Anaergia closes third tranche of financing with Marny
2024-07-10 18:30 ET - News Release
Mr. Andrew Benedek reports
ANAERGIA ANNOUNCES COMPLETION OF STRATEGIC INVESTMENT
Anaergia Inc. has closed the third tranche of the previously announced equity investment of $40.8-million from Marny Investissement S.A., through a wholly owned subsidiary, Marny Holdco Inc., with the issuance of 36.75 million units of the company for gross proceeds of $14.7-million. Each unit consists of one subordinate voting share of the company and one-fifth of one subordinate voting share purchase warrant of the company. Each warrant entitles the holder to purchase one additional subordinate voting share at an exercise price of 80 cents until Feb. 2, 2027. In aggregate, 102 million 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, of the subordinate voting shares.
Dr. Andrew Benedek agreed to convert the final one-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. Benedek now holds approximately 19.5 per cent of the voting rights attached to the subordinate voting shares (on a non-diluted basis) and approximately 17.4 per cent 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 per cent of the voting rights attached to the subordinate voting shares (on a non-diluted basis) and approximately 65.2 per cent 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. 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 Dr. 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 Mr. 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 Investissement S.A.
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 Inc.
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 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 waste water treatment with organics recovery, high-efficiency anaerobic digestion, RNG (renewable natural gas) 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 waste water treatment costs and GHG emissions.