THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Silverwood Brands plc

("Silverwood" or the "Company")

Castelnau Group Limited Conversion of Outstanding Loan ("Castelnau")

Pursuant to the announcement on 12 December 2022 concerning the loan facility with Castelnau Group Limited, Silverwood Brands is pleased to announce that Castelnau has exercised its right to convert the entire £1.5 million loan together with accrued interest into 2,284,637 Ordinary Shares at a conversion price of 70p.  

Background to Castelnau Loan Facility

As announced on 12 December 2022, Castelnau the closed-ended investment company trading on the Specialist Fund Segment of the London Stock Exchange and managed by Phoenix Asset Management Partners ("PAMP"), entered into an agreement on 12 December 2022 with the Company to provide an unsecured loan facility of approximately £1.5 million ("Loan").

The Loan was applied towards general working capital requirements of the Company and contained provisions allowing for Castelnau, prior to midnight on 31 May 2023 (Conversion Period), to give notice to convert any or all of the outstanding Loan and accrued interest into ordinary shares at the conversion price (being the lower of 70p or the Market Price, as defined in the Loan, per share) (Conversion Price), subject to the conditions of the Loan.

Admission of shares

Application has been made for the 2,284,637 Ordinary Shares to be admitted to trading on AQSE and dealings are expected to commence on or around 5 June 2023. Following Admission of the new Ordinary Shares, the enlarged Share Capital will be 260,712,809 Ordinary Shares, each with voting rights.

Related Party Transaction

Due to Andrew Gerrie being a non-executive director of Phoenix Asset Management Partners and a substantial shareholder in the Company, the transaction is deemed to be a related party transaction pursuant to AQSE Access Rule 4.6 of the AQSE Rules for Companies. The Company's directors (excluding Andrew Gerrie, who is indirectly interested in this transaction) having exercised reasonable care, skill and diligence, consider that the terms of the Loan Conversion are fair and reasonable insofar as the shareholders of the Company are concerned.

Paul Hodgins, Executive Director of Silverwood Brands, stated:

"We are tremendously pleased that Castelnau have converted their full loan and accrued interest, demonstrating their strong belief in the Company and its growth potential. The Silverwood team will build on this support to grow the Company's portfolio of brands and importantly realise value for all of the Company's shareholders.".      

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