Silverwood Brands - Statement re. Loan facility with Castelnau Group

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.

DATE: 12 December 2022

Silverwood Brands plc

("Silverwood" or the "Company")

Loan Facility with Castelnau Group Limited ("Castelnau")

The Company is pleased to announce an additional debt fundraising amounting to £1.5 million from Castelnau Group Limited further to the facility announced on 13 October 2022.

Castelnau Loan Facility

Pursuant to an agreement entered into on 12 December 2022, between the Company and 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"), Castelnau has agreed to provide the Company with an unsecured loan facility of approximately £1.5 million ("Loan").

The Loan is to be applied towards general working capital requirements of the Company and is repayable on the first anniversary of draw down with an annual interest rate of 15% accruing daily. The Loan becomes immediately repayable in the event that Mr Andrew Gerrie is no longer a director of Silverwood.  The Loan includes provisions for usual events of default at which time Castelnau may by notice declare the Loan and all accrued interest is immediately due and payable.  In addition, the Loan contains 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. The Conversion Period is subject to extension in limited circumstances as set out in the Loan Agreement, to the extent that Castelnau has not exercised its conversion rights prior the expiry of the Conversion Period. Further, the Company also has a right from 1 June 2023 (Long Stop Date) to, within 10 business days, elect and give notice to convert any or all of the outstanding loan and accrued interest to ordinary shares at the Conversion Price.

Related Party Transaction

Due to Andrew Gerrie being a non-executive director of Phoenix Asset Management Partners, 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 facility are fair and reasonable insofar as the shareholders of the Company are concerned.

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