30 May 2023  

Woodbois Limited  

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

Notice of General Meeting and Posting of Circular

Woodbois, the Africa-focused forestry, timber trading and afforestation company, announces that a circular containing a notice convening a General Meeting to be held at the Company's registered office at Dixcart House, Sir William Place, St Peter Port, Guernsey, GY1 1GX, at 11.00 a.m. on 16 June 2023, has been posted to the Company's shareholders.

Background to and reasons for the General Meeting

On 19 April 2023 the Company announced that it had unexpectedly received notice of termination of a fully drawn c$6.0m bank facility, which bank had also offset c$3.1m of the Company's cash in part repayment of the facility (the "Termination"). Since that time the Board has been pursuing a number of options to resolve this situation and secure the future of the Company.

Discussions with a number of parties are progressing which may include raising funds through the issuance of shares and/or reducing or rescheduling other debts of the Group. Whilst there can be no certainty that these discussions will have a positive conclusion, the Directors are convening the General Meeting at this time so that the Company has the flexibility to issue ordinary shares quickly if agreement is reached on the terms of an equity issue. The Company does not currently have the authority to issue shares.

As a result of the Termination, the Company's share price has fallen below its nominal value of 1p. As the Company's Articles of Association prohibit the issuance of shares at a discount to nominal value, there is a need to re-designate the nominal value.

 The General Meeting

The General Meeting is for the purpose of proposing and voting on resolutions to reduce the nominal value of the ordinary shares, but which will not change the number of ordinary shares in issue, as well as for the renewal and widening of the waiver of pre-emption rights to enable the Company to meet the exceptional circumstances as set out above (together the "Resolutions").

The Directors consider that the Resolutions are in the best interests of shareholders and that it is vitally important to secure the future of the Company that the Company has the flexibility provided by the Resolutions. The Directors therefore unanimously recommend that Shareholders vote in favour of the Resolutions.

Expected Timetable

An electronic copy of the circular, which contains further information on the resolutions, will shortly be available on the Company's website at www.woodbois.com, in accordance with AIM Rule 20.

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