CHLL Chill Brands Group Plc

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

10 June 2024

Chill Brands Group plc

("Chill Brands" or the "Company")

Directorate change
and

Company update

Further to the announcement of 4 June 2024, the board of directors of Chill Brands (the "Board") today provides an update on the position of the Company following initial investigations carried out by the newly appointed Board.

Directorate Change

The Board also announces that it received a notification on 7 June 2024 from Eric Schrader that he is stepping down from his role as a Non-Executive Director and will leave the Board with immediate effect. Mr Schrader's work as an independent contractor to the Company will also cease on 30 June 2024.  The Board has commenced a search for an additional independent Non-Executive Director and expects to appoint one prior to this year's Annual General Meeting, which is expected to be held in September 2024.

Company Update

Following its formation on 4 June 2024, the new Board commenced a review of the Chill Brands' operations so that the Company is able to issue a trading update to the market. The initial findings of this review are as follows:

·    Following the receipt of the notice requisitioning a general meeting of the Company's shareholders to vote on certain changes to the Board (the "GM") and the subsequent suspension by the Board of Callum Sommerton as the Company's Chief Executive Officer, Antonio Russo (Chief Commercial Officer) and Trevor Taylor (Chief Operating Officer) exercised executive management control over the Company and its subsidiaries (together, the "Group") until the conclusion of the GM on 4 June 2024.

·    Antonio Russo and Trevor Taylor failed to recommend to the Board any candidates to appoint an Interim Chief Executive Officer despite repeated requests from the Non-Executive Directors at the time.

·    Throughout May 2024, Mr Taylor and Mr Russo took preparatory steps to transfer the registration of the Chill.com domain (the "Domain") from the Company to themselves. They did not have Board authorisation to do so. These activities appear to have culminated in the transfer of the domain's registration to an account seemingly held and operated by Antonio Russo. The transfer of the Domain registration completed on 31 May 2024, without Board authority or knowledge.

·    At a Board meeting held on the evening (UK time) of 3 June 2024 (the day before the GM), a resolution was proposed by Trevor Taylor for the transfer of the Domain and certain of the Company's trademarks to Chill North America, LLC ("CNA"), an entity controlled by Antonio Russo. An associated leaseback of their use to Chill Brands was also proposed. No final documents in executable form were presented to the Board and a vote of approval was forced through, despite the objections of the Company's sole independent Non-Executive Director. No disclosure was made at the Board meeting that the Domain had been transferred already from the Company to an entity controlled by Antonio Russo. The Company has initiated actions to recover the ownership of the Domain.

·    There is currently no interruption to the business carried out by Chill Brands on the Domain.

·    The suspension of the Company's shares on 3 June 2024 was because the Company was unable to provide the market with an update on its trading. The Board, based on the initial findings of its review, now believes that any announcement or trading update issued by Chill Brands prior to the suspension of trading in the Company's shares would have had to disclose the transfer of the Company's major asset to an account controlled by Antonio Russo.

·    The Board has also discovered that, on 3 June 2024, payments totalling almost $400k were made from the bank account of the Group's US subsidiary to Antonio Russo and Trevor Taylor's personal US bank accounts. These payments were not approved by the Board and were not notified to the Board at their meeting held on the day. The Company's Board is seeking a proper explanation from Trevor Taylor and Antonio Russo for these payments, and the recovery of these funds through all legal means available.

·    The Board is examining the involvement of certain advisers appointed by Mr Russo and Mr Taylor in facilitating the actions outlined above. The Board will take appropriate action in relation to any misfeasance.

As a result of the initial findings of the investigation, the Board cannot yet provide a full trading and financial update and will not seek a restoration of trading of the Company's ordinary shares until it is in a position to provide such an update. The Board is also working to provide an update regarding a number of commercial arrangements that the Company has entered into connected to its UK vape business, to the satisfaction of the investigation announced by the Company on 3 and 4 of June 2024.

Harry Chathli, Non-Executive Chairman of Chill Brands, said: We are totally shocked by the extent of destructive behaviour and actions of Mr Taylor and Mr Russo. It is evident that they have not acted in good faith and their actions have been motivated by self-interest rather than for the benefit of the Company or its shareholders. The Company has commenced an investigation to uncover if any professional advisers or persons had assisted them in their actions to defraud the business. Shareholders can be assured that the current Board will work unceasingly to ensure restoration of trading of shares and seek to regain the positive momentum achieved in the year to 31 March 2024.

We will provide a further update to shareholders in the near future as matters progress."

-ENDS-

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an international consumer packaged goods company focused on the development, marketing and distribution of wellness and recreational products. The Company's proprietary nicotine-free vapour products cater to the rapidly growing market for tobacco alternatives and are distributed by some of leading retail stores in the US and UK. Chill Brands also operates the chill.com e-commerce website, on which it is building a marketplace of products from third-party brands.

Publication on website

A copy of this announcement is also available on the Group's website at http://www.chillbrandsgroup.com

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