Appointment of nominated adviser and other matters

The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation

11 November 2024

WOODBOIS LIMITED

("Woodbois" or the "Company")

Appointment of Nominated Adviser

Restoration of the Company's shares to trading on AIM

Two Independent Non-Executive Directors join the Board

Gabon Operational Update

Total voting rights

Appointment of Allenby Capital as Nominated Adviser

The Company is pleased to announce the appointment of Allenby Capital Limited as the Company's Nominated Adviser with effect from today. Following the appointment of Allenby Capital Limited as its new Nominated Adviser, trading in the Company's ordinary shares on AIM, a market of the London Stock Exchange, is expected to be restored with effect from 7.30am today.

New Independent Non-Executive Directors

The Company is also pleased to welcome Paul Shackleton and Clive Roberts as new independent Non-Executive Directors. Both bring a wealth of capital markets and regulatory experience that will assist the Board to deliver shareholder value. The new Independent Directors' initial focus will be on Corporate Governance and engagement with stakeholders, allowing the Executives to concentrate on restarting the core business in Gabon and to develop carbon credit income in the medium term.

Paul Shackleton is an experienced London based corporate finance adviser who, since 1996, has specialised in both domestic and international AIM traded companies, including advising companies in the role of a Nominated Adviser.  He brings a wealth of knowledge and experience, particularly in transactions, fund raising, Corporate Governance and Regulation. He is currently a Non-Executive Director of Rurelec Plc and GCM Resources PLC.

Clive Roberts, with over four decades of experience in the financial sector, has developed a robust background in stock market trading, portfolio management, and corporate advisory. Beginning his career as a Stock Market Dealer at De Zoete and Bevan, he honed his trading skills and built a solid foundation in market operations. He then joined ABN AMRO Hoare Govett, where he spent over two decades, advancing from Trader to a Board Member in the Equity Division. His tenure there was marked by significant contributions to trading strategies and equity management. Subsequently, he became a Partner at Exane, leveraging his expertise to drive business growth. Since 2010, he has successfully managed his own investment portfolio and provided strategic advisory services to numerous private companies, demonstrating his enduring commitment and versatility in the financial industry.

It is anticipated that a further non-executive appointment will be made in due course which will allow the separation of the CEO and Chairman roles and better balance the board in terms of non-executives versus executives in accordance with the QCA code.

Update on Gabon Operations

Emmanuel Henriquet has been appointed as the Director General of Woodbois Gabon SA. Emmanuel is a French national and brings over 30 years of experience, with extensive expertise in forestry activities. He also has enviable experience in multi-country financial management, government relations, strategic development and in restructurings across sub-Saharan Africa. He will be invaluable as we strengthen our presence and commitment in Gabon whilst ramping up production and sales. 

Our ongoing restructuring efforts are progressing as planned. We have now achieved further cost reductions and have optimised our workforce for our planned near-term activity. New flexible employment contracts have been put in place with workers which are cost-effective and give the Company the ability to be able to adapt quickly as operational needs arise.

A new shipment process of our existing pre-sold stock is underway. This paves the way for a radical uplift in production and future exports of our high-quality veneer and sawn timber on the sales terms intended to enhance cash flow and reduce counter-party risk.

Funding

The Company confirms the receipt of the £484,400 before expenses from the placing set out in the Company's announcement on 18 October 2024. These proceeds will also be used to ramp up production to 50 containers per month.

Total voting rights

The total number of ordinary shares in issue is 4,722,988,873 ordinary shares, which comprises 4,118,850,726 voting ordinary shares, 19,138,147 treasury shares and 585,000,000 non-voting ordinary shares. Therefore, the total number of voting rights in the Company is 4,118,850,726 which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Guido Theuns, Executive Chair and CEO, said

"The Company regrets that trading in its shares was suspended, and accordingly we are pleased that these appointments allow for the listing to continue, which the Directors recognize is extremely important to shareholders. We will provide further updates as we progress and we look forward to the 2024 AGM to be held in December, and for which we will publish a notice shortly. Our team are fully committed to driving returns for our shareholders through profitability, efficient operations, sustainable responsible forestry practices and value-adding growth."

The following information is disclosed pursuant to Rule 17 and Schedule Two (g) of the AIM Rules for Companies.

Paul Roger Anthony Shackleton, aged 55, holds, or has held in the past five years, the following directorships and/or partnerships:

Current directorships and/or partnerships:

·    GCM Resources Plc

·    Rurelec Plc

Clive Charles Herbert Roberts, aged 61, holds, or has held in the past five years, the following directorships and/or partnerships:

Current directorships and/or partnerships:

·    Kibo Energy Plc (Ireland)

·    Laserpod Ltd

·    CCH Roberts Trading Limited

·    West Wales Rivers Trust

Past directorships and/or partnerships within the last five years:

·    Finsac LLP (LLP designated member)

·    Afonydd Cymru Cyfyngedig

Mr. Roberts holds 30,300,000 ordinary shares in the Company.

Guido Theuns was a director of GBC Suisse AG from September 2021 to February 2022. GBC Suisse AG entered into liquidation in September 2022.

There are no further disclosures required under Schedule 2(g) of the AIM Rules for Companies.

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