Placing to raise £755,000

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Distil PLC

("Distil" or the "Company")

Placing to raise £755,000

Distil plc (AIM:DIS), owner of premium drinks brands RedLeg Spiced Rum, Blackwoods Gin and Vodka, TRØVE Botanical Vodka and Blavod Black Vodka, is pleased to announce it has conditionally raised £755,000 (before expenses) through a placing of new ordinary shares of 0.1p each in the Company ("Ordinary Shares") with new and existing investors (the "Placing").

Highlights

· Placing to raise £755,000 (before expenses) through the issue of 580,769,230 new Ordinary Shares (the "Placing Shares") at an issue price of 0.13p per share (the "Issue Price"). The Placing is being conducted in two tranches:

o  290,606,000 Placing Shares (the "First Tranche Placing Shares") have conditionally been issued pursuant to the Company's existing share allotment authorities, raising £377,788 (the "First Tranche Placing"); and

o  290,163,230 Placing Shares (the "Second Tranche Placing Shares") will be issued subject to approval at the Company's upcoming annual general meeting being held at 11.00 a.m. on 30 September 2025 (the "AGM") of resolutions (the "Resolutions") to approve new share allotment authorities for the Company, raising a further £377,212 (the "Second Tranche Placing");

· Dr Graham Cooley is investing £100k for 76,920,000 new Ordinary Shares via the Placing; and

· warrants over 580,769,230 shares exercisable at 0.2p per warrant will also be issued to participants in the Placing (the "Placing Warrants").

Background to and reasons for the Placing

On 13 March 2025, the Company announced that the board of Distil ("Board" or "Directors") was undertaking a review of the strategic options available to the Company to determine how best to support the Company in delivering long-term shareholder value. Whilst this review remains ongoing, the Company is undertaking the Placing in order to meet its near-term cash requirements.

Current trading and use of proceeds

On 24 July 2025, the Company announced an operational update on Distil and the Ardgowan Distillery ("Ardgowan"). Since then, trading in Q2 of the current financial year ending 31 March 2026 ("FY26") has improved on Q1. Q2 revenues are expected to be approximately £247k (which if achieved would represent an increase of 269% on Q1 and 1% on Q2 FY25), with £198k having been recorded in July and August (unaudited). Calendar year revenues for the nine months ending 30 September 2025 are therefore expected to total approximately £744k, a 6% increase on the prior year.

The net proceeds of the Placing of approximately £680,000 will be used by the Company for general working capital purposes and to enable the completion of the audit for the year ended 31 March 2025. The Directors consider that the net proceeds will provide the Company with sufficient working capital for the next 12 months, subject to achievement of sales over the period in line with the Board's reasonable expectations.

Details of the Placing

The Company has conditionally placed through its broker, Allenby Capital Limited, 580,769,230 Placing Shares at the Issue Price to raise £755,000, before expenses pursuant to the Placing.

The Placing is being conducted in two tranches because the Company currently has limited shareholder authority to issue new Ordinary Shares for cash on a non-pre-emptive basis. Details of the two tranches of the Placing are set out below.

First Tranche Placing

290,606,000 First Tranche Placing Shares have conditionally been placed utilising the Company's existing share allotment authorities. The conditional placing of the First Tranche Placing Shares at the Issue Price has raised £377,788 (before expenses) for the Company.

The First Tranche Placing is conditional, inter alia, upon:

(a) the placing agreement between the Company and Allenby Capital ("Placing Agreement") not having been terminated in accordance with its terms; and

(b) admission of the First Tranche Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 18 September 2025 (or such later time and/or date as the Company, SPARK Advisory Partners Limited ("SPARK") and Allenby Capital may agree).

Second Tranche Placing

290,163,230 Second Tranche Placing Shares have conditionally been placed at the Issue Price pursuant to the Second Tranche Placing, raising £377,212 (before expenses).

The Second Tranche Placing is conditional, inter alia, upon:

(a) the passing of the Resolutions at the AGM;

(b) the Placing Agreement not having been terminated in accordance with its terms; and

(c) admission of the Second Tranche Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 2 October 2025 (or such later time and/or date as the Company, SPARK and Allenby Capital may agree).

The Placing is not being underwritten.

The Placing Shares will represent approximately 29 per cent. of the enlarged share capital following completion of the Placing.

Warrants

Conditional on the passing of the Resolutions at the AGM, placees in the Placing will be issued with Placing Warrants (each Placing Warrant giving the right to subscribe for one Ordinary Share) on the basis of one Placing Warrant for every one Placing Share subscribed for. The Placing Warrants will be exercisable at a price of 0.2 pence per Ordinary Share at any time up to two years following the date of Second Admission. In aggregate, 580,769,230 Placing Warrants will be issued which, if exercised in full, would result in proceeds of approximately £1.2 million.

The Placing Warrants will be unlisted, and no application will be made to admit the Placing Warrants to trading on any stock exchange.

The Placing Price represents a discount of approximately 26 per cent. to the closing mid-market price of an Ordinary Share of 0.175 pence per on 12 September 2025, being the last practical date prior to the date of this announcement. The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares.

Related party transaction

Dr Graham Cooley is currently interested in 275,150,000 Existing Ordinary Shares (representing 18.94 per cent. of the Company's current issued share capital) and has subscribed for 76,920,000 Placing Shares. As a substantial shareholder in the Company, Dr Cooley is a related party under the AIM Rules, and the participation of Dr Cooley in the Placing is a related party transaction under AIM Rule 13 of the AIM Rules.

The Directors have considered the participation of Dr Cooley in the Placing. Having consulted with SPARK Advisory Partners, the Company's nominated adviser, the Directors consider that the terms of Dr Cooley's participation in the Placing are fair and reasonable insofar as Shareholders are concerned.

Admission to trading on AIM

Application has been made to the London Stock Exchange plc for the First Tranche Placing Shares to be admitted to trading on AIM ("First Admission"). It is currently anticipated that First Admission will become effective and that dealings in the First Tranche Placing Shares will commence on AIM at 8.00 a.m. on or around 18 September 2025.

Subject to, inter alia, the approval of the Resolutions at the AGM, application will be made to the London Stock Exchange plc for the Second Tranche Placing Shares to be admitted to trading on AIM ("Second Admission"). Assuming the Resolutions are passed at the AGM, it is anticipated that that Second Admission will become effective and that dealings in the Second Tranche Placing Shares will commence on AIM at 8.00 a.m. on or around 2 October 2025.

Total voting rights

On First Admission, the Company will have 1,743,636,539 Ordinary Shares in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 1,743,636,539 and this figure may be used by shareholders from First Admission 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 FCA's Disclosure Guidance and Transparency Rules.

A further announcement will be made in relation to the total voting rights in the Company's share capital following Second Admission.

Don Goulding, Executive Chairman of the Company, commented:

"I'm pleased to announce a successful round of fundraising, the majority of which will be used as working capital to enable us to activate strongly during our upcoming peak trading period. 

"In addition, funds will be used to complete and open the Blackwoods Brand Home on the site of the Ardgowan Distillery, as well as support new markets and new listings in the UK on-trade. 

"I extend my thanks to our existing shareholders who have shown their continued support during this raise, as well as to new shareholders, who we welcome to the business."

For further information:

IMPORTANT NOTICES

Notice to Distributors

Solely for the purposes of the temporary product intervention rules made under sections S137D and 138M of the FSMA and the FCA Product Intervention and Product Governance Sourcebook (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined under the FCA Conduct of Business Sourcebook COBS 3 Client categorisation, and are eligible for distribution through all distribution channels as are permitted by the FCA Product Intervention and Product Governance Sourcebook (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing offer no guaranteed income and no capital protection; and an investment in the Placing is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

General

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Broker to the Company in connection with the Placing. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Allenby Capital for its own fraud.