Woodbois Regulatory News (WBI)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

27 March 2019

Woodbois Limited

("Woodbois", the "Group" or the "Company")

(AIM: WBI)

Equity Raise and Group Restructuring Update

Woodbois Limited (AIM: WBI), the African focused forestry and timber trading company, is pleased to announce a set of agreements including a Deed of Amendment with Envision Consulting (T) Limited ("Envision"), a further investment from Lombard Odier Asset Management Group ("Lombard Odier") of £960,000 (~US$1.27m) to successfully complete the acquisition of the subsidiary Montara Continental Limited and a commitment from Africa Resource Investment Limited ("ARI") to invest a total cash consideration of US$5,000,000 into the Group's ITF note.

Paul Dolan, CEO, commented "I'm delighted to announce the conclusion of these agreements, marking yet another significant milestone in the comprehensive re-structuring of the group organisation. With a streamlined structure, a much-strengthened balance sheet and the ability to focus squarely on core activities in which we not only intend to compete profitably, but to excel, I am confident that the Group will deliver growth in 2019 and consistently into the next decade."

Disposal of Agricultural Assets in Tanzania

The Company has signed a Deed of Amendment relating to the disposal of the Tanzania agricultural business.

Under the terms of the share purchase agreement with Envision, a deposit of US$250,000 was due and payable by 30 January and the completion payment of US$2,250,000 was due and payable by 30 March 2019. Woodbois has now signed a Deed of Amendment with Envision, under which it has been agreed that only the shares in the capital of Magole Land Limited ("MLL") will be sold to Envision and the business and business assets of Magole Agriculture Limited ("MAL"), Milama Processing Company Limited ("MPCL") and Wami Agriculture Co. Limited ("WACL") will be transferred to Envision. The Purchase price will be adjusted to US$2,015,097.62 and Envision agree to take on the intercompany loan owed by MLL to MAL of US$484,902.38. The aggregate amount payable therefore remains as US$2,500,000 and this will now be paid to the Company in twelve quarterly instalments. The first instalment will be US$250,000 and is payable on Tuesday 30 April 2019. The 11 subsequent payments shall be equal instalments of US$204,545 each, the first of which is payable on Tuesday 30 July 2019.

As Envision currently owns 10% or more of two of the Company's subsidiaries (WACL and MLL), the Deed of Amendment constitutes a related party transaction in accordance with AIM Rule 13. The Group's Directors, having consulted with the Company's nominated adviser, consider the terms of the Tanzanian Disposal Deed of Amendment to be fair and reasonable insofar as the Shareholders are concerned.

Institutional Investment by Lombard Odier

The Company is pleased to announce that it has raised an additional £960,000 (~US$1.27m), with no expenses, by entering into a subscription agreement with existing institutional investor Lombard Odier.

The proceeds of the raise are to be allocated towards the deferred consideration of US$2,500,000 due to Africa Resource Investment Ltd ("ARI") as per the announcement of 10 January, for the acquisition of a shareholding in subsidiary Montara Continental Limited to take its holding to 100%.

The balance of US$1.23m will be settled from the company's cash position. The initial consideration of US$2,500,000 was settled within the 14 business day payment terms. The deferred consideration of US$2,500,000 was due to be settled with 10 business days of the completion of the sale of the Tanzania subsidiaries with a long stop date of 10 April 2019 which will be met. ARI have confirmed their commitment to invest the total cash consideration of $5,000,000 into the Group's ITF note.

Details of the Subscription

Pursuant to the Subscription, Woodbois will issue 16,000,000 ordinary shares of £0.01 each in the Company ("Ordinary Shares") to Lombard Odier at an issue price of 6 pence per Ordinary Share (the "Subscription Shares").

Application will be made for the Subscription Shares, which will rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). Admission is currently expected to occur at 8.00 a.m. on or around 1 April 2019.

Following Admission, Lombard Odier will hold 116,400,000 Ordinary Shares in Woodbois, representing 25.01% of the Group's enlarged issued share capital with voting rights.

The subscription constitutes a related party transaction in accordance with AIM Rule 13. The Group's Directors, having consulted with the Company's nominated adviser, consider the terms of the subscription to be fair and reasonable insofar as the shareholders are concerned.

Total Voting Rights

Following Admission of the Subscription Shares, the Company will have a total of 465,451,931 Ordinary Shares in issue with voting rights. The Company currently holds 99,378 Ordinary Shares in Treasury and the figure of 465,352,553 Ordinary Shares may therefore be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.