Anaergia completes C$40.8 million strategic investment; Marny Holdco now controls 60.9% voting rights and appoints chairman of the board

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July 10, 2024 (press release) –

Marny owns over 60% of Anaergia’s outstanding shares, and appoints chairman of the board

Anaergia Inc. (“Anaergia” or the “Company”) (TSX: ANRG), a global renewable fuels leader, is pleased to announce that the third tranche of the previously announced equity investment of C$40.8 million (the “Strategic Investment”) from Marny Investissement SA (“Marny”), through a wholly owned subsidiary, Marny Holdco Inc. (“Marny Holdco”), has closed today, with the issuance of 36,750,000 units of the Company (“Units”) for gross proceeds of C$14.7 million. Each Unit consists of one subordinate voting share of the Company (each a “Subordinate Voting Share”) and 1/5 of one Subordinate Voting Share purchase warrant of the Company (each a “Warrant”). Each Warrant entitles the holder to purchase one additional Subordinate Voting Share at an exercise price of C$0.80 until February 2, 2027. In aggregate, 102,000,000 Units were issued to Marny Holdco pursuant to the Strategic Investment.

This closing of the third tranche of the Strategic Investment follows the resumption of trading yesterday, on the Toronto Stock Exchange (“TSX”), of the Subordinate Voting Shares.

Dr. Andrew Benedek agreed to convert the final-third of all multiple voting shares of the Company held by him into Subordinate Voting Shares on a one-for-one basis in accordance with Anaergia’s constating documents with the closing of the third tranche of the Strategic Investment. With the closing of the third tranche of the Strategic Investment, Dr. Andrew Benedek now holds approximately 19.5% of the voting rights attached to the Subordinate Voting Shares (on a non-diluted basis) and approximately 17.4% of the voting rights attached to the Subordinate Voting Shares (on a partially diluted basis), assuming the exercise in full of the Warrants. Marny Holdco, owns and controls approximately 60.9% of the voting rights attached to the Subordinate Voting Shares (on a non-diluted basis) and approximately 65.2% of the voting rights attached to the Subordinate Voting Shares (on a partially diluted basis), assuming the exercise in full of the Warrants.

In connection with the Strategic Investment, Anaergia has provided an undertaking to the TSX to reclassify the Subordinate Voting Shares as “common shares” and to eliminate the multiple voting shares from Anaergia’s authorized capital within 60 days from the closing of the third tranche of the Strategic Investment. Pursuant to a voting and support agreement, Dr. Andrew Benedek has agreed to vote in favour of the reclassification.

In connection with the closing of the third tranche of the Strategic Investment, Ohad Epschtein, the beneficial owner and a nominee of Marny Holdco, has been appointed to the Company’s board of directors. Owing to Marny’s control position in Anaergia, Mr. Epschtein will assume the role of chairman of the board of directors, previously held by Dr. Andrew Benedek, who continues to serve as a director of the Company.

“I am very pleased that Ohad and his team share my enthusiasm for Anaergia, and that they are dedicated to growing the Company and to optimizing its potential,” said Andrew Benedek. “I have no doubt that Ohad is the right person to lead the board going forward,” added Dr. Benedek.

“Andrew Benedek’s founding of Anaergia, and its growth under his direction has made it among one of the technology leaders in the global renewable biogas sector,” said Ohad Epschtein. “Because of this, we are enthralled by the prospects for this Company, and we are genuinely excited to be part of Anaergia’s journey forward,” added Mr. Epschtein.

About Marny

Marny is a holding company in Luxembourg that invests in investment properties globally. Marny uses modern technology and materials in its build-own and operate projects and works with its global market leader as partners to its investments to increase their value.

About Anaergia

Anaergia was created to eliminate a major source of greenhouse gases (“GHGs”) by cost effectively turning organic waste into renewable natural gas (“RNG”), fertilizer and water through the use of proprietary technologies. With a track record of delivering innovative projects, Anaergia is uniquely positioned to provide solutions to today’s most pressing resource recovery challenges using a broad portfolio of proven technologies and multiple project delivery methods. Anaergia is one of the world’s only companies with a proprietary portfolio of end-to-end solutions that integrate solid waste processing as well as wastewater treatment with organics recovery, high efficiency anaerobic digestion, RNG production and recovery of fertilizer and water from organic residuals. The combination of these technologies enhances carbon-negative biogas, clean water and natural fertilizer production, utilizes a minimized footprint and lowers waste and wastewater treatment costs and GHG emissions.

For further information please see:

Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable securities legislation, which reflects Anaergia’s current expectations regarding future events, including but not limited to, the growth of the Company and optimizing its potential. Forward-looking information is based on a number of assumptions, including, but not limited to the Company’s ability to grow and optimize its potential. The Company is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Company’s annual information form for the fiscal year ended December 31, 2023 and under “Risks and Uncertainties” in the Company’s most recent management’s discussion and analysis. Actual results could differ materially from those projected herein. Anaergia does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws. Additional information on these and other factors that could affect Anaergia’s operations or financial results are included in Anaergia’s reports on file with Canadian regulatory authorities.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States or other jurisdiction in which such offer, solicitation or sale would be unlawful.

For media and/or investor relations please contact:

Source: Anaergia Inc.

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