RGD.L Regulatory News (RGD)

Real Good Food plc

("RGF" or "the Group")

Loan Note Waiver

Real Good Food plc, (AIM: RGD) the diversified food business announces that further to the disposal of Brighter Foods Limited, as announced on 22 April 2021 and completing on 11 May 2021 (the "Disposal"), each of NB. Ingredients Limited ("Napier Brown"), Omnicane International Investors Limited ("Omnicane"), and certain funds managed by Downing LLP ("Downing") (together the "Major Shareholders") have each agreed to contribute £180,000 towards the costs incurred by the Group in relation to the Disposal.

The total contribution of £540,000 is by way of a waiver of certain of the outstanding loan notes held by each of the Major Shareholders (the "Loan Note Waivers") reducing the amount of loan notes outstanding to £22.0 million. This waiver has been agreed with respect of certain costs related to the Disposal. The £540,000 attributable to waiver is split between c.£350,000 of capital, £100,000 relating to certain management compensation with the remainder being in respect of interest and redemption premium.

As Napier Brown and Omnicane are substantial shareholders of the Company and Judith MacKenzie, a director of the Company, is also a Partner of Downing, each of the Loan Note Waivers are deemed to be related party transactions pursuant to the AIM Rules for Companies. Maribeth Keeling, Mike Holt, and Gail Lumsden, the Independent Directors of the Company for this purpose, having consulted with the Company's Nominated Adviser, finnCap Ltd, consider the terms of the Loan Note Waivers to be fair and reasonable insofar as the Company's shareholders are concerned.