Agilyx — Share Issue/Capital Change 2024

Aug 21, 2024

AGILYX ASA – Successful Completion of USD 40 Million Private Placement.

AGILYX ASA – Successful Completion of USD 40 Million Private Placement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 21 August 2024

Reference is made to the stock exchange announcement published by Agilyx ASA (“Agilyx” or the “Company”) today regarding the Company contemplating to raise gross proceeds of approximately the NOK equivalent of USD 87 million to fully fund Agilyx´ pro-rata share of a second Cyclyx Circularity Center ("CCC#2") and related working capital requirements. The fully committed financing package includes (i) a USD 40 million equity private placement of new shares in the Company (the "Offer Shares") that was fully underwritten by existing shareholders (the "Private Placement") (ii) a USD 40 million senior secured debt financing guaranteed by DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and (iii) a USD 7 million unsecured credit facility provided by Saffron Hill Ventures 2 LP ("SHV").

The Company hereby announces the successful completion of the Private Placement of 14,000,000 Offer Shares at an offer price of NOK 30 per share (the "Offer Price"), representing a discount of 8.54% to the closing price on 21 August 2024, for gross proceeds of the NOK equivalent of approximately USD 40 million.

The Company has engaged Carnegie AS and DNB Markets as joint bookrunners (together, the "Joint Bookrunners") and Arctic Securities AS as co-manager (collectively, the "Managers") to assist the Company in the Private Placement.

Following completion of the Private Placement, the Company will have a share capital of NOK 2,193,724.08 divided on 109,686,204 shares, each with a nominal value of NOK 0.02.

The following primary insiders have subscribed for and been allocated Offer Shares in the Private Placement at the Offer Price:

• Saffron Hill Ventures 2 LP, a close associate CEO of the Company Ranjeet Bhatia, has been allocated 2,800,000 Offer Shares at the Offer Price

• Corvina Holdings Limited, a company controlled by Virgin Group, a close associate to chair of the Company's board of directors Peter Norris, has been allocated 350,000 Offer Shares at the Offer Price

Notification of allocation will be sent to investors on or about 22 August 2024. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 26 August 2024. Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Stock Exchange, pursuant to a share lending agreement between DNB Markets (on behalf of the Managers), the Company and SHV. The Offer Shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by the Company's board of directors (the "Board") pursuant to an authorization granted by the annual general meeting of the Company on 16 May 2024.

The share loan will be settled in two tranches as the total number of Offer Shares to be issued in the Private Placement will result in the Company being required to publish a listing prospectus in accordance with the requirements in the EU Prospectus Regulation: (i) tranche 1 will consist of 8,737,240 Offer Shares, equal to the number of Offer Shares that can be issued and listed without triggering the requirement of publishing a listing prospectus (“Tranche 1”); and (ii) tranche 2 will consist of up to 4,319,140 Offer Shares ("Tranche 2", and together with Tranche 1, the "Tranches"). The Offer Shares in Tranche 2 will be issued on a separate, temporary ISIN pending approval by the Norwegian Financial Supervisory Authority of a listing prospectus and will thus not be listed or tradeable on Oslo Børs until such listing prospectus has been published.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, particularly in light of the current market conditions and the purpose for which the funds are raised. Thus, the waiver of the preferential rights inherent in a directed share capital increase through issuance of new shares is considered necessary.

By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, with a limited discount compared to the closing price on Oslo Børs as of the end of 21 August 2024. The shares issued in the Private Placement represent 14.6% of the total outstanding shares of the Company prior to the Private Placement. The Company and the Managers have also as part of the Private Placement been in contact with shareholders representing a significant amount of the outstanding shares. The Board has on this basis resolved to not proceed with a subsequent repair offering towards shareholders who did not participate in the Private Placement.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation.

Advisors

Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners and Arctic Securities AS is acting as co-manager.

Advokatfirmaet Schjødt is acting as legal advisor to the Company in connection with the Private Placement.

About Agilyx

Agilyx ASA is at the forefront of plastic waste recycling, enabling the conversion of challenging post-use plastics into high-value, virgin-equivalent products. Recognizing that availability of high-quality custom feedstock is critical for scaling recycling processes, Agilyx, through its Cyclyx subsidiary, provides tailored feedstock solutions to global plastic producers. By advancing from a linear "make-take-waste" model to a sustainable circular economy, Agilyx supports the transition to a low-carbon future. Our adaptable approach ensures bespoke solutions, leveraging extensive IP and Cyclyx’s feedstock expertise to meet diverse customer needs. For more information, visit Agilyx Products & Services and Cyclyx.

Important information:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.