Holding(s) in Company

21st April 2022

Woodbois Limited

("Woodbois", the "Group" or the "Company")

Conversion of 50 million Non-Voting Shares

Holdings in Company

Woodbois, the African focused sustainable forestry and timber trading company, has been informed by Rhino Ventures Limited ("Rhino") that it has disposed of 325,000,000 Non-Voting Ordinary Shares in the Company to an unconnected third party (the "Purchaser") (the "Disposal").

 The Company has also received a request by the Purchaser, in accordance with the terms of Non-Voting Shares, for the conversion, on a one-to-one basis, of 50,000,000 of its 325,000,000 Non-Voting Ordinary Shares into Voting Ordinary Shares in the Company (the "Conversion"). The Conversion will be effective on Admission (as defined below).

The Non-Voting Shares were originally issued to Rhino on 6 August 2020. Under the Company's articles of association Rhino may not convert its holding of Non-Voting Shares into Voting Ordinary Shares if by doing so it would increase its holding in the Voting Ordinary Shares in issue, when taken together with any of its affiliates or persons acting in concert, to be equal to or exceed 28% of the enlarged issued Voting Ordinary Share capital in the Company. The Company has received confirmation from Rhino and the Purchaser that they are not acting in concert.

Following the Disposal and the conversion Rhino still holds 409,400,000 Voting Ordinary Shares in the Company, which will represent 21.46% of the enlarged issued Voting Ordinary Shares, as well as 52.17% of the 575,000,000 Non-Voting Ordinary Shares. Also, as announced on 13th January 2022 the Company has a $2.0 million unsecured general-purpose two-year facility outstanding from Rhino.

Application has been made to the London Stock Exchange for the admission to trading of the 50,000,000 new Voting Ordinary Shares resulting from the Conversion, which is expected at 8.00am on 22 April 2022 ("Admission").

Following Admission, the Company's total number of Ordinary Shares in issue will remain 2,482,117,053 and this will consist of 1,907,117,053 Voting Ordinary Shares and 575,000,000 Non-Voting Ordinary Shares. The aforementioned figure of 1,907,117,053 Voting Ordinary Shares may be used by shareholders in the Company 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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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Background on Woodbois

Woodbois Limited (AIM:WBI) is an African-focused forestry company, divided into three distinct, but highly complementary divisions comprising the production and supply of sustainable African hardwood products, the trading of hardwood and hardwood products, and a reforestation and carbon credit division.

Woodbois' forestry division has production facilities in Gabon and Mozambique, managing a total of c470,000 hectares of natural forest concessions. The trading division comprises a highly experienced team of timber specialists, who source and supply sustainable timber to a global customer base. Its proprietary technology developed in house, captures, stores and presents data, providing a matching engine to build scale and optimise trading opportunities with its global customer base.

The Company's carbon sequestration and trading division was formed in March 2021 and aims to generate voluntary carbon credits for corporate partners through the delivery of large-scale reforestation projects.

The Company's focus on the transparency and sustainability of its timber operations has been recognised by The Zoological Society of London, which ranked Woodbois joint sixth in its Sustainability Policy Transparency Toolkit ('SPOTT'') ESG policy transparency assessments for the worldwide timber and pulp industries for 2021.

Please follow the Company on Twitter: @WoodboisLtd