NORTH
SAANICH, BC, July 11,
2024 /CNW/ - Dr. Andrew
Benedek announced today that he has converted 11,609,530
multiple voting shares (the "Multiple Voting Shares") of
Anaergia Inc. ("Anaergia") into 11,609,530 subordinate
voting shares of Anaergia (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 closed 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 closed on
July 10, 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 10,740,790 Multiple Voting Shares into
10,740,790 Subordinate Voting Shares resulting in Dr. Andrew Benedek holding 11,609,530 Multiple
Voting Shares and 21,012,839 Subordinate Voting Shares.
On July 10, 2024, Anaergia
announced the closing of the third and final tranche of the
Strategic Investment. As a result, Dr. Andrew Benedek converted 11,609,530 Multiple
Voting Shares into 11,609,530 Subordinate Voting Shares (the
"Third Conversion") resulting in Dr. Andrew Benedek holding nil Multiple Voting
Shares and 32,622,369 Subordinate Voting Shares.
Dr. Andrew Benedek now owns
approximately 19.5% of the voting rights attached to the
Subordinate Voting Shares (on a non-diluted basis) representing a
voting rights decrease of approximately 21.3%. Prior to the Third
Conversion, Dr. Andrew Benedek owned
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) through his holding of 11,609,530
Multiple Voting Shares and 21,012,839 Subordinate Voting
Shares.
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 Gregory Wolf, Chief
Financial Officer of Anaergia (tel: (905) 766-3333; email:
info@anaergia.com). 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