Half-year Report for the period to 30 Sept. 2022

RNS Number : 0890L

Chill Brands Group PLC

28 December 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 for the Six Months Ended 30 September 2022

Employment Dispute

28 December 2022

Chill Brands Group, the international consumer packaged goods company, announces its interim results for the six months ending 30 September 2022 (the "Period"), which can be viewed below and also on the Company's website at www.chillbrandsgroup.com.

Callum Sommerton, Chief Executive Officer of Chill Brands, commented:

"Much has changed at Chill Brands during the six months ending 30 September 2022. During this transitionary period, we have taken steps to stabilise and improve the Company's business model while reducing costs. We have also acted to correct past arrangements that have complicated the Company's path to revenue.

In the months since we have relaunched the Chill brand and commenced negotiations with external partners as we seek to build a wider product marketplace on the Chill.com domain. We are now preparing for the launch of our new nicotine-free vapour products and expect them to make a significant contribution to Chill Brands' revenue generation prospects during 2023 ."

Employment Dispute

The Company has recently commenced proceedings in relation to a dispute with a former employee. Chill Brands is committed to taking decisive action to safeguard its intellectual property and will not tolerate the disruption of its existing business development efforts. 

The dispute has no impact on the Company's ongoing operations. Further information will be provided in due course and as the formal legal process allows.  

-ENDS-

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL, OTCQB: CHBRF) is an international company concerned with 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

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

Media enquiries:

Chill Brands Group plc	[e-mail]
Allenby Capital Limited (Financial Adviser and Broker)	[phone]
Nick Harriss/Nick Naylor (Corporate Finance) Kelly Gardiner (Equity Sales)

Unaudited Interim Results for the Six Month Period Ending 30 September 2022

Summary

The Period has seen a restructuring of the Company's operations.Following the appointment of Callum Sommerton as Chief Executive Officer on 19 April 2022, the Company completed a subscription round and subsequent Open Offer to its existing shareholders, raising a combined total of £3,712,201.40 before expenses. These fundraising efforts have provided working capital to the business while facilitating the settlement of legacy liabilities.

Since April the Company has taken steps to substantially reduce costs, with particular attention paid to marketing activities and professional advisory fees. To date targeted cost-cutting measures have led to an annual saving of at least $1,000,000 from the discontinuation of certain prior activities and the cancellation of numerous consultancy agreements, the benefit of which will largely occur during the second half of the year. The Company continues to take steps to reduce spending and is replacing and renegotiating a number of vendor contracts ahead of their scheduled 2023 renewal dates.  

Limited revenues were recorded during the Period as a result of circumstances relating to the ownership of the Company's products. The Company sold a large portion of its CBD product inventory to a connected party, Ox Distributing LLC ("Ox"), during a previous reporting period. Extended payment terms agreed in relation to that sale provided the Company with cashflow during the Period in review as products sold through, however additional revenues could not be recognised for sales of products that had already been recorded as sold to Ox during the Financial Year ending 31 March 2022. Since the end of the Period, the Company has taken delivery of new inventory which has started to generate recordable revenues upon sale. This Period also saw the discontinuation of the Company's synthetic nicotine product range.

Going forward, Chill Brands' Board of Directors (the "Board") is confident that the Company will be able to improve revenues through the application of its updated brand, the diversification of its product range, a targeted expansion of its physical retail footprint, and the further commercialisation of the Chill.com domain asset through the sale of third-party products on the site.

Financial Overview

During the Period the Company recorded revenues of £19,610. Actual sales of Chill branded products to retailers and consumers significantly exceeded this level, however the Company's entire inventory of CBD chew pouches and combustible smokes had already been sold to Ox, its former Master Distributor. This meant that sales of CBD pouches and combustible smoke products made during the Period could not be recognised as additional revenue for the Company, having previously been recorded during the financial year ending 31 March 2022.

During the Period, Ox paid US $254,622.90 to the Company towards the promissory note that provides extended payment terms for products purchased by Ox between 1 April to 30 September 2021. To date, Ox has made payments totalling $395,889.34 during this and previous periods. In 2023, Chill Brands expects to receive a final balancing payment for the value of the note, net of credit for funds received directly by the Company on the sale of products, promotional discounts and write-downs. A more detailed explanation of the promissory note is provided in Note 7 to these interim financial statements.

Chill Brands received new CBD pouch products in October 2022, sales of which are now generating recordable revenues. All future deliveries of new inventory will be owned by Chill Brands and will therefore provide a clearer path to recordable revenues. Ox no longer acts as the Company's Master Distributor.

The Company recorded an operating loss of £2,196,195 for the period. While this loss is reflective of cash costs including those attributable to substantial legacy legal fees and maintaining the Company's listing, it also reflects large non-cash costs that relate to warrants issued to Viridian Capital and other advisors. The reported value of these warrants reflects their value calculated based on the Company's share price at the date of their issue.

The Company is seeking to recover slotting fees for stores that were not effectively activated during previous reporting periods. Updates regarding these efforts will be provided in due course. 

Product Focus

During the Period, the Company continued to focus on the development and sale of its novel CBD wellness and tobacco alternative products. Its primary product range consists of oral CBD pouches, combustible herbal smokes, and CBD isolate gummies. Under the Zoetic brand, the Group continues to sell a range of CBD-infused topical cosmetic products and CBD tinctures.

In late 2021 the Company launched a new range of 'Tobacco Free Nicotine' ("TFN") pouches containing synthetic nicotine. In March 2022, a federal funding bill that amended the statutory definition of "tobacco product" was passed by the US Congress, giving the US Food and Drug Administration ("FDA") authority over synthetic nicotine products. The FDA ruled that companies selling synthetic nicotine products should submit Premarket Tobacco Applications ("PMTA") in order to remain on sale. While the Company filed the necessary application, the ongoing costs of completing a PMTA were considered prohibitive to the continuation of the Chill TFN product range. As announced on 3 August 2022, the Company has discontinued the development of synthetic nicotine products and steps are being taken to conclude a final sale of the Company's remaining inventory of TFN products.

On 7 December 2022 the Company announced that it was developing a range of vapour products, including vapes that contain CBD and others that are designed to provide a nicotine-free vaping experience without the inclusion of a cannabinoid active ingredient. The Company plans to commence sales of these vapour products during Q1 2023, after which they are expected to become a significant contributor to its sales and revenue.

Ownership of the Chill.com Domain

In June 2022, the Group received a letter from the Corporate Reporting Review Team of the Financial Reporting Council ("FRC") as part of its regular review and assessment of the quality of corporate reporting in the UK. The FRC requested further information in relation to the Company's 2021 Interim Financial Report for the period ending 30 September 2021 as published on 28 January 2022 (the "Interim Report"). The letter concerned the financial treatment of the Group's purchase of the 'Chill.com' domain name (the "Domain Purchase"). Specifically, the FRC focused on the treatment of the Domain Purchase within the condensed consolidated statement of cash flows in the 2021 Interim Report which provided for a cash outflow of £1,195,898. This figure was reflective of the full purchase price of the domain, however only £601,986 had been paid during the 2021 Interim Report period with a further £593,912 still outstanding and only settled in June 2022, after the financial period ending 31 March 2022.

Following the review, the Group has undertaken to:

(a) correct the comparative information for the six months ended 30 September 2021 in the unaudited cash flow statement to show the actual amount paid in respect of the Domain Purchase in 2021 (£601,986) and 2022 (£593,912).

(b) disclose the nature and amount of the change made to the cash flow statement that was included in the 2021 Interim Report. That disclosure can be found in Note 3 of this interim report.

The Group recognises that the FRC's review of this matter is inherently limited and does not benefit from a detailed knowledge of the Group's business or the underlying transactions considered. The FRC's role is not to verify the information provided but to consider compliance with reporting requirements as it has done in this instance.

Further to the aforementioned correspondence and corrections, the FRC has closed its enquiries into the Group's 2021 interim report. The Group continues to work with its auditors and advisors to ensure that it complies with all statutory reporting obligations and publishes financial information in an accurate and timely manner. 

Outlook and Future Prospects

This has been a transitionary phase for Chill Brands. The Company has taken steps to redress issues with its operating model following a change to its management structure and fundraising activity during April and May 2022. The Board continues to act to reduce the ongoing costs of the Company's operations to ensure that it is lean and above all well- prepared to navigate the current period of global economic instability.

During the same period it has become increasingly important for companies like Chill Brands to adopt an exceptionally targeted strategy in relation to retail sales of CBD products. In addition to international regulatory uncertainty, CBD brands must now also compete with psychoactive Delta 8, 9, and 10 hemp derivative products that have commenced sales in certain convenience outlets across the United States. Chill Brands is currently unable to participate in the psychoactive cannabinoid product market due to the nature of its London listing and the application of UK law. The Company has therefore adjusted its rollout strategy to primarily target liquor stores, smoke shops, dispensaries, and other specialist retail venues where CBD products continue to show encouraging signs of growth both in terms of revenue and popularity.

It is against this challenging retail environment that the Company has equipped itself with a number of tools that are expected to improve its revenue generation prospects. Chill Brands has now established a US national sales team of brokers and agents whose remuneration comprises performance-based commissions. This approach has enabled the Company to reduce retained costs while improving its access to an expansive array of retail distribution opportunities.

The Company has also secured full ownership of the Chill.com domain and has plans to further exploit that asset. Following a relaunch of the Chill brand and website in October 2022, the Company has recorded improved traffic and return customer rates alongside numerous other key metrics. While continuing to improve its online conversion funnel, Chill Brands intends to establish a marketplace of complementary brands and products that will generate both additional traffic and revenue with the Company taking a percentage of sales made by third-party brands through the site. As stated elsewhere in this report, the Company is negotiating with a number of other brands and intends to sell a wide range of products via its website with several set to launch during Q1 2023.

In addition to commencing sales of products from other brands, the Company has engaged in research and development initiatives with a view to improving the diversity of its own product range. As previously announced, 2023 will see the launch of Chill Brands' new line of nicotine-free vapour products. These products are in high demand and are quickly expected to become a reliable source of revenue for the Company.

Having built the foundations of a strong and appealing brand, the Board believes that the Company is well positioned to achieve sustainable growth by innovating while paying close attention to sales and marketing fundamentals. It is through this brand that Chill Brands will engage consumers with novel products and active ingredients, both as part of its own proprietary range and through sales of third-party products via the Chill.com e-commerce platform.

During 2023 Chill Brands will continue to focus on cash management and the reduction of operating expenses. Through the launch of vapour products, expansion of its retail distribution network, and establishment of a scalable product marketplace on Chill.com, the Board is confident that the Company will also significantly improve its revenue generation prospects.

This interim financial report was approved by the board of Directors on 27 December 2022 and signed on its behalf by:

Callum Sommerton

Chief Executive Officer, Chill Brands Group plc

Consolidated Statement of Comprehensive Income (Unaudited)
For the six months ended 30 September 2022
			Unaudited six months ended 30 September 2022 £		Unaudited six months ended 30 September 2021 £		Audited year ended 31 March 2022 £
Revenue			19,610		1,073,872		624,187
Cost of sales			(49,738)		(756,434)		(738,555)
Obsolete inventory expense			-		-		(664,442)
Gross (loss) profit			(30,128)		317,438		(778,810)
Administrative expenses			(1,249,219)		(1,437,282)		(2,837,400)
Share expenses for options granted			(916,848)		(1,348,903)		(1,958,076)
Operating Loss			(2,196,195)		(2,468,747)		(5,574,286)
Finance income			8,282		32		1,962
Loss on ordinary activities before taxation			(2,187,913)		(2,468,715)		(5,572,324)
Taxation on loss on ordinary activities			-		-		-
Loss for the period from continuing activities			(2,187,913)		(2,468,715)		(5,572,324)
Loss for the period from discontinued activities			(14,749)		(114,960)		(139,179)
Loss for the period			(2,202,662)		(2,583,675)		(5,711,503)
Other comprehensive income
Items that may be re-classified subsequently to profit or loss:   Foreign exchange adjustment on consolidation			324,591		(99,496)		(271,869)
Total comprehensive loss for the period attributable to the equity holders			(1,878,071)		(2,683,171)		(5,983,372)
Earnings (loss) per share attributed to equity holders
Attributable to continuing activities			(0.89)		(1.18)		2.65
Attributable to discontinued activities			(0.01)		(0.06)		0.06
Total			(0.90)		(1.24)		2.71

Consolidated Statement of Financial Position (Unaudited)
At 31 March 2022 and 2021
		Unaudited six months ended 30 September 2022 £		Unaudited six months ended 30 September 2021 £		Audited year ended 31 March 2022 £
Non-Current Assets
Tangible assets		54,621		70,562		54,173
Right of use lease asset		269,855		285,559		260,376
Related party note receivable, net of current portion		-		566,571		-
Intangible assets		1,370,160		1,195,898		1,190,225
Total Noncurrent Assets		1,694,636		2,118,590		1,504,774
Current Assets
Inventories, net		765,644		1,063,278		636,294
Trade and other receivables		414,055		625,568		700,199
Cash and cash equivalents		1,822,322		2,079,779		420,045
Other current assets		53,720		-		-
Total Current Assets		3,055,741		3,768,625		1,756,538
Total Assets		4,750,377		5,887,215		3,261,312
Non-Current Liabilities
Loans, excluding current maturities		3,147,151		67,424		50,463
Right of use lease liability, net of current portion		204,266		231,231		205,672
Total Noncurrent Liabilities		3,351,417		298,655		256,135
Current Liabilities
Current maturities of loans		10,000		10,000		18,494
Trade and other payables		331,981		759,989		730,184
Current portion of right of use lease liability		74,602		58,110		62,390
Accrued liabilities		22,575		618,912		654,071
Total Current Liabilities		439,158		1,447,011		1,465,139
Total Liabilities		3,790,575		1,745,666		1,721,274
Net Assets		959,802		4,141,549		1,540,038
Equity
Share capital		2,451,153		2,120,700		2,120,700
Share premium account		10,421,550		10,298,440		10,298,440
Share based payments reserve		4,751,130		2,780,589		3,389,762
Shares to be issued reserve		16,941		-		89,517
Foreign currency translation reserve		585,368		433,150		260,777
Retained loss		(17,266,340)		(11,491,330)		(14,619,158)
Total Equity		959,802		4,141,549		1,540,038

Consolidated Statement of Changes in Equity
For the six months ended 30 September 2022
		Share Capital £		Share Premium Account £		Share Based Payment Reserve £		Shares To Be Issued Reserve £		Foreign Currency Translation Reserve £		Retained Loss £		Total £
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		-		-		-		-		-		(5,711,503)		(5,711,503)
Other comprehensive income
Translation adjustment		-		-		-		-		(271,869)		-		(271,869)
Total comprehensive loss for the period attributable to the equity holders		-		-		-		-		(271,869)		(5,711,503)		(5,983,372)
Issue of warrant and options		-		-		1,958,076		-		-		-		1,958,076
Shares to be issued		-				-		89,517		-		-		89,517
Shares issued in the period		100,000		5,900,000		-				-		-		6,000,000
Cost relating to share issues		-		(300,001)		-		-		-		-		(300,001)
At 31 March 2022		2,120,700		10,298,440		3,389,762		89,517		260,777		(14,619,158)		1,540,038
Comprehensive income for the period
Loss for the period		-	.	-		-		-		-		(2,202,662)		(2,202,662)
Other comprehensive income
Translation adjustment		-		-		-		-		324,591		-		324,591
Total comprehensive loss for the period attributable to the equity holders		-		-		-		-		324,591		(2,202,662)		(1,878,071)
Issue of warrant and options		-		-		1,361,368				-		(444,520)		916,848
Shares to be issued		-		-		-		22,653		-		-		22,653
Shares issued in the period		330,453		399,471		-		(81,200)		-		-		648,724
Termination of shares to be issued		-		-		-		(14,029)		-		-		(14,029)
Cost relating to share issues		-		(276,361)		-		-		-		-		(276,361)
At 30 September 2022		2,451,153		10,421,550		4,751,130		16,941		585,368		(17,266,340)		959,802

Consolidated Statement of Cash Flows
For the six months ended 30 September 2022
		Unaudited six months ended 30 September 2022 £		Unaudited six months ended 30 September 2021 £ (Restated)		Audited year ended 31 March 2022 £
Cash Flows From Operating Activities
Loss for the period		(2,202,662)		(2,583,675)		(5,711,503)
Adjustments for:
Depreciation and amortization charges		70,541		7,835		113,090
Impairment provision		-		-		664,441
Loss on disposal of tangible and intangible assets		-		-		226
Share expenses for options granted		925,472		1,348,903		1,958,076
Shares issued as compensation		-		-		89,517
Foreign exchange translation adjustment		56,066		(112,157)		(319,545)
Operating cash flow before working capital movements		(1,150,583)		(1,339,094)		(3,205,698)
Decrease (increase) in inventories		(129,350)		175,501		(61,957)
Decrease (increase) in trade and other receivables		286,144		(112,173)		(564,106)
Increase(decrease) in trade and other payables		(398,203)		(845,537)		68,531
Decrease (increase) in other assets		(53,720)		125,873		-
Increase(decrease) in other liabilities		-		(122,091)		-
Increase(decrease) in accrued liabilities		(37,584)		(1,219,750)		(1,199,600)
Net Cash outflow from Operating Activities		(1,483,296)		(3,337,271)		(4,962,830)
Cash Flows From Investing Activities
Purchase of tangible fixed assets		-		(23,800)		(27,443)
Cash paid for intangible assets		(593,912)		(601,986)		(617,198)
Net Cash generated from/(used in) Investing Activities		(593,912)		(625,786)		(644,641)
Cash Flows From Financing Activities
Net proceeds from issue of shares		372,363		5,699,999		5,699,999
Loans made by the Company		(9,572)		-		(11,467)
Issuance of loan noted		3,093,504		-		-
Payments of lease liability		(38,838)		-		(528,001)
Repayment of long-term debt		-		(3,000)
Net Cash Generated from Financing Activities		3,417,457		5,696,999		5,688,532
Net increase in cash and cash equivalents
As above		1,340,249		1,733,942		28,260
Cash and cash equivalents at beginning of period		420,045		333,176		333,176
Foreign exchange adjustment on opening balances		62,028		12,661		58,609
Cash and cash equivalents at end of period		1,822,322		2,079,779		420,045

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 September 2022

NOTE 1 -  GENERAL INFORMATION

Chill Brands Group PLC (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 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting. The comparative figures for 31 March 2022 are extracted from the Group's audited accounts to that date. The comparative figures for the period ended 30 September 2021 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 2022 and expected to be adopted in the financial information by the Group in preparing its annual report for the year ending 31 March 2023.

The financial information in this statement relating to the six months ended 30 September 2022 and the six months ended 30 September 2021 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 2022 does not constitute the full statutory accounts for that period. The Annual Report and Financial Statements for the year ended 31 March 2022 have been filed with the Registrar of Companies.

The financial information of the Group is presented in British Pounds Sterling ("£").

NOTE 3 -  RESTATEMENT OF THE 30 SEPTEMBER 2021 CASH FLOWS STATEMENT

During the Financial Year ending 31 March 2022, the Group entered into an agreement to purchase the Chill.com web domain (the "Domain"). Financial information relating to the purchase of the Domain was recorded in the Group's unaudited 2021 Interim Financial Report as published on 28 January 2022.

A subsequent review of the unaudited 2021 Interim Report by the Corporate Reporting Review Team of the Financial Reporting Council identified that the condensed consolidated statement of cash flows in the Interim Report provided for a cash outflow of £1,195,898. This figure was reflective of the full purchase price of the domain, however only £601,986 had been paid during the Interim Report period with a further £593,912 still outstanding and only settled in June 2022, after the financial period ending 31 March 2022.

The Company's interim cash flow statement for the six months ended 30 September 2021 has been restated. This restatement shows the balance of £601,986 for the purchase of intangible assets, which was the actual amount paid to date for the domain name "Chill.com" during the period, with the offsetting restatement of £593,912 in the decrease of accrued liabilities.

NOTE 4 -  INCOME TAX EXPENSE

No tax is applicable to the Group for the period ended 30 September 2022. 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.

During the Period the Company raised funds through a placing round and an Open Offer to existing shareholders (together, the "Fundraising"). The Fundraising consisted of two parts. The issue of new ordinary shares of 1 pence each at a price of 2 pence per Ordinary Share, and the issue of Convertible Loan Notes at a price of 2 pence per Convertible Loan Note. The Convertible Loan Notes are intended to automatically convert into Ordinary Shares following the approval of a prospectus by the Financial Conduct Authority (FCA) and publication of the same. The conversion of the Convertible Loan Notes would lead to the admittance of 154,675,225 new Ordinary Shares. A complete explanation of the Group's fundraising activities during the Period can be found within the regulatory news announcements dated 26 April 2022, 31 May 2022 and 17 June 2022.

	Earnings £	Weighted average number of shares	Loss per share (pence)
Loss per share attributed to ordinary shareholders	(2,187,913)	245,115,305	(0.90)

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. Recorded Inventories are inclusive of the Group's hemp seed assets of £396,933.  While seed testing continues through a joint venture agreement, there were no recordable biological assets being grown for the six month periods ended September 30, 2022 and 2021. For the periods ended September 30, 2022 and 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 - Ox Distributing LLC. The note receivable provided extended payment terms in relation to the purchase of products in Ox's former capacity as the Group's Master Distributor.  

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 balance of the note was originally recorded at £943,874 (2021). This value was reduced by deductions relating to product that was not delivered to Ox during 2021. The note was further reduced in line with promotional offers and free fills provided to retailers as part of the Group's rollout strategy. To date, Ox has made payments against the note totalling $395,889.34 (circa GBP £324,728.23). At 30 September 2022, the remaining value of the note was recorded as £194,294 and is included under 'Trade and other receivables' within the 'current assets' section of the unaudited interim Consolidated Statement of Financial Position.

NOTE 8 -  INTANGIBLE ASSETS

The Group purchased the domain name Chill.com on 22 June 2021. This domain name is the only intangible asset held by the Group.

This domain name is stated in the accounts at its cost of acquisition less a provision for amortisation. The domain name is amortised over 25 years using the straight line method. The balance as of 30 September was £1,370,160 (2022) and £1,195,898 (2021). The amortisation expense for the period ended 30 September is £28,845 and £nil (2021). The change in the balance of the intangible asset from 30 September 2021 to 30 September 2022 is reflective of amortisation expense and adjusted for foreign currency translation.

NOTE 9 -  LOANS

On 10 June 2020, the Group entered into a BBLS managed by the British Business Bank 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 as of 30 September was £27,500 (2022) and £47,500 (2021).

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 as of September 30 was £26,147 (2022) and £29,924 (2021).

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.

On 26 April 2022, the Company issued convertible loan notes with an aggregate value of £2,916,670 with an interest rate of nil through 30 September 2023 and 10% for the period after 30 September 2023. These convertible loan notes are set to convert automatically and compulsorily into 145,833,500 Ordinary Shares following the approval of a Prospectus by the FCA and publication of the same.

On 17 June 2022, the Company issued convertible loan notes with an aggregate value of £176,835 with an interest rate of nil through 30 September 2023 and 10% for the period after 30 September 2023. These convertible loan notes are set to convert automatically and compulsorily into 8,841,725 Ordinary Shares following the approval of a Prospectus by the FCA and publication of the same.

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, the right of use lease asset had a balance of £269,855 (2022) and £285,559 (2021).

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 2022	212,070,034		2,120,700		10,298,440
20 April 2022 - issuance of shares	10,000		1,000		17,500
21 April 2022 - issuance of shares	500,000		5,000		57,500
26 April 2022 - issuance of shares	29,166,699		291,667		291,667
27 May 2022 - issuance of shares	227		2.27		20.43
17 June 2022 - issuance of shares	1,768,345		17,683		17,683
4 July 2022 - issuance of shares	1,510,000		15,100		15,100
Cost relating to share issues	-		-		(276,361)
Balance at 30 September 2022	245,115,305		2,451,152		10,421,550

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 2022 £		31 March  2022 £
At beginning of period		3,389,762		1,431,686
On options and warrants granted in the year		1,361,368		1,958,076
Released on lapsing of warrants during the year		-		-
At end of period		4,751,130		3,389,762

NOTE 13 -  SUBSEQUENT EVENTS

The Company received new inventory items consisting of CBD pouch products immediately after the end of the Period. CBD pouch products sold during the Period were owned by Ox Distributing LLC and did not generate new revenues for the Group as the sale had already been recorded in the 2021-2022 financial year. CBD pouch products sold between the end of the Period and the publication of this report have been drawn from inventory owned by Chill Brands and have generated new recordable revenues for the Group. 

In October 2022 the Group announced a new sales pilot programme targeting cannabis dispensaries. The initiative is intended to develop a new revenue stream from this unique category of retail outlets. In December 2022 the Group also announced that a sale totalling over $20,000 had been made to a new distributor to stock 60 additional stores across the American Midwest.

The Group's Chill.com e-commerce website was relaunched on 18 October 2022 following a redesign and refresh of the Chill brand. During the first seven days following its relaunch the site generated gross sales in excess of $10,000.

In December 2022 the Group announced that it had commenced the development of a line of nicotine-free vape products. These products are expected to launch during Q1 2023. New inventory of Chill vapour products will be owned by Chill Brands Group plc and its subsidiaries.

 

END

 

 

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