Chill Brands Regulatory News (CHLL)

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, AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF UK MAR.

30 November 2023

Chill Brands Group plc

("Chill Brands" or the "Company")

Publication of UK Prospectus

Chill Brands, the consumer packaged-goods distribution company, is pleased to announce that it has received approval from the UK Financial Conduct Authority ("FCA") for publication of a UK prospectus document (the "Prospectus").

The intention to publish the Prospectus was originally announced on 26 April 2022.

The Prospectus can be viewed here: http://www.rns-pdf.londonstockexchange.com/rns/2588V_1-2023-11-30.pdf

The Prospectus is also being filed at the National Storage Mechanism and is available for download on the Company's website:

https://chillbrandsgroup.com/investor-relations/corporate-documents/

The Prospectus, which includes full details of the Company's activities and planned near-term development, has been produced to enable the issue and admission of a total of 154,675,220 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") to the standard segment of the FCA Official List and to trading on the London Stock Exchange's ("LSE") Main Market for listed securities ("Admission"), resulting from the conversion of loan notes whose issue had been announced on 26 April 2022 and 17 June 2022. The Prospectus also includes details of the potential admission of up to a further 19,750,574 Ordinary Shares to the standard segment of the FCA Official List and to trading on the LSE's Main Market for listed securities resulting from the exercise of warrants.

Applications for Admission have been made to both the FCA and LSE and the issue and Admission of 154,675,220 Ordinary Shares is expected to take place at 0800 on 5 December 2023.

Total Voting Rights

On Admission, the issued share capital of the Company will comprise 442,290,525 Ordinary Shares with one voting right per Ordinary Share. The Company does not hold any Ordinary Shares in treasury. The total number of Ordinary Shares and voting rights in the Company on Admission is therefore 442,290,525.

This figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Payment of Interest on Convertible Loan Notes

The Company has processed the interest accrued on the Convertible Loan Notes (which, as set out above, are being converted into Ordinary Shares) for the period from 1 June to 30 September 2023. Payments are expected to be made this week. A further balancing payment for interest accrued from 1 October 2023 to the date of conversion will be made during December 2023.

Due to an oversight, the Company failed to pay interest accrued up to 30 September 2023 on that date contrary to the terms of the Convertible Loan Notes. Arrangements have been made, as set out above, for the outstanding interest plus default interest to be paid to the holders of the Convertible Loan Notes.

-ENDS-

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is concerned with the development, marketing and distribution of wellness and recreational products containing natural, functional ingredients. The Company's proprietary product range is distributed by some of the most recognisable convenience retail outlets in the US and UK includes nicotine-free disposable vapour products that cater to the rapidly growing market for tobacco alternatives. Chill Brands also operates the chill.com e-commerce website, on which it is building a marketplace of products from third-party brands.

Publication on website

A copy of this announcement is also available on the Group's website at https://chillbrandsgroup.com/.

Media enquiries: