National Storage Mechanism | Additional information

DATE: 13 October 2022

Silverwood Brands plc

("Silverwood" or the "Company")

Interim Unaudited Condensed Consolidated Financial Statements

For the period from incorporation to 31 August 2022

Silverwood Brands plc, an enterprise company established to invest primarily in branded consumer businesses, is pleased to are pleased to report on the first trading period of the Company from incorporation to 31 August 2022. These accounts are unaudited and have not been reviewed by an auditor.

Since the Company's incorporation and admission to trading on the Aquis Stock Exchange Growth Market, the Directors have reviewed a number of possible investment opportunities and will continue to do so. The key highlights of this initial period are:

· Silverwood raised gross proceeds of £1.99 million by way of a subscription for new ordinary shares with an issue price of 40 pence per share contemporaneously with its admission to trading on the Access Segment of the Aquis Stock Exchange Growth Market on 8 November 2022.

· The Directors are pleased that the cost base was tightly managed, and the Company's acquisitions were structured to ensure that performance of the targets is demonstrated before full payment is made.

· In June 2022, the Company acquired 100% of the issued share capital of Balmonds Skincare Limited ("Balmonds") which sells organic and skin friendly skin products.

· Although the Company posted a small loss for the period, it now has established a solid platform to support future growth plans.

· The Directors are carefully assembling a high calibre team of executives, non-executives and advisors to pursue those growth plans.

The Directors accept responsibility for the contents of this announcement.

For more information, please contact:

Silverwood Brands plc
Andrew Gerrie	[email protected]

VSA Capital - AQSE Corporate Adviser and Broker	+44(0)20 3005 5000
Andrew Raca, Simba Khatai, Pascal Wiese (Corporate Finance) Andrew Monk, David Scriven, Peter Mattsson (Corporate Broking)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	YTD

Total Income	£831,415


Total Cost of Sales	£176,172

Gross Profit	£655,243


Total Operating Expenses	£798,341

Operating Profit	-£143,098

Total Non-operating Expenses	£156,005

Net Profit (Loss)	-£299,103

CONSOLIDATED BALANCE SHEET

	31 Aug 2022

Assets

Cash and cash equivalents
Total cash and cash equivalents	£1,761,258

Current Assets
Trade and other receivables	£571,610
Inventories	£192,159
Total Current Assets	£763,769

Fixed Assets
Property, plant and equipment	£26,779
Intangibles	£6,812,208
Total Fixed Assets	£6,838,987


Total Assets	£9,364,015

Liabilities

Current Liabilities
Trade and other payables	£232,231
Total Current Liabilities	£232,231


Total Liabilities	£232,231

Net Assets	£9,131,784

Equity
Share capital	£1,153,134
Share premium	£6,114,909
Other equity	£2,162,840
P&L reserve	-£299,100
Total Equity	£9,131,784

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Called up share capital	Share premium	Other equity	Profit and loss account	Total equity
	£			£	£

Comprehensive income (loss) for the period				-£299,103	-£299,103

Shares issued during the period	£1,153,134	£6,114,909	£2,162,840		£9,430,884


At 31 August 2022	£1,153,134	£6,114,909	£2,162,840	-£299,103	£9,131,784

CONSOLIDATED STATEMENT OF CASH FLOWS

	£

Cash flows from operating activities

Profit (loss) for the financial period	-£299,103

Adjustments for:
Amortisation of intangible assets	£148,385
Depreciation of tangible assets	£7,619
Increase in inventories	-£21,623
Decrease in debtors	£225,060
Decrease in creditors	-£288,430

Net cash generated from operating activities	-£228,091

Cash flows from investing activities

Purchase of tangible fixed assets	-£3,250

Net cash used in investing activities	-£3,250

Cash flows from financing activities

Shares issued	£1,992,600

Net cash from financing activities	£1,992,600

Net increase in cash and cash equivalents	£1,761,259


Cash and cash equivalents at the end of period	£1,761,258

Notes to the Accounts:

Summary of the Acquisition

Prior to the Acquisition, the Company had an existing issued ordinary share capital of 5,324,942 Ordinary Shares.

The consideration for the Acquisition will be satisfied by the initial issue of 4,808,039 new Ordinary Shares ("Initial Consideration Shares") at a deemed share price of 85p per share ("Consideration Price") to Andrew Gerrie and Alison Hawksley (the "Principal Vendors"), and to the other shareholders in Balmonds (the "Minority Vendors") (together the "Vendors"). As part of the Acquisition, the Company conditionally acquired a shareholder loan (the "Balmonds Shareholder Loan") advanced to Balmonds by Andrew Gerrie and Alison Hawksley (the "Balmonds Loan Holders") in exchange for the issue of 1,398,365 new Ordinary Shares at a price equivalent to the Consideration Price (the "Loan Shares") to the Balmonds Loan Holders on or around Admission. As a result, the Company's issued share capital will be enlarged to 11,531,347 Ordinary Shares and is expected to be admitted to trading on the Access Segment of the AQSE Growth Market on 15 June 2022.

The total consideration for the Acquisition amounts to up to £8,000,000, to be satisfied via the issue and allotment of up to 8,013,399 new Ordinary Shares ("Consideration Shares") to the Vendors. The Consideration Shares consists of the Initial Consideration Shares, and up to 3,205,360 Ordinary Shares ("Deferred Consideration Shares") which will be allotted and issued to the Vendors only after the satisfaction of certain performance and other criteria.

1 Preparation of the interim financial statements

These interim financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and with those parts of the Companies Act 2006 applicable to companies reporting under International Financial Reporting Standards (IFRS).

These interim financial statements have not been audited and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.