DR. ANDREW BENEDEK REPORTS OWNERSHIP OF MULTIPLE VOTING SHARES AND SUBORDINATE VOTING SHARES OF ANAERGIA INC.

NORTH SAANICH, BC, April 2, 2024 /CNW/ - Dr. Andrew Benedek announced today that he has converted 10,740,790 multiple voting shares (the "Multiple Voting Shares") of Anaergia Inc. ("Anaergia") into 10,740,790 subordinate voting shares (the "Subordinate Voting Shares").

On December 17, 2023, Anaergia entered into an arm's length, three tranche, non-brokered private placement whereby Marny Investissement SA, through a wholly owned subsidiary Marny Holdco Inc. ("Marny Holdco"), agreed to subscribe for 102,000,000 units of Anaergia ("Units") at a price of $0.40 per Unit for total consideration of approximately C$40.8 million (the "Strategic Investment"). Each Unit is comprised of one Subordinate Voting Share and 1/5 of one Subordinate Voting Share purchase warrant of Anaergia (each a "Warrant"). Each Warrant entitles Marny Holdco to purchase one additional Subordinate Voting Share at an exercise price of C$0.80 until February 2, 2027.

The Strategic Investment will close in three tranches. The first tranche of 31,250,000 Units closed on February 2, 2024, the second tranche of 34,000,000 Units closed on April 1, 2024 and the third tranche of 36,750,000 Units will close on or around April 5, 2024, for gross proceeds of C$40.8 million.

As part of the Strategic Investment, Dr. Andrew Benedek agreed to waive his pre-existing right to participate on a pro rata basis in equity financings by Anaergia and to convert 31%, 33% and 36% of the Multiple Voting Shares held by him into Subordinate Voting Shares on a 1-for-1 basis in accordance with Anaergia's constating documents with the closing of each tranche of the Strategic Investment, respectively.

On February 2, 2024, Anaergia announced the closing of the first tranche of the Strategic Investment. As a result, Dr. Andrew Benedek converted 9,872,049 Multiple Voting Shares into 9,872,049 Subordinate Voting Shares, resulting in Dr. Andrew Benedek holding 22,350,320 Multiple Voting Shares and 10,272,049 Subordinate Voting Shares.

On April 1, 2024, Anaergia announced the closing of the second tranche of the Strategic Investment. As a result, Dr. Andrew Benedek converted an additional 10,740,790 Multiple Voting Shares into 10,740,790 Subordinate Voting Shares (the "Second Conversion") resulting in Dr. Andrew Benedek holding 11,609,530 Multiple Voting Shares and 21,012,839 Subordinate Voting Shares.

Dr. Andrew Benedek now owns approximately 40.8% of the voting rights attached to the Subordinate Voting Shares (12.7%) and Multiple Voting Shares (28.1%) (on a non-diluted basis) representing a voting rights decrease of approximately 20.1%. Prior to the Second Conversion, Dr. Andrew Benedek owned approximately 60.9% of the voting rights attached to the Subordinate Voting Shares (6.3%) and Multiple Voting Shares (54.6%) (on a non-diluted basis) through his holding of 22,350,320 Multiple Voting Shares and 10,272,049 Subordinate Voting Shares.

On closing of the third tranche of the Strategic Investment, Dr. Andrew Benedek will convert his remaining 11,609,530 Multiple Voting Shares into 11,609,530 Subordinate Voting Shares and will own approximately 19.5% of the voting rights attached to the Subordinate Voting Shares (on a non-diluted basis). As a result of the third tranche conversion, nil Multiple Voting Shares will be issued and outstanding.

In connection with the Strategic Investment, Anaergia has provided an undertaking to the Toronto Stock Exchange 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 will agree to vote in favour of the reclassification.

This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires that an early warning report be filed under Anaergia's profile on SEDAR+ (www.sedarplus.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Andrew Spence, Chief Financial Officer of Anaergia (tel: [phone]; email: [email protected]). Anaergia's head office is located at 4210 South Service Road, Burlington, Ontario, L7L 4X5.

Dr. Andrew Benedek is the Executive Chairman and Director of Anaergia. His address is 4210 South Service Road, Burlington, Ontario L7L 4X5.

SOURCE Andrew Benedek