Anaergia Announces Completion of the Second Tranche of the Strategic Investment

April 1, 2024

Anaergia Inc. (“Anaergia” or the “Company”) (TSX: ANRG), a global renewable fuels leader, is pleased to announce that the second 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 with the issuance of 34,000,000 units of the Company (“Units”) for gross proceeds of C$13.6 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 connection with the closing of the second tranche of the Strategic Investment, Assaf Onn, a nominee of Marny Holdco, has been appointed to the Company’s board of directors to fill the vacancy created by the resignation of Douglas Fridrik Parkhill. The Company would like to sincerely thank Rik for his service and contributions to the Company.

Dr. Andrew Benedek agreed to convert one-third of all multiple voting shares of the Company (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 (the “Conversion”). With the closing of the second tranche of the Strategic Investment, Dr. Andrew Benedek now holds approximately 40.8% of the voting rights attached to the Subordinate Voting Shares and Multiple Voting Shares (on a non-diluted basis) and approximately 37.8% of the voting rights attached to the Subordinate Voting Shares and Multiple Voting Shares (on a partially diluted basis). Marny Holdco, owns and controls approximately 39.4% of the voting rights attached to the Subordinate Voting Shares and Multiple Voting Shares (on a partially diluted basis) and approximately 43.9% of the voting rights attached to the Subordinate Voting Shares and Multiple Voting Shares (on a partially diluted basis), assuming the exercise in full of the Warrants.

Please refer to the Company’s news releases dated December 18, 2023, January 2, 2024, January 19, 2024, January 25, 2024, February 2, 2024, March 13, 2024, and March 28, 2024 for more information with respect to the Strategic Investment.

About Marny

Marny is a Luxembourg-based holding company which focuses on investment properties in central and eastern Europe. Marny invests in high-quality projects that utilize advanced technology and materials and through Marny’s collaborations with its partners it ensures that its investments are well-managed and yield maximum 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.

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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, statements regarding the closing of the remaining tranche of the Strategic Investment and the release of the Units thereunder upon Anaergia’s receipt of gross proceeds and the timing thereof. Forward-looking information is based on a number of assumptions, including, but not limited to the timeliness of Anaergia’s receipt of the gross proceeds; the ability of the parties to satisfy the conditions required to close the remaining tranche of the Strategic Investment; the Company’s ability to meet its financing and liquidity requirements on a continuing basis. 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, counterparty risk exposure and the factors discussed under “Risk Factors” in the Company’s annual information form for the fiscal year ended December 31, 2022 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.

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Source: Anaergia Inc.