares issued on conversion to be admitted to listing on the Standard Segment of the Official List and to trading on the main market of the London Stock Exchange. Those Ordinary Shares will, when issued, rank in full for all dividends and other distributions declared after their conversion date and otherwise pari passuwith the then existing Ordinary Shares.

The Open Offer Loan Notes will be subject to the same terms and conditions as the Existing Loan Notes, other than as to their date of issue, and will rank pari passu with them.

A copy of a draft of the loan note instrument that will be executed by the Company to create the Open Offer Loan Notes may be inspected at the registered office of the Company, East Castle House, 27/28 Eastcastle Street, London W1W 8DH, during usual business hours on any day (except Saturdays, Sundays and public holidays) and on the Company's website at www.chillbrandsgroup.com from the date of this Document until Admission.

3. Background to and reasons for the Open Offer and use of proceeds

As announced on 9 May 2022, the Directors are mindful of Shareholders who did not participate in the Fundraising and want to give them the opportunity to invest on economically equivalent terms. Consequently, the Company is making available to Qualifying Shareholders the ability to subscribe for new Ordinary Shares and new Loan Notes in accordance with the terms set out in this Document, and the Application Form.

The expenses of the Open Offer are £42,000 (inclusive of VAT). The maximum proceeds of the Open Offer, if all the Open Offer Units are applied for and taken up, will be £483,673.92, and so the maximum net proceeds, after deducting the expenses of £42,000 (inclusive of VAT), will be £441,673.92. The Company intends to use the net proceeds of the Open Offer to further expand its digital marketing programmes, including relationships with influencers and ambassadors. These activities will include instructing digital marketing professionals, graphic designers, and videographers to produce premium content for the Chill.com web portal. Funds may also be used to establish new promotional activities for the Company's products, while supporting the expansion of its range.

Further expenses will be incurred in preparing and publishing the Prospectus described in section 2 above, which cannot currently be quantified.

4. Details of the Fundraising and the Open Offer

As announced on 12 May 2022, the Company has successfully raised £3.5 million by means of a subscription of 29,166,699 Ordinary Shares at a price of 2 pence per Ordinary Share, for a total amount of

£583,334, and of Loan Notes with an aggregate value of £2,916,669.90.

Only Qualifying Shareholders will be able to participate in the Open Offer. The Open Offer is not underwritten. The Open Offer is not conditional upon the level of applications made to subscribe under the Open Offer or upon any minimum level of proceeds being raised. Accordingly, even if the Open Offer is not fully subscribed, Open Offer Shares and Open Offer Loan Notes will be issued to Qualifying Shareholders who have applied for Open Offer Units (subject to the terms and conditions set out in this Document and the Application Form). For the avoidance of doubt subscribers under the Fundraising will be entitled to participate in the Open Offer.

The Open Offer provides Qualifying Shareholders with the opportunity to subscribe for Open Offer Units at the Offer Price of 12 pence per Unit on the following basis:

each Qualifying Shareholder shall be entitled to apply for 1 Open Offer Unit (each Unit comprising 1 Open Offer Share and 5 Open Offer Loan Notes) for every 60 Existing Ordinary Shares

and so on in proportion for any other number of Existing Ordinary Shares then held.

Qualifying Shareholders may subscribe for less than their Basic Entitlements should they so wish. Fractions of Open Offer Shares and/or Open Offer Loan Notes will not be allotted or issued to Qualifying Shareholders in the Open Offer and, where necessary, entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares and Open Offer Loan Notes.

The Open Offer is subject to Admission becoming effective by 8.00 a.m. on 20 June 2022, (or such later time or date, not being later than 8.00 a.m. on 29 July 2022, as the Board may decide).

Excess Applications

Qualifying Shareholders are also being given the opportunity to apply for Excess Units at their Offer Price of 12 pence per Unit through the Excess Application Facility. Qualifying Shareholders may apply for Excess Units up to an amount equal to the total number of Open Offer Units available under the Open Offer less an amount equal to the relevant Qualifying Shareholder's Basic Entitlement to Open Offer Units. The total number of Open Offer Units is fixed and will not be increased in response to any applications under the Excess Application Facility. Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that the applications by Qualifying Shareholders will be met in full or in part or at all.

Qualifying Shareholders can apply for up to 4,030,616 Open Offer Units under the Open Offer.

The aggregate number of Ordinary Shares available for subscription pursuant to the Open Offer (including under the Excess Application Facility) is up to 4,030,616 Ordinary Shares.

The aggregate number of Loan Notes available for subscription pursuant to the Open Offer (including under the Excess Application Facility) is up to 20,153,080 Loan Notes.

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should also note that although the Open Offer Entitlements in respect of the Open Offer Units will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Units (and the Open Offer Shares and Open Offer Loan Notes comprising them) not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply for them under the Open Offer.

Admission, settlement and dealings

Application will be made for the Open Offer Shares to be admitted to listing on the Standard Segment of the Official List (under Chapter 14 of the Listing Rules) and to trading on the main market of the London Stock Exchange. The Open Offer Loan Notes will be unlisted, will not be admitted to CREST and will not be admitted to any stock exchange. It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 20 June 2022. Further information in respect of settlement and dealings in the Open Offer Shares is set out in Part II of this Document.

Overseas Shareholders

Information for Shareholders who have registered addresses outside the United Kingdom, or who are citizens, residents or nationals of jurisdictions other than the United Kingdom or who are US persons, appears in section 7 of Part II of this Document, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder or US Person, it is important that you read that part of this Document.

CREST Instructions

Application has been made for the Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST on 1 June 2022. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fidemarket claim raised by Euroclear's Claims Processing Unit.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part II of this Document and, in the case of Qualifying non-CREST Shareholders, in the Application Form.

5. Effect of the Open Offer

Upon Admission, and assuming full take up of the Open Offer Units, the Enlarged Share Capital is expected to be 245,867,576 Ordinary Shares (which number includes the Ordinary Shares issued under the Fundraising). On this basis, the Open Offer Shares will represent approximately 1.64 per cent. of the Enlarged Share Capital.

Upon their issue on the date of Admission, and assuming full take up of the Open Offer Units, the total number of Loan Notes in issue is expected to be 165,986,575 Loan Notes (which number includes the Loan Notes issued under the Fundraising). On this basis, the Open Offer Loan Notes will immediately following their issue represent approximately 12.14 per cent. of the total number of Loan Notes then in issue.

The Open Offer Shares will, when issued and fully paid, rank pari passuin all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

The Open Offer Loan Notes will, when issued and fully paid, rank pari passu in all respects with the Existing Loan Notes.

6. Action to be taken

The latest time for applications under the Open Offer to be received is 11.00 a.m. on 17 June 2022. The procedure for application and payment depends on whether, at the time at which application and payment are made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement.

If you are a Qualifying non-CREST Shareholder you will have received an Application Form which gives details of your Basic Entitlement under the Open Offer (as shown by the number of the Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Units under the Open Offer, you should complete the accompanying Application Form in accordance with the procedure for application set out in Part II of this Document and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 17 June 2022.

If you are a Qualifying CREST Shareholder, no Application Form is enclosed and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your Basic and Excess Entitlements under the Open Offer.

You should refer to the procedure for application set out in Part II of this Document. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 17 June 2022.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

7. Recommendation

The Board, taking into account the views expressed by Shareholders, considers that the Open Offer is in the best interests of the Company and its Shareholders as a whole. The Directors and their connected persons who are Qualifying Shareholders have confirmed that they do not intend to apply for Open Offer Units under the Open Offer so that their Open Offer Entitlements will be available for other Qualifying Shareholders.

DEFINITIONS