WBI Woodbois Limited

2 April 2025

WOODBOIS LIMITED

("Woodbois" or the "Company")

Posting of Circular, Notice of General Meeting and Notice of Annual General Meeting

Further to the Company's announcement on 28 March 2025, Woodbois Limited (AIM:WBI),  the Africa-focused forestry, timber trading and afforestation company, announces that it is today posting a circular (containing a Notice of General Meeting and a Notice of Annual General Meeting) (the "Circular") and Forms of Proxy to Shareholders setting out further details regarding the proposed Subscription and the resolutions to be put to Shareholders at the General Meeting and the Company's Annual General Meeting.

The General Meeting is due to be held at the offices of Allenby Capital Limited at 5 St. Helen's Place, London, EC3A 6AB at 11:00 a.m. on 22 April 2025.

The Annual General Meeting is due to be held at the offices of Allenby Capital Limited at 5 St. Helen's Place, London, EC3A 6AB at 11:00 a.m. on 30 April 2025.

Extracts from the Circular are appended to this announcement. The Circular will shortly be available on the Company's website: https://www.woodbois.com/investors/.

Capitalised terms in this announcement have the meaning ascribed to them in the Definitions section of the Circular.

Enquiries:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

ISSUE STATISTICS

*excluding the potential issue of up to 1,300,000,000 Subscription Option Shares

LETTER FROM THE CHAIRMAN

1.           Introduction

The Company has conditionally raised gross proceeds of approximately £2.65 million (before expenses) via:

I.    a First Subscription of 1,645,000,000 Subscription Shares at the Issue Price; and

II.   a Second Subscription of 3,660,000,000 Subscription Shares at the Issue Price.

The Subscription will be carried out in two tranches. 1,645,000,000 First Subscription Shares will be allotted and issued utilising the Existing Shares Authorities and as a result of the exercise of the Repriced Warrants and 3,660,000,000 Second Subscription Shares will be allotted and issued conditional, inter alia, upon the passing of the General Meeting Resolutions at the General Meeting to be held at 11.00 a.m. on 22 April 2025.

Concurrent to the Subscription, the Company is also issuing:

I.  an aggregate of 358,000,000 Adviser Shares at the Issue Price to Akira GmBH and one of the Company's brokers in lieu of fees; and

II. 150,000,000 Director Shares to Clive Roberts.

Akira GmBH has also been granted 127,000,000 Warrants.

The two Subscription Options have also been granted on the same terms as the Subscription for the issue of:

I.        up to 1,300,000,000 Subscription Option Shares at the Issue Price; and

II.       650,000,000 warrants over new Ordinary Shares.

Assuming the Subscription Options are exercised in full, the aggregate proceeds from the Subscription and Subscription Options are expected to be £3.3 million.

The allotment and issue of the First Subscription Shares will not be conditional upon the passing of the General Meeting Resolutions or the allotment and issue of the Second Subscription Shares and Warrants.

The purpose of this document is, amongst other things, to explain the background to and reasons for the Subscription and to explain why the Directors believe that the Subscription will allow the survival and growth of the Company for the benefit of the Shareholders as a whole, and seek Shareholders' approval to the passing of the General Meeting Resolutions at the General Meeting.

This document also contains the Directors' recommendation that Shareholders vote in favour of the General Meeting Resolutions. Notice of the General Meeting, at which the Resolutions will be proposed, is set out at the end of this document.

A notice to convene the Company's Annual General Meeting is also set out at the end of this document, scheduled to be held at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB at 11.00 a.m. on 30 April 2025.

2.           Background to and reasons for the Subscription

As previously announced, the business experienced significant disruption during 2023 and 2024 as a result of both internal disputes and external factors. In 2024 the Company suffered from the resignation of a Chairman, two Chief Executives and two finance directors, latterly on Christmas Eve leaving the Company without an executive team. Since then it has begun to emerge that creditors were not being managed and the business has been in a state of near paralysis. In particular the Bank loan with Nykredit Bank A/S was in default and without resolution. The Company urgently needs an injection of further funding.

The Directors believe that the underlying business, which had paused production last summer, will generate cash once it has fully restarted. In the meantime the business will absorb working capital, with the main expenses being wages, logistics and fuel. Discussions with customers are underway to reschedule the order book; we believe that there is sufficient demand for sustainably sourced African hardwood to match our production as we scale up the business.

The Company's financial liquidity is extremely tight. In the event that the Subscription does not complete and alternative sources of finance cannot be found, the Company is likely to become insolvent. The Company does however hold stock which is being sold and the proceeds of the Subscription will allow the business to restart rapidly.

Legacy Issues

Audit 2024

 As a result of the disruption last year the Company is dealing with a backlog of issues which should have been resolved as a matter of routine. In particular preparatory work for the 2024 audit is behind schedule and some of the Company's accounting records are not up to date. This is now a focus for the Group and will be overseen by Cobus van der Merwe. A further update will be made once a publication date has been set.

Systems and Controls

The board has recently identified a weakness within the Company's financial systems and controls. The non-executive directors have investigated and concluded that, on the basis of evidence gathered, the Company has not suffered a material loss (or possibly no loss at all). Immediate improvements have been implemented, and the non-executive directors will monitor all business processes, including record keeping, closely as production restarts in order to ensure the highest standards of corporate governance are achieved.

Nykredit Bank A/S 

 Further to the Company's announcements of 10 and 17 January 2025, the Company has now agreed a repayment schedule for 2025 with Nykredit Bank A/S ("Nykredit" or the "Bank") which has terminated its loan facilities to the Company's subsidiary, Woodbois International ApS. The deadline for repayment of the facility has been postponed until the end of 2025 which will allow the Company to recover and be able to resolve the outstanding position at that time. The Directors believe that the repayments for 2025 can be funded by the Company through cash generation. Nykredit has reserved its position.

Strategy and direction

Initially the focus of the board is to stabilise the business and its financial condition. The net proceeds of the Subscription and from any exercise of the Subscription Options will be used in Gabon, allowing operations to return to normal levels of production and cash generation provided no unexpected legacy issues arise, which given the disruption of last year, cannot be ruled out.

Historically the business has had a complex and disparate structure. Woodbois will be simplified by closing operations in geographies other than London and Gabon. It is our intention to establish a new subsidiary office in Dubai which will have approximately six staff who will cover logistics, finance and Administration. The cost of operating in Dubai offers an advantage over Western Europe.

In the medium term the Company will review and expand its forestry concessions to ensure that they are as economic as possible. This will typically favour areas closer to the sawmill and veneer factory so as to reduce logistic drag.

Board appointments

Following the Company's recent appointments of Lucas Kanmé and Cobus van der Merwe to the Board, the Company intends to appoint, Emmanuel Henriquet, currently Director General of Woodbois Gabon SA., as Chief Operating Officer, subject to Regulatory approval. Emmanuel is a both French and Gabonese national with over 30 years of experience, with extensive expertise in natural resources and their transformation. He also has enviable experience in multi-country financial management, government relations, strategic development and in restructurings across sub-Saharan Africa. He joined the Company in November 2024 and has been invaluable in managing our Gabon operations during this difficult period.

Clive Roberts has changed role from non-executive director to interim non-executive Chairman and it is anticipated that this position will become permanent in due course.

Triaxis SA, a regulated Swiss asset manager which has indicated an interest in investing £1.35m has been introduced to this fundraising by Oliver Baumann and Sebastiaan Rijckaert both shareholders and supporters of the Company. Mark Edworthy, Lucas Kanmé and Jonna Cortez were also introduced and recommended by these parties and Triaxis has made it a condition of investment by it that Mark Edworthy and Jonna Cortez are appointed to the Board as Joint CEO (alongside Lucas Kanmé) and CFO respectively.  Mark Edworthy's initial focus will be on assisting with the stabilisation and turnaround activities, while Lucas Kanmé will be based in Gabon and focus on operations there. Going forward Mark will assist with strategy, restructuring existing and organising new financing facilities, commercial contracts and M&A opportunities.

The board expects to be able to confirm these appointments shortly, which are still under discussion and will be subject to Regulatory approval. Following these new appointments the Board structure will align with the QCA Corporate Governance code.

Akira GmBH, a Swiss company connected with Oliver Baumann, has been conditionally issued 254,000,000 Adviser Shares and 127,000,000 Warrants on the same terms as the Subscription as compensation for the introduction of Triaxis to the Subscription, subject to completion of such investment by Triaxis. Application has been made for the 254,000,000 Adviser Shares to be admitted to trading on AIM and it is expected that Second Admission will occur at 8.00 a.m. on 23 April 2025.

Mark Edworthy is the founder and CEO of Burrington Estates. Mark has over 30 years of experience in both building and advising companies. He started his career with 5 years at Mobil Oil as a project engineer before completing a full time MBA at Cranfield. Post MBA Mark joined Merrill Lynch as Vice President in asset management for five years. He then became Managing Director at General Capital Group a funding principal business. In 2008, he co-founded TheCurrencyCloud which went on to sell to Visa in 2021. In 2012, he founded Burrington Estates which has completed £500m of property developments in residential and light industrial new build and commercial refurbishment. He also completed a buy and build of JCW Energy Services from 2011 which sold in 2023. He has a small portfolio of private company investments on which he advises.

Jonna Cortez is a Certified Public Accountant (CPA) with a decade of experience in audit, accounting, and finance. Throughout her career, she has held key leadership positions, including Finance Manager at renowned organizations such as Knightsbridge Group, Tamouh Integrated Business Services, and Paul & Hassan Chartered Accountants-all based in Dubai, UAE. Jonna obtained her CPA certification from the Professional Regulation Commission in Manila, Philippines, in May 2015, and is an active member of the Philippines Institute of Certified Public Accountants. She also holds a Bachelor of Science in Accountancy.

Current Trading

Since the end of December 2024, Woodbois Gabon has shipped nine containers, with a further six loaded onto vessels recently. We currently have 15 containers in Libreville under export process documentation. In Mouila, there are 2,000 cubic metres of sawn wood in finished stock and in production.

122 cubic metres have been sold locally since January 2025. Several contracts with monthly recurrence have been agreed.

Since the middle of last month the Company has restarted the repatriation of cut wood logs from its forest. 300 cubic metres have been moved so far and a further 4,200 cubic metres remain which we expect to transfer to our premises before end of April 2025.

Use of Proceeds

The maximum gross proceeds of the Subscription and from the exercise of the Subscription Options are expected to be £3.3 million. The majority of this will be used for working capital, with a priority for the use of funds for operations in Gabon including for overdue maintenance, in order to achieve cash generation as rapidly as possible. We also expect to be able to begin to reduce overdue creditors both in and outside Gabon, and therefore together with internally generated cash, we anticipate being able to return to normal payment terms with our suppliers during the Summer. The Directors note and appreciate the patience of creditors.

Detail of the Subscription

Owing to the limited Existing Share Authorities available to issue new Ordinary Shares, the Subscription will be conducted in two tranches. In order to expedite the Subscription and maximise the number of shares to be issued in the first tranche, certain holders of the 1,200,000,000 1p warrants which were issued last year and expire in June 2025 have agreed to forfeit their holding. The Board resolved to amend these warrants to create the Repriced Warrants which provides additional headroom to issue shares pursuant to the First Subscription. Accordingly, the Subscription will be structured as follows:

·    a Subscription of 1,645,000,000 First Subscription Shares at the Issue Price to be issued pursuant to the Company's Existing Share Authorities to issue and allot equity securities on a non-pre-emptive basis and a result of the exercise of the Repriced Warrants; and

·    a conditional Subscription of 3,660,000,000 Second Subscription Shares at the Issue Price to be issued conditional on the passing of the General Meeting Resolutions at the General Meeting (as described further below).

Subscribers of First Subscription Shares will only be granted Warrants if the General Meeting Resolutions are approved by shareholders at the General Meeting.

In addition to the Subscription, Kaiser Investments LLC and Alcazar Investment LLC, both incorporated in Dubai, have each been granted a Subscription Option to acquire up to 650,000,000 Subscription Option Shares on the same terms as the Second Subscription. The Subscription Options will lapse five business days after the General Meeting unless a prior exercise notice and cleared funds have been received by the Company. If exercised Kaiser Investments LLC and Alcazar Investment LLC have agreed not to sell their Subscription Option Shares for 90 days after their Admission.

Subscribers of Subscription Shares and/or subscribers pursuant to the Subscription Option will receive one transferable Warrant for every two new Ordinary Share subscribed for, subject to shareholder approval. Each Warrant will be exercisable for a period of 24 months at a strike price of 0.125p. The warrants which are transferable will not be listed.

The First Subscription is conditional upon, amongst other things, First Admission. The First Subscription is not conditional on the passing of the General Meeting Resolutions or the completion of the Second Subscription. Application has been made for the First Subscription Shares to be admitted to trading on AIM and it is expected that First Admission will take place on 2 April 2025.

Should the General Meeting Resolutions not be passed at the General Meeting, the Second Subscription and the issue of the Warrants will not proceed. Application will be made for the Second Subscription Shares to be admitted to trading on AIM and it is expected that Second Admission will take place at 8.00 a.m. on 23 April 2025.

The Subscription Shares and the Subscription Option Shares (assuming full exercise) represent 127 per cent of the existing issued voting Ordinary Share capital of the Company prior to the fundraise.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made, or paid after the date of issue.

The First Subscription is conditional upon, amongst other things, the First Subscription Shares admission to trading on AIM. The First Subscription is not conditional on the passing of the General Meeting Resolutions or the completion of the Second Subscription. Should the resolutions not be passed at the General Meeting, the Second Subscription and the issue of the Warrants will not proceed. The First Subscription and the Subscription will not be affected by any or all of the Second Subscription failing to complete for any reason.

The Directors consider that the Subscription is in the best interests of Shareholders and that it is vitally important to secure the future of the Company. Existing Shareholders and Subscribers to the First Subscription should note that if the Second Subscription fails, the Company is unlikely to have sufficient working capital to continue to trade, and will need to seek alternative forms of funding, which may only be available on unattractive terms, if at all. In such event, existing Shareholders and Subscribers to the First Subscription are likely to suffer a material or even total loss of value.

Issue of shares to adviser

In addition to the 254,000,000 Adviser Shares conditionally issued to Akira GmBH, and in order to maximise the cash received by the Company via the Subscription, the Company has conditionally issued 104,000,000 Adviser Shares to one of its brokers to settle a portion of their commissions due on the funds raised via the Subscription. Application has been made for the 104,000,000 Adviser Shares to be admitted to trading on AIM. It is expected that the Adviser Shares will be admitted to trading on AIM at 8.00 a.m. on 23 April 2025

Issue of shares to director

Following the resignation of the Executive team on 24 December 2024, Clive Roberts and Paul Shackleton have had to devote significantly more time to the business that would ordinarily be expected for non-executive directors. Their service contracts allow for additional cash remuneration in such circumstances. Noting the substantial additional work undertaken, Clive Roberts has been conditionally issued 150,000,000 Director Shares at the Issue Price and an equivalent amount to be paid in cash to Paul Shackleton has been formalised ("Directors' Fees"). Following the issue of the Director Shares, Clive Roberts will hold 180,300,000 Ordinary Shares which will be equivalent to 1.6% of the Company's total voting rights of the Company (as enlarged by the New Ordinary Shares excluding the 19,138,147 Ordinary Shares held in treasury).

Application has been made for the 150,000,000 Director Shares be to be admitted to trading on AIM. It is expected that the First Director Shares will be admitted to trading on AIM at 8.00 a.m. on 2 April 2025 and that the Second Director Shares will be admitted to trading on AIM at 8.00 a.m. on 23 April 2025.

Related Party Transaction

As Clive Roberts and Paul Shackleton are related parties pursuant to the AIM Rules for Companies, the Directors' Fees constitute a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the independent Directors (being Lucas Kanme and Cobus van der Merwe) consider, having consulted with the Company's Nominated Adviser, Allenby Capital Limited, that the terms of the Directors' Fees are fair and reasonable insofar as the Company's shareholders are concerned.

Ratification of acts of the directors

Following the resignation of the Executive team on 24 December 2024, Clive Roberts and Paul Shackleton were unavoidably the only directors of the Company, with both directors being resident in the UK.  This situation placed the Company in breach of Article 105 of the Articles, which provides that "At no time after Admission shall a majority of Directors be resident in the United Kingdom.".

The Board moved as quickly as possible to remedy the breach of Article 105, by the appointment of Lucas Kanmé and Cobus van der Merwe to the Board, neither of whom are resident in the UK.

The Board does not consider that the temporary and technical breach of Article 105 created any liability or risk for the Company, nor that the actions of the Directors during that time were invalidated by the breach.  Nonetheless, in order to cure the position to the maximum extent possible, it is proposed that Shareholders are asked to approve a resolution at the General Meeting to ratify the actions of the Directors taken while a majority of the Board were resident in the UK.  In addition, the ratification resolution will ratify the actions of the Directors in connection with the Subscription and the issue or grant of Ordinary Shares, Subscription Options and Warrants as described in this document.

The Directors are not eligible to vote in respect of the ratification resolution.

3.              General Meeting and Annual General Meeting

The Second Subscription and the issue of the Warrants is conditional upon, inter alia, shareholders of Woodbois approving the passing of all of the General Meeting Resolutions at the General Meeting to (i) ratify the acts of the Directors during the period while a majority of them were resident in the UK and in connection with the Subscription and the issue or grant of Ordinary Shares, Subscription Options and Warrants as described in this document (ii) authorise such issues and allotments of new Ordinary Shares and (iii) disapply pre-emption rights to the extent necessary to authorise such issues and allotments of new Ordinary Shares on a non-pre-emptive basis, to be put to shareholders at a General Meeting of the Company.  Such General Meeting Resolutions will, if passed, grant to the Directors the authority to allot the Second Subscription Shares and the Warrants for cash on a non-pre-emptive basis.

A notice convening the General Meeting, which is to be held at 11.00 a.m. at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB on 22 April 2025, is set out at the end of this document.

The resolutions to be proposed at the Annual General Meeting are the standard resolutions for such meetings, being to (i) receive the report and accounts (ii) reappoint Directors (iii) appoint the auditors (iv) authorise the Directors to fix the auditors' remuneration (v) grant a general authority to issue and allot equity securities and (vi) dis-apply pre-emption rights.

A notice convening the Annual General Meeting, which is to be held at 11.00 a.m. at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB on 30 April 2025, is set out at the end of this document.

4.              Actions to be taken

A General Meeting Form of Proxy for use at the General Meeting accompanies this document. The General Meeting Form of Proxy should be completed and signed in accordance with the instructions printed on it and returned to the Company's registrars, Neville Registrars Limited, as soon as possible and, in any event, so as to be received by no later than 11.00 a.m. on 20 April 2025. The completion and return of a General Meeting Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

An Annual General Meeting Form of Proxy for use at the Annual General Meeting accompanies this document. The  Annual General Meeting Form of Proxy should be completed and signed in accordance with the instructions printed on it and returned to the Company's registrars, Neville Registrars Limited, as soon as possible and, in any event, so as to be received by no later than 11.00 a.m. on 28 April 2025. The completion and return of an Annual General Meeting Form of Proxy will not preclude Shareholders from attending the Annual General Meeting and voting in person should they so wish.

5.              Recommendation

In order for Second Admission to proceed, among other things, Shareholders will need to approve all of the General Meeting Resolutions to be put to Shareholders at a General Meeting. If the General Meeting Resolutions are not approved by Shareholders, the Second Subscription Shares will not be able to be issued. If that were to occur, the Company would receive significantly less funding than anticipated from the Subscription and the Directors believe they would have little alternative but to put Woodbois into administration.

The Directors therefore consider that the Subscription is in the best interests of the Company and the Shareholders as a whole. The Directors unanimously recommend Shareholders to vote in favour of the General Meeting Resolutions to be proposed at the General Meeting as they intend to do (subject to the below) in respect of their own beneficial holdings amounting, in aggregate, to 30,300,000 Existing Ordinary Shares as at the date of this document, representing approximately 0.58 per cent. of the Existing Ordinary Shares.  Clive Roberts also intends to vote in favour of the General Meeting Resolutions in respect of the First Director Shares (subject to the below).

The Directors are not eligible to vote in respect of resolution 1 of the General Meeting Resolutions.

The Directors also unanimously recommend Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 30,300,000 Existing Ordinary Shares as at the date of this document, representing approximately 0.58 per cent. of the Existing Ordinary Shares. Clive Roberts also intends to vote in favour of the resolutions to be proposed at the Annual General Meeting in respect of the First Director Shares and any Second Director Shares which may be issued to him.