Acquisition Completion

Cellular Goods PLC

09 May 2023

 

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

9 May 2023

Cellular Goods PLC

("Cellular Goods" or "the Company")

Acquisition Completion, Grant of Warrants, Voting Rights and Appointment of Director

Cellular Goods (LSE: CBX), a UK-based skin care and wellness company providing premium consumer products formulated with biosynthetic and lab-produced cannabinoids, is pleased to announce the completion of its acquisition of the entire issued share capital of King Tide Carbon PTE. LTD ("King Tide"), which is to be satisfied by the issue of 95,000,000 new ordinary shares of £0.001 each in the Company ("Consideration Shares") to the sole shareholder of King Tide, Matthew Lodge (the "Acquisition").

Following completion of the Acquisition, Matthew Lodge was appointed as a non-executive director of the Company, remains part of founding team of King Tide and was granted a warrant over 5,000,000 new ordinary shares of £0.001 each in the Company ("Ordinary Shares") at an exercise price of 0.97 pence per Ordinary Share. One third of the warrants vest on 5^th May 2024, with the remaining two thirds vesting in 24 equal monthly instalments thereafter.

Furthermore, the Consideration Shares will be subject to a lock-in agreement as follows: for the period ending on 5^th November 2023 in respect of 100 per cent. of the Consideration Shares; and following that and until 5^th May 2024 in respect of the 50 per cent. of the Consideration Shares.

The SPA (Share Purchase Agreement) also contains the customary warranties, covenants, undertakings and conditions attached to a transaction of this nature.

The acquisition has no revenue currently but is forecast to generate revenue by the end of the year.

About King Tide

King Tide is a Singapore-incorporated biosynthetic algae and seaweed carbon sequestration-as-a-service company with a clear mission to deliver sustainable, scalable, and high-quality carbon removal credits that ensure a reliable supply to support global and national commitments to achieving net-zero carbon emissions by 2050.

Using algal biotechnology and biomaterials, King Tide is advancing an integrated, multi-pathway carbon removal system that should capture excess carbon from the fast cycle in the upper ocean and securely store it in the slow carbon cycle for the long term. The Directors believe that this is an innovative system not only combating ocean acidification and warming, but it also promoting sustainable growth and economic development while protecting the environment. https://www.kingtidecarbon.com

King Tide Team

King Tide, is a company founded by seasoned entrepreneur, investor, and advisor Matthew Lodge.  Lodge has 25 years of industry experience, including 15 years of successful business development and market entry advisory work in Southeast Asia. Lodge has also enlisted the expertise of strategic advisors Derrick Dao, Dr. Hector Siegler, and Biswa Patra. Derrick Dao is a passionate entrepreneur with extensive experience in the carbon markets, particularly in the area of biomass carbon removal and storage space solutions (BiCRS). Dr. Hector Siegler is an award-winning Associate Professor at the University of Calgary, specialising in biotechnology and biomaterials research. Meanwhile, Biswa Patra is a researcher at the University of Saskatchewan, focusing on the development of biomaterials such as biofuels and biochar.

Matthew Lodge, Founder of King Tide Carbon, said: "We are thrilled about this acquisition that brings together the efficient growth and carbon-capturing potential of algae with the biosynthetic capabilities of Cellular Goods. Through this partnership, we intend to introduce a ground-breaking carbon removal solution that is both scalable and of top-notch quality, contributing to our shared goal of addressing the pressing challenge of our time - climate change."

Darcy Taylor, Chairman and Interim CEO of Cellular Goods, said: "We are pleased to announce the successful acquisition of King Tide and its team of Matthew Lodge and strategic advisors. We believe that this highly skilled and knowledgeable team should make a valuable contribution to drive the business division forward. Their extensive expertise in their domain provides us with confidence that they will bring invaluable insights and innovative strategies to help Cellular Goods achieve our objective of increasing shareholder value."

Strategic Rationale

Cellular Goods has a strong foundation in sustainable biosynthetic production of science-backed products, which initially commenced with cannabinoids. As the Company continues to harness the untapped potential of biosynthetics and sustainable production methods, it has widened its scope to explore opportunities for producing numerous compounds at a commercial scale across multiple sectors. This diversification of its portfolio is aimed at generating long-term shareholder value while still realising latent growth in the cannabinoid sector. The acquisition of King Tide, with its deep industry expertise, is a perfect fit for this strategic direction, and together, the companies are committed to seizing the opportunities that lie ahead.

Consideration Shares Issue

Application will be made to the Financial Conduct Authority ("FCA") for admission of the Consideration Shares to the standard listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the Consideration Shares on the LSE's Main Market for listed securities (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 11^th of May 2023 and that dealings in the Consideration Shares on the LSE's main market for listed securities will commence at the same time.

In accordance with the FCA Disclosure Guidance and Transparency Rules ("DTR"), subsequent to the Consideration Shares Issue, the Company's issued share capital consists of 602,250,000 ordinary shares. There are no ordinary shares held in treasury. Therefore, the total number of voting rights in the Company is 602,250,000.

This figure, 602,250,000, 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 DTR.

Corporate Broker

Cellular Goods has appointed First Sentinel Corporate Finance Limited as corporate broker to the Company.

Appointment of Director

The Company also announces that Matthew Lodge has been appointed as a director of the Company, effective immediately. Matthew Lodge has 25 years' experience as an entrepreneur, investor & advisor, including 15 years in Southeast Asia.

Mr. Lodge has never:

(1) had directorships in any other publicly quoted company at any time in the previous five years; or

(2) had any unspent convictions in relation to indictable offences; or

(3) been a director of any company or partnership which, while as a director with an executive function or partner at the time of or within the 12 months preceding such events, been declared bankrupt, went into receivership, liquidation, administration or voluntary arrangements; or

(4) been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies); or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of affairs of any company.

The Prospectus and further information on the Company can be found on Cellular Goods' website at: https://cellular-goods.com

For further information please contact:

Cellular Goods
Darcy Taylor Chairman and interim CEO Neil Thapar Investor Relations	via Tancredi [phone] [phone]
First Sentinel Corporate Finance
Corporate Broker & Advisor Brian Stockbridge	[phone]
Novum Securities
Corporate Broker Colin Rowbury Jon Belliss	[phone]
Tancredi Intelligent Communication
Media Relations Helen Humphrey Charlie Hobbs [e-mail]	[phone] [phone]

About Cellular Goods PLC:

Cellular Goods develops and markets premium quality skincare and wellness products based on proprietary formulations incorporating biosynthetic lab-made cannabinoids. Our branded products are efficacy-led and research-backed and available online in the UK and US. The Company is incorporated in the UK and listed on the Main Market of the London Stock Exchange. For more information, visit www.cellular-goods.com.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Matthew Lodge
2.	Reason for the Notification
a)	Position/status	Non-executive director
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cellular Goods PLC
b)	LEI	213800IXPX4Z2MKX2U28
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary Shares of £0.001 each
	ISIN	ISIN: GB00BK964W87
b)	Nature of the transaction	Grant of warrants over 5,000,000 ordinary shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Exercise price of 0.97 pence per Ordinary Share 5,000,000 Ordinary Shares
d)	Aggregated information: · Aggregated volume · Price	5,000,000 Ordinary Shares Exercise price of 0.97 pence per Ordinary Share
e)	Date of the transaction	5th May 2023
f)	Place of the Transaction	Outside a trading venue

 

END