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

NORTH SAANICH, BC, Feb. 5, 2024 /CNW/ - Dr. Andrew Benedek announced today that he has converted 9,872,049 multiple voting shares (the "Multiple Voting Shares") of Anaergia Inc. ("Anaergia") into 9,872,049 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") agreed to subscribe for 102,000,000 units ("Units") of Anaergia at a price of $0.40 per Unit for total consideration of approximately C$40.8M (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 for a period of three years following the closing of the first tranche of the Strategic Investment.

The Strategic Investment will close in three tranches. The first tranche is for 31,250,000 Units, the second tranche will be for 34,000,000 Units, and the third tranche will be for 36,750,000 Units for gross proceeds of C$40.8 million. The first tranche closed on February 2, 2024, and the second and third tranches may close no later than March 15, 2024.

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 (the "Conversion") resulting in him holding 22,350,320 Multiple Voting Shares and 10,272,049 Subordinate Voting Shares. Dr. Andrew Benedek now owns approximately 60.9% of the voting rights attached to the Subordinate Voting Shares (6.3%) and the Multiple Voting Shares (54.6%) (on a non-diluted basis) representing a voting rights decrease of approximately 18.9%. Prior to the Conversion, Dr. Andrew Benedek owned approximately 79.8% of the voting rights attached to the Subordinate Voting Shares (0.25%) and Multiple Voting Shares (79.5%) (on a non-diluted basis) through his holding of 32,222,369 Multiple Voting Shares and 400,000 Subordinate Voting Shares.

On closing of the second tranche of the Strategic Investment, Dr. Andrew Benedek will convert an additional 10,740,790 Multiple Voting Shares into 10,740,790 Subordinate Voting Shares and will own approximately 40.8% of the voting rights attached to the Subordinate Voting Shares (12.7%) and the Multiple Voting Shares (28.1%) (on a non-diluted basis).

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).

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 470 Lands End Road, North Saanich, BC V8L 5L9.

SOURCE Andrew Benedek