REG - Chill Brands Group - Half-year Report
28/01/2022 07:00
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RNS Number : 9634Z Chill Brands Group PLC 28 January 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Chill Brands Group plc
("Chill Brands" or the "Company" or the "Group")
Interim Results
Chill Brands Group, the international consumer packaged goods company, is
pleased to announce its interim results for the six months ending 30 September
2021 (the "Period").
Strong Revenue Growth
Revenues for the six-month period ended 30 September 2021 increased to
£1,073,872, more than an 18x increase vs. the £54,554 in revenues that the
company reported for the same period in 2020, and an increase of more than
230% as compared to the £320,875 in revenues that the Company reported in
its last full fiscal year.
These significant increases in revenues were achieved despite the COVID-19
pandemic, logistical issues, and challenging market conditions which
negatively affected inventory and distribution.
Chill Attracts World Class Consumer Brand Executives and Advisors
Chill Brands has undergone a remarkable journey of change and development this
fiscal year which has attracted to the Company some of the leading executives
in the global brands industry.
Recently, we were very fortunate to add Michael Sandore as Chief Commercial
Officer. Mr. Sandore is a CPG sales leader, having led retail and wholesale
sales programmes first at Anheuser-Busch InBev and later at the industry
leading vapour company, Juul Labs. In leading our commercial sales business,
Michael will develop data-backed sales strategies that are focused on gaining
market share. His deep understanding of our sector and unparalleled insight
into the retail sales environment will not only take our products to market
but also equip our partners with everything they need to improve sell-through
rates.
We are also proud to welcome Mr. Scott E. Thompson who recently joined the
Chill Brands Board as an Independent Non-Executive Director. Mr. Thompson has
almost forty years of intellectual property law experience and is recognized
by the World Trademark Reporter as one of the top 300 trademark attorneys in
the world. He was most recently General Counsel, Intellectual
Property/Marketing Properties for Mars Inc., where he oversaw the global
intellectual property/marketing properties for all of the Company's
businesses, and enhanced global licensing and compliance program for all Mars
brands, including M&M's World Stores.
Mr. Thompson served as counsel for some of the world's largest brands
including Philip Morris Companies, Colgate-Palmolive and GlaxoSmithKline. At
GlaxoSmithKline, Mr. Thompson served as Vice President, Global Trademarks, and
as global head of 50-person tri-location trademark department responsible for
trademark, copyright, unfair competition, and Internet and Intranet matters
for world's second-largest pharmaceutical and consumer healthcare company.
At Colgate-Palmolive, he served as Vice President and Associate General
Counsel, where he managed the department responsible for global trademark,
copyright, unfair competition, and Internet matters.
At Philip Morris, Mr. Thompson served as Assistant General Counsel, where he
was responsible for trademark, copyright, unfair competition, and advertising
issues, and had jurisdiction over tobacco products worldwide and food, beer,
clothing, and miscellaneous products outside of the United States.
In addition to acting as the lead lawyer for a number of the world's largest
brands, Thompson was also a partner at the global law firm Greenberg Traurig
and is currently a partner and Co-Chair of the Intellectual Property Team at
Lippes Mathias LLP. His education includes a degree in communications from
Cornell University and a Juris Doctor degree from Brooklyn Law School.
In September 2021 we appointed the leading cannabis investment firm, Viridian
Capital Partners, as Chill Brands' chief advisors. Viridian's impressive track
record in the cannabis industry makes them an ideal partner for Chill, while
their expertise in capital raising, M&A transactions, and business
development is an essential component of our go-forward strategy. Scott
Greiper (Viridian's founder and president) and his team have already helped us
to build the structures and processes that will enable the Company to grow,
and we are grateful for their ongoing support. Mr. Greiper and his team are
currently engaged in a number of initiatives that will improve the Company's
Corporate Governance credentials and further announcements will be made in due
course.
We are also pleased to have appointed Rhino Marketing to help us sculpt Chill
into an iconic and memorable brand. Rhino's Thomas Hensey and Tim Ransom are
veterans of the CPG industry and are the names behind some of the most
recognisable marketing campaigns in history. They now work together with our
internal team to create brand assets that will help Chill build a community,
conquer the relaxation space, and ultimately sell more products.
Chill now benefits from the support of CPG professionals with the experience
necessary to build a successful, self-sustaining business. We are excited to
expand our team further with best-in-class candidates and look forward to
announcing new appointments in due course.
About Chill Brands Group PLC
Chill Brands Group plc is an international company focused on the development,
production, and distribution of best-in-class hemp-derived CBD products,
tobacco alternatives and other consumer packaged goods (CPG) products. The
Company operates primarily in the US, where its products are distributed
online and via some of the nation's most recognisable convenience retail
outlets. The Group's strategy is anchored around lifestyle marketing that is
designed to enhance the popularity of its products, channelling visitors to
its landmark chill.com website.
Publication on website
Copies of this announcement and Chill Brands' interim financial statements are
also available on the Group's website at http://www.chillbrandsgroup.com
(http://www.chillbrandsgroup.com) .
Enquiries:
Chill Brands Group plc contact@chillbrandsgroup.com
Trevor Taylor, Co-CEO
Antonio Russo, Co-CEO
Allenby Capital Limited (Financial Adviser and Broker) +44 (0) 20 3328 5656
Nick Harriss / Nick Naylor (Corporate Finance)
Kelly Gardiner (Equity Sales)
The Chill Model
As with any CPG company, Chill Brands' model is based on the sale of its
products - specifically those made via the convenience store (c-store) and
e-commerce retail channels.
Online Sales
The acquisition of Chill.com has been a catalyst for major change, bringing
new opportunities that will shape the Company's future. It is widely known
that online retail is growing at a faster rate than sales in brick-and-mortar
locations while also providing direct access to millions of consumers across
the world. With an unforgettable domain name and targeted marketing, Chill has
the opportunity to provide 24/7 access to product categories that have
traditionally struggled to reach markets beyond the convenience store
environment. Global online sales of tobacco have more than doubled since 2017,
while growth of the multi-billion dollar reduced-risk products (RRPs) category
provides a compelling case for a model built around e-commerce.
Our priority is to make Chill.com the premier destination for lifestyle and
tobacco alternative products including CBD, tobacco-free nicotine (TFN) and
others that are currently in development. We are committed to building on
the existing power of the domain which reached Google's first page of results
for US 'Chill' searches within just weeks of activation. This work will
include an overhaul of our site and its positioning, ensuring that it wins
market share with a stellar user experience, unbeatable search engine
optimisation, and high conversion rates. In turn, the site will provide
valuable data that will allow us to sharpen our operating model and sales
strategies.
We have already seen the benefits of a digital-first approach. Order volumes
have increased steadily since the July 2021 acquisition of the site and the
average Chill.com customer spends more than $40 per online transaction.
Crucially, these sales sit within an ecosystem and supply chain that we
control. So long as the internet is up and postal services are running,
Chill.com will be online and selling regardless of external factors affecting
the retail market.
Physical Retail
The c-store channel has acted as the cornerstone of Chill Brands' business,
proving the demand for the Company's products. Chill SKUs have been recognised
as top performers in the retail programmes of our distribution partners, while
Chill CBD Flavour Pouches beat hundreds of products to win second place in the
CSP 2021 Retailer Choice Best New Product Award.
The hiring of a retail sales leader is already providing immeasurable benefit
to the company by assessing, refining and adapting our retail strategy using
his breadth of experience. We are committed to the physical retail channel
under his leadership. His methodical and deliberate strategy will help Chill
Brands overcome pressures of COVID-19 pandemic and widespread global logistics
issues have made it increasingly difficult to distribute to our physical
retail partners at scale. Cost increases and capital commitments that are
challenging even the largest CPG conglomerates have weighed heavily on our
decisions as we work with trusted advisors to build a roadmap. With the
benefit of new intelligence and guidance, it has become clear that it is not
in the best interests of the Company or its shareholders to pursue the rollout
timeline announced in February 2021.
This does not mean that Chill Brands is stepping away from physical retail.
Notwithstanding this strategic decision, all previously announced distribution
agreements remain in place, and we will continue to activate new stores and
territories in line with a comprehensive business plan that has been devised
by Mr Sandore, one of the most capable minds in the CPG space. We will also
provide enhanced support to more than 2,500 retailers and distributors that
already stock Chill products, enabling them to reach more consumers and sell
our products in higher volumes.
Store count is no longer the sole route to success for Chill Brands, but it
remains a key pillar of our model. As part of this realignment the Company
will focus not on one sales channel but on the wider goals of revenue
generation and market penetration. By supporting retailers and winning online,
we will widen our funnel while maintaining a strong financial position that
will lead to continued growth.
Outlook
Chill is the combination of a powerful brand, a driven and experienced team,
and products at the forefront of the world's fastest growing consumer
category. As we look back on the first half of this financial year, we are
also firmly focused on the future and making changes that will propel the
Company on to greater success. Through persistent execution of marketing and
sales strategies, Chill Brands will become an iconic brand synonymous with
creating a "Chill State of Mind" - a mindset advanced by the freedom and
choice offered to our customers through lifestyle marketing and innovative
products.
This is the moment at which Chill Brands matures into a focused and fully
operational CPG company with aspirations to join the ranks of the world's
largest brands. In the coming weeks we will continue to build our model
alongside an investment case that reaffirms the decisions of existing
long-term holders and attracts new ones. We would like to take this
opportunity to thank our shareholders for their ongoing support and restate
our belief that Chill Brands has a bright and prosperous future ahead.
Trevor Taylor & Antonio Russo
Co-Chief Executive Officers, Chill Brands Group plc
Chill Brands Group PLC (Formerly Zoetic International PLC)
Condensed Consolidated Statement of Comprehensive Income (Unaudited)
For the six months ended 30 September 2021
Unaudited six months ended 30 September 2021 £ Unaudited six months ended 30 September 2020 £ Audited year ended 31 March 2021 £
Revenue 1,073,872 54,554 320,875
Cost of sales (756,434) (37,976) (361,517)
Gross profit 317,438 16,578 (40,642)
Administrative expenses (1,437,282) (1,000,042) (2,151,391)
Share expenses for options granted (1,348,903) - (1,410,268)
Other Expense - - (1,200,000)
Operating Loss (2,468,747) (983,464) (4,802,301)
Loss for the period from discontinued activities (114,960) (146,120) (49,762)
Finance income 32 1,755 1,762
Loss on ordinary activities before taxation (2,583,675) (1,127,829) (4,850,301)
Taxation on loss on ordinary activities - - -
Loss for the period (2,583,675) (1,127,829) (4,850,301)
Items that may be re-classified subsequently to profit or loss: (99,496) 32,117 231,644
Foreign exchange adjustment on consolidation
Total comprehensive loss for the (2,683,171) (1,095,712) (4,618,657)
period attributable to the equity holders
Loss per share (basic and diluted) (1.24) -0.59 -2.51
attributable to the equity holders (pence)
Chill Brands Group PLC (Formerly Zoetic International PLC)
Condensed Consolidated Statement of Financial Position (Unaudited)
As at 30 September 2021
Unaudited six months ended 30 September 2021 £ Unaudited six months ended 30 September 2020 £ Audited year ended 31 March 2021 £
Non-Current Assets
Tangible assets 70,562 69,529 54,597
Right of use lease asset 285,559 - -
Related party note receivable, net of current portion 566,571 - -
Intangible assets 1,195,898 1,892 -
Total Noncurrent Assets 2,118,590 71,421 54,597
Current Assets
Inventory 1,063,278 1,302,620 1,238,779
Current portion of related party note receivable 377,302 - -
Trade and other receivables 248,266 717,068 136,093
Cash and cash equivalents 2,079,779 451,886 333,176
Total Current Assets 3,768,625 2,471,574 1,708,048
Total Assets 5,887,215 2,542,995 1,762,645
Current Liabilities
Current maturities of loans 10,000 7,617 8,382
Trade and other payables 759,989 778,395 661,653
Current portion of right of use lease liability 58,110 - -
Accrued liabilities 618,912 - 1,244,750
Total Current Liabilities 1,447,011 786,012 1,914,785
Non-Current Liabilities
Loans, net of current portion 67,424 262,313 72,042
Right of use lease liability, net of current portion 231,231 - -
Total Non-Current Liabilities 298,655 262,313 72,042
Net Assets 4,141,549 1,494,670 (224,182)
Equity
Share capital 2,120,700 1,945,700 2,020,700
Share premium account 10,298,440 3,283,116 4,698,441
Share based payments reserve 2,780,589 4,803 1,431,686
Shares to be issued reserve - 1,096,500 -
Foreign currency translation reserve 433,150 333,119 532,646
Retained profit/(loss) (11,491,330) (5,168,568) (8,907,655)
Total Equity 4,141,549 1,494,670 (224,182)
Chill Brands Group PLC (Formerly Zoetic International PLC)
Condensed Consolidated Statement of Changes in Equity (Unaudited)
For the six months ended 30 September 2021
Share Capital £ Share Premium Account £ Share Based Payment Reserve £ Shares To Be Issued Reserve £ Foreign Currency Translation Reserve £ Retained Loss £ Total £
At 31 March 31 2020 1,729,200 3,020,616 54,171 1,096,500 301,002 (4,090,107) 2,111,382
At 1 April 2020 as previously stated 1,729,200 3,020,616 54,171 - 301,002 (2,993,607) 2,111,382
Prior period adjustment - - - 1,096,500 - (1,096,500) -
At 1 April 2020 as restated 1,729,200 3,020,616 54,171 1,096,500 301,002 (4,090,107) 2,111,382
Comprehensive income for the period
Loss for the period - - - - - (1,127,829) (1,127,829)
Other comprehensive income - - - - - - -
Translation adjustment - - - - 32,117 - 32,117
Total comprehensive loss for the period attributable to the equity holders - - - - 32,117 (1,127,829) (1,095,712)
Issue of warrant and options - - - - - - -
Exercise of warrants - - - - - - -
Lapse of warrants - - (49,368) - - 49,368 -
Shares issued in the period 216,500 262,500 - - - - 479,000
Cost relating to share issues - - - - - - -
At 30 September 2020 1,945,700 3,283,116 4,803 1,096,500 333,119 (5,168,568) 1,494,670
Comprehensive income for the period
Loss for the period - - - - - (3,722,472) (3,722,472)
Other comprehensive income - - - - - - -
Translation adjustment - - - - 199,527 - 199,527
Total comprehensive loss for the period attributable to the equity holders - - - - 199,527 (3,722,472) (3,522,945)
Issue of warrant and options - - 1,410,268 - - - 1,410,268
Lapse of warrants - - 16,615 - (16,615) -
Exercise of warrants 20,000 - - - - - 20,000
Conversion of loans 55,000 212,500 - - - - 267,500
Shares issued in the period - 1,230,000 - (1,096,500) - - 133,500
Cost relating to share issues - (27,175) - - - - (27,175)
At 31 March 2021 2,020,700 4,698,441 1,431,686 - 532,646 (8,907,655) (224,182)
Comprehensive income for the period
Loss for the period - - - - - (2,583,675) (2,583,675)
Other comprehensive income - - - - - - -
Translation adjustment - - - - (99,496) - (99,496)
Total comprehensive loss for the period attributable to the equity holders - - - - (99,496) (2,583,675) (2,683,171)
Issue of warrant and options - - 1,348,903 - - - 1,348,903
Exercise of warrants - - - - - - -
Lapse of warrants - - - - -
Shares issued in the period 100,000 5,900,000 - - - - 6,000,000
Cost relating to share issues - (300,001) - - - - (300,001)
At 30 September 2021 2,120,700 10,298,440 2,780,589 - 433,150 (11,491,330) 4,141,549
Chill Brands Group PLC (Formerly Zoetic International PLC)
Condensed Consolidated Statement of Cash Flows (Unaudited)
For the six months ended 30 September 2021
Unaudited six months ended 30 September 2021 £ Unaudited six months ended 30 September 2020 £ Audited year ended 31 March 2021 £
Cash Flows From Operating Activities
Loss for the period (2,583,675) (1,127,829) (4,850,301)
Adjustments for:
Depreciation and amortization charges 7,835 10,675 20,677
Impairment provision - - 206,685
Share expense for options granted 1,348,903 - 1,410,268
Net foreign exchange adjustments (112,157) 18,680 193,717
Operating cash flow before working capital movements (1,339,094) (1,098,474) (3,018,954)
(Increase)/decrease in inventories 175,501 (134,884) (275,743)
(Increase)/decrease in trade receivables (112,173) 1,021,955 1,301,039
(Increase)/decrease in related party note receivable (943,873) - -
Increase/(decrease) in trade and other payables 98,336 (448,990) (235,732)
(Increase)/decrease in other assets 125,873 - -
Increase/(decrease) in other liabilities (122,091) - -
Increase/(decrease) in accrued expenses (625,838) - 1,244,750
Net Cash Used by Operating Activities (2,743,359) (660,393) (984,640)
Cash Flows From Investing Activities
Purchase of tangible fixed assets (23,800) - 301,891
Purchase of intangible assets (1,195,898) (1,892) (1,352)
Net Cash Used by Investing Activities (1,219,698) (1,892) 300,539
Cash Flows From Financing Activities
Net proceeds from issue of shares 5,699,999 479,000 542,825
Long-term borrowings - 269,930 -
Loans made by the Group - - 80,424
Repayment of long-term debt (3,000) - -
Net Cash Generated by Financing Activities 5,696,999 748,930 623,249
Net increase in cash and cash equivalents
As above 1,733,942 86,645 (60,852)
Cash and cash equivalents at beginning of period 333,176 349,006 349,006
Foreign exchange adjustment on opening balances 12,661 16,235 45,022
Cash and cash equivalents at end of period 2,079,779 451,886 333,176
CHILL BRANDS GROUP PLC
(FORMERLY KNOWN AS ZOETIC INTERNATIONAL PLC)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended 30 September 2021
NOTE 1 - GENERAL INFORMATION
Chill Brands Group PLC ("the Company") (formerly Zoetic International PLC) and
its subsidiaries (together "the Group") are involved in the development,
production and distribution of premium cannabidiol (CBD) products. The
Company, a public limited company incorporated and domiciled in England and
Wales, is the Group's ultimate parent company. The Company was incorporated on
13 November 2014 with Company Registration Number 09309241 and its registered
office and principal place of business is 27/28 Eastcastle Street, London W1W
8DH. The principal executive offices are located at 1601 Riverfront Drive,
Grand Junction, Colorado 81501.
NOTE 2 - ACCOUNTING POLICIES
Basis of preparation
The interim condensed unaudited consolidated financial statements for the
period ended 30 September 2021 have been prepared in accordance with IAS 34
Interim Financial Reporting. The comparative figures for 31 March 2021 are
extracted from the Group's audited accounts to that date. The comparative
figures for the period ended 30 September 2020 are unaudited.
The condensed unaudited consolidated interim financial statements of the Group
have been prepared on the basis of the accounting policies, presentation,
methods of computation and estimation techniques used in the preparation of
the audited accounts for the period ended 31 March 2021 and expected to be
adopted in the financial information by the Group in preparing its annual
report for the year ending 31 March 2022.
The financial information in this statement relating to the six months ended
30 September 2021 and the six months ended 30 September 2020 has neither been
audited nor reviewed by the auditors pursuant to guidance issued by the
Auditing Practices Board. The financial information presented for the year
ended 31 March 2021 does not constitute the full statutory accounts for that
period. The Annual Report and Financial Statements for the year ended 31 March
2021 have been filed with the Registrar of Companies.
The financial information of the Group is presented in British Pounds Sterling
("£").
NOTE 3 - EXITING FROM OIL AND GAS
In September 2020, the Group reached an agreement regarding the disposal of
its East Denver oil and gas assets to the operator of those facilities, True
Oil LLC. The proceeds of sale from the East Denver assets was agreed at US
$376,000, although the Group had a loan secured on the assets of US $276,574
from ANB Bank. Following the execution of this agreement, the ANB Bank loan
has been settled in full. In the same month the Group finalized the closure of
the legacy Highlands Natural Resources Corporation office in Denver, Colorado,
along with the termination of a number of employment and consultancy contracts
for personnel concerned with the management of the Group's former natural
resources assets. The Group's Colorado-based hemp cultivation and CBD
production center has also been closed.
In May 2020, an asset purchase agreement was reached between the Company and
Path Investments plc ("Path"), the latter of which will acquire the Group's
75% interest in the patented hydrocarbon well stimulation and protection
technology, DT Ultravert (DTU) with the final agreement reached on 5 November
2020.
NOTE 4 - INCOME TAX EXPENSE
No tax is applicable to the Group for the period ended 30 September 2021. No
deferred income tax asset has been recognized in respect of the tax losses
carried forward, due to the uncertainty as to whether the Group will generate
sufficient profits in the foreseeable future to prudently justify this.
NOTE 5 - LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable
to equity holders of the company by the weighted average number of ordinary
shares in issue during the period. Diluted earnings per share is calculated by
adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Earnings £ Weighted average number of shares Loss per share (pence)
(2,583,675) 208,900,635 (1.24)
Loss per share attributed to ordinary shareholders
NOTE 6 - INVENTORIES
Inventories comprise finished products and raw materials either developed by
the Group or bought in from third parties. All inventory items are stated at
their cost of production or acquisition, or at net realizable value if this is
lower. There are no biological assets being grown for the six month period
ended September 30, 2021. For the period ended September 30, 2021, the Group
had no impairments on inventory.
NOTE 7 - NOTE RECEIVABLE - RELATED PARTY
During the six month period ended 30 September 2021, the Group entered into a
note agreement with a related party. The note receivable consists of a note
from an entity owned and operated by a shareholder of the Group. The note
carries interest on the unpaid principal balance of 0% interest from 30
September 2021 through 31 January 2022 and shall bear interest at the short
term rate of 0.18 percent per annum from 1 February 2022 until the note is
paid in full on 1 May 2023. The total balance due from the related parties
note receivable at 30 September 2021 was £943,874.
NOTE 8 - INTANGIBLE ASSETS
On 22 June 2021, the Group entered into an agreement to purchase the domain
name "Chill.com" and all intellectual property rights that it has accrued in
connection with the domain name. The domain is intended to serve as a
worldwide marketing anchor for the Group's range of consumer products. The
intangible assets are valued as of 30 September 2021 at £1,195,898.
Management has assessed the asset for impairment as of 30 September 2021 and
believe the asset is not impaired.
NOTE 9 - LOANS
On 10 June 2020, the Group entered into a BBLS managed by the British Business
Bank on benefit of and with the financial backing of the Secretary of State
for Business, Energy and Industrial Strategy. The BBLS loan of £50,000
carries an interest of 2.50% rate per annum with repayment over 60 months
beginning July 2021. The loan balance was £47,500 and £50,000 as of 30
September 2021 and 31 March 2021, respectively.
On 22 April 2020, Highlands Natural Resources Corporation entered into a
Paycheck Protection Program (PPP) loan with the U.S. Small Business
Administration (SBA) for £154,078 with an interest of 1.00% rate per annum
with principal and accrued interest due and payable on 22 April 2022. During
the period ended 31 March 2021, the Group received partial forgiveness of the
SBA loan. The loan balance was £29,924 and £30,424 as of 30 September 2021
and 31 March 2021, respectively.
On 20 April 2020, Zoetic Corporation entered into a PPP loan of £93,100 with
an interest of 1.00% rate per annum with principal and accrued interest due
and payable on 20 April 2022. During the period ended 31 March 2021, the Group
received full forgiveness of the SBA loan.
NOTE 10 - LEASES
The Group determines if an arrangement is a lease at inception if the contract
conveys the right to control the use and obtain substantially all the economic
benefits from the use of an identified asset for a period of time in exchange
for consideration.
The Group identifies a lease as a finance lease if the agreement includes any
of the following criteria: transfer of ownership by the end of the lease term;
an option to purchase the underlying asset that the lessee is reasonably
certain to exercise; a lease term that represents 75 percent or more of the
remaining economic life of the underlying asset; a present value of lease
payments and any residual value guaranteed by the lessee that equals or
exceeds 90 percent of the fair value of the underlying asset; or an underlying
asset that is so specialized in nature that there is no expected alternative
use to the lessor at the end of the lease term. A lease that does not meet any
of these criteria is considered an operating lease.
Lease right-of-use assets represent the Group's right to use an underlying
asset for the lease term and lease liabilities represent the Group's
obligation to make lease payments arising from the lease. Right-of-use assets
and liabilities are recognized at the commencement date of a lease based on
the present value of lease payments over the lease term. Lease terms may
include options to extend or terminate the lease. The Group includes these
extension or termination options in the determination of the lease term when
it is reasonably certain that we will exercise that option. The Group does not
recognize leases having a term of less than one year in the consolidated
statements of financial position.
For purposes of determining the present value of the lease payments, the Group
use a lease's implicit interest rate when readily determinable. As leases do
not provide an implicit interest rate, the Group used an incremental borrowing
rate based on available information at the commencement of the lease. Lease
cost for operating leases is recognized on a straight-line basis over the
lease term.
On 5 May 2021, the Group entered into an office lease agreement between the
Company and Bonsai Development LLC. The operating lease is a five year lease
with an option to extend up to five years. The Group believes the option to
extend up to five years is not probable as of 30 September 2021. The Group
recorded a right of use lease asset and corresponding liability using an
incremental borrowing rate to determine the discount rate. As of 30 September
2021, the right of use lease asset had a balance of £285,559.
NOTE 11 - SHARE CAPITAL & RESERVES
Allotted, called up and fully paid Ordinary shares of £0.01 each:
Number of Shares Share Capital Share Premium £
£
Balance at 31 March 2021 202,070,034 2,020,700 4,698,441
1 May 2021 - issuance of shares, net or origination costs 10,000,000 100,000 5,599,999
Balance at 30 September 2021 212,070,034 2,120,700 10,298,440
The Company has only one class of share and all shares rank pari passu in
every respect.
NOTE 12 - EQUITY-SETTLED SHARE-BASED PAYMENTS RESERVE
30 September 2021 £ 31 March 2021 £
At beginning of period 1,431,686 54,171
On options and warrants granted in the year 1,348,903 1,410,265
Released on lapsing of warrants during the year - (32,753)
At end of period 2,780,589 1,431,686
NOTE 13 - SUBSEQUENT EVENTS
During the Annual General Meeting held on 30 September 2021, the Group
established a long-term incentive plan (LTIP) to grant awards to eligible
employees. The awards can take the form of options to acquire Ordinary Shares
with an exercise price determined by the Board or conditional rights to
acquire Ordinary Shares for no or nominal consideration. All employees,
including executive directors, of the Group are eligible and may be granted
awards under the LTIP. The Board has discretion at the time of the grant of an
award to determine the basis on which an award will vest and to determine
whether an award will be subject to a holding period.
On 22 November 2021, the Group announced that its ordinary shares are now
trading on the US OTCQB® Venture Market under the symbol ZOEIF. The Group's
ordinary shares will continue to trade on the London Stock Exchange under
the symbol CHLL.
On 14 December 2021, the Group announced that its ordinary shares are now
trading on the US OTCQB® Venture Market under the symbol CHBRF. The Group's
ordinary shares will continue to trade on the London Stock Exchange under
the symbol CHLL.
On 15 December 2021, the Group entered into a finance agreement with
gotoPremiumFinance for directors and officers (D&O) insurance. The policy
premiums are $136,725 (United States Dollars) with $100,669 financed at an
annual percentage rate of 8.75% over the term of the policy ending 13 December
2022.
On 20 December 2021, the Group announced a sponsor partnership with the U.S.
Major Arena Soccer League (MASL), to offer the Company's CBD products to the
league and member teams. Total consideration from the Group was $162,500
(United States Dollars) which consisted of $100,000 in cash and 500,000
ordinary shares at 12.50p valued as of the closing price on 11 November
2021.
On 4 January 2022, the Group announced the addition of Mr. Michael
Sandore as Chief Commercial Officer.
On 27 January 2022, the Group announced the appointment of Mr. Scott E.
Thompson as a Non-Executive Director.
Responsibility Statement
Trevor Taylor and Antonio Russo, Co-CEOs confirm that to the best of their
knowledge that the condensed set of financial statements, which has been
prepared in accordance with IAS 34 as contained in UK adopted IFRS and the
interim management report includes a fair review of the information required
by the Disclosure Guidance and Transparency Rules.
-ENDS-
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. END IR QVLBLLFLZBBZRecent news on Chill Brands
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