Pryme N.V. — Interim / Quarterly Report 2021

Sep 17, 2021

Financial Report H1, 2021 of

Pryme B.V. (formerly known as CRC Holding B.V.)

For the period January 1, 2021 until June 30, 2021

Table of contents

Operations report	3
Consolidated financial statements	6
Consolidated balance sheet	7
Consolidated profit and loss accounts	9
Consolidated Cash flow statement	10
Notes to the consolidated financial statements	11

Operations report

General information

Pryme B.V., registered at the Chamber of Commerce in The Netherlands under number 75055449 (hereafter referred to as "Pryme").

Pryme BV is an innovative cleantech company focused on converting plastic waste into valuable products through chemical recycling on an industrial scale. Its efficient and scalable technology is based on the industry-known pyrolysis process that has been further developed and optimized with proprietary characteristics.

The company is currently building its first plant in the port of Rotterdam with an estimated annual pyrolysis hydrocarbon capacity of 45'000 mt, which is scheduled to start commissioning in Q2 2022.

Pryme's ambition is to contribute to a low carbon, circular plastic economy and to realise the potential of its technology through industrial scaling by developing a portfolio of owned-operated and licenced plants, potentially with strategic partners.

Highlights H1

During H1 2021 the group has been working on the construction of the Phase I plant and the building up of the organisation for our future plans. This is reflected in the financial statements, with no revenues to date and increasing personnel related expenses as planned. On the balance sheet the main movements relate to the funding obtained through the listing process, strengthening the equity position of the group and the capital expenditures related to the Phase I plant, with a significant amount still remaining as cash to fund the capital expenditures until completion and the operational expenditures during the period up to the Phase I plant becoming operational.

Construction

The construction of Phase I is progressing as planned. All long lead equipment items have been ordered and are expected to be delivered within the timelines of the planning. This resulted in a CAPEX expenditure for the first 6 months of € 5.690.507. The down payments for our long lead items are all covered by bank guarantees or parent company guarantees. In addition, the engineering on the blueprints for the typical and mega plants for the future has commenced.

Funding

Pryme B.V. listed on February 16, 2021 on the Euronext Growth exchange in Oslo, Norway. Upon listing, a total of € 25 million of new capital was raised, thereby securing financing for the construction phase of the first plant as well as operational expenses through Q3 2022. In addition to this the group has signed an asset backed financing arrangement with Rabobank for a total amount of € 8.2 million, based on a leasing construction underpinned by the equipment of the first plant.

Personnel

During H1 we conducted the search for the primary technical vacancies of plant manager for the Phase I plant and the roll out manager for the Phase II and following plants. Both searches were completed successfully resulting in onboarding in Q3, 2021 for both crucial management positions for the further development of the group.

Risks

The ongoing Covid-19 situation is a clear indication that some risks are beyond the control of the group while (potentially) impacting the group, its investment project and its future operations significantly. To date the impact of the Covid-19 situation is limited, but potentially could impact the timing of the build phase through restrictions of deliveries or related support operations.

The analyses of other general and specific risks as included in the annual accounts of 2020 remain unchanged.

Outlook for the remainder of 2021 and onwards

Influences on future results

Future operational results will for a large part be dependent on market prices of both delivered feedstock of plastic waste and of the produced mix of hydrocarbons. As the first plant will not be operational before Q2 2022, the impact of any price changes is expected to be limited until that moment.

Construction

The group expects to complete the construction of the Phase I plant in line with the planning. In August the construction of the concrete slab on which the steel structure is to be built has commenced. It is expected that this construction will be completed in time for the scheduled build up phase and the arrival of the first long lead equipment items in November 2021.

Funding

The Phase 1 plant is expected to be cash positive after the commissioning phase which is scheduled for Q2 and Q3, 2022, and as such no additional financing needs are foreseen for phase I of the organisation.

The investments for the coming period will continue to be focussed on the construction of the phase I plant. No significant other investments are foreseen in 2021.

Personnel

The group expects to further complete the search for the technical team required for the operational activities of the Phase I plant in the coming months, with an expected onboarding mainly in Q1, 2022. In addition, the group is looking to add knowhow on the technical topics related to our R&D facility.

Two experienced independent board members have been nominated to further strengthen our organisation. These nominations will be tabled for confirmation at an extraordinary general meeting of shareholders on October 11, 2021.

Supply and offtake

The group has continued negotiations with potential strategic value chain partners both on the supply of feedstock as well as on the offtake of the expected production of hydrocarbons. This has resulted in a signed contract for the offtake side with a major petrochemical player since June 30, 2021.

Research and development

Pryme is focussed on further developing its processes of chemical recycling of plastic waste. In order to ensure the optimization of its processes, the group will continue to research improvements in both quality and efficiency. The research and development will be done largely from our Research and Development facility which will be located at the University of Ghent. We will cooperate with this university to conduct our research activities at this site, which will be funded optimally through various grants that are in the process of being applied for.

Statement by management and Board of Directors

Management and the Board of Directors have today considered and approved the financial management report of Pryme B.V. (collectively "the Group") for the period January 1, 2021 up to June 30, 2021.

We confirm, to the best of our knowledge, that the condensed set of consolidated financial statements for the period January 1, 2021 to June 30, 2021 has been prepared in accordance with Dutch accounting principles – Interim Financial Reporting, and gives a true and fair view of Pryme BV and its Group companies' assets, liabilities, financial position and profit or loss as a whole. We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the first six months of the financial year 2021 and their impact on the condensed set of consolidated financial statements, a description of the principal risks and uncertainties for the remaining six months of the financial year, and major related parties' transactions.

Kapelle, September 16, 2021 Pryme B.V.

R.H.K. van Meirhaeghe J.D. van der Endt B.R. van Vliet

CONSOLIDATED FINANCIAL STATEMENTS JANUARY 1, 2021 UNTIL JUNE 30, 2021

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2021

(After proposal appropriation of result)

		30-06-2021			31-12-2020
		€	€	€	€
ASSETS
FIXED ASSETS
Intangible assets Development costs	1		2.290.674		2.290.674
Property, plant and equipment Machinery	2	14.407.587		8.729.086
Other fixed assets		14.269		2.500
			14.421.856		8.731.586
Financial assets Other amounts receivable	3		42.194		37.303
CURRENT ASSETS
Receivables
Receivables from group companies Other receivables and accrued assets 5	4	490.139 740.986		491.373 614.569
			1.231.125		1.105.942
Cash and cash equivalents	6		15.932.694		154
Total assets			33.918.543		12.165.659

			30-06-2021		31-12-2020
EQUITY AND LIABILITIES		€	€	€	€
EQUITY
Share capital	7	15.000		10.000
Share premium reserve	8	30.103.997		7.413.484
Legal and statutory reserves	9	2.290.674		2.290.674
General reserve		-4.049.202		-2.658.593
			28.360.469		7.055.565
LONG-TERM LIABILITIES	10
Accruals and deferred income			4.991.511		4.991.511
CURRENT LIABILITIES AND AC
CRUALS AND DEFERRED INCOME
Trade payables	11	473.879		585.297
Liabilities to group companies	12	-		2.281
Payables relating to taxes and social	13
security contributions		271		137
Other liabilities and accrued expenses 14		92.413		116.734
			566.563		704.449
Total liabilities			33.918.543		12.165.659

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR H1 2021

		1 January – 30 June		1 January – 31 December
			2021		2020
		€	€	€	€
Wages and salaries	15	5.700		11.778
Other operating expenses	16	767.258		575.934
Total of sum of expenses			772.958		587.712
Total of operating result			-772.958		-587.712
Other interest and similar income	17	1.880		2.892
Interest and similar expenses	18	-33.665		-1.046
Financial income and expense			-31.785		1.846
Total of result of activities before tax			-804.743		-585.866
Income tax expense			-		-
Total of result after tax			-804.743		-585.866

CONSOLIDATED CASH FLOW STATEMENT FOR H1 2021

		1 January – 30 June		1 January – 31 December
			2021		2020
		€	€	€	€
Total of cash flows from (used in)
operating activities
Operating result			-772.958		-587.712
Adjustment for depreciation Changes in working capital			237		-
Movements accounts receivable		-125.182		331.229
Increase (decrease) in other payables		-137.886		155.131
			-263.068		486.360
Total of cash flows from (used in)
operations			-1.035.789		-101.352
Interest received	15	1.880		2.892
Interest paid	16	-33.665		-1.046
			-31.785		1.846
Total of cash flows from (used in)
operating activities			-1.067.574		-99.506
Total of cash flows from (used in)
investment activities
Purchase of property, plant and equip	2
ment		--5.690.507		-471.873
Purchase of financial assets		-4.892		-138
Total of cash flows from (used in)
investment activities			--5.695.399		-472.011
Total of cash flow from (used in)
financing activities
Proceeds from public placement		24.815.419		-
Expenses relating to public placement		-2.119.906		-
Total of cash flow from (used in)
financing activities			22.695.513		-
Total of increase (decrease) in cash
and cash equivalents			15.932.540		-571.517
Movement in cash and cash equivalents
Cash and cash equivalents at the begin ning of the period			154		571.671
Increase (decrease) cash and cash equivalents			15.932.540		-571.517
Cash and cash equivalents at the end of the period			15.932.694		154

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Entity information

Registered address and registration number trade register

The registered and actual address of Pryme B.V. is Goessestraatweg 19, 4421 AD in Kapelle. Pryme B.V. is registered at the Chamber of Commerce under number 75055449.

General notes

The most important activities of the entity

The activities of the group consist mainly of development of innovative technology in the field of plastic processing.

Disclosure of group structure

Pryme B.V. is the head of a group. The Pryme group per June 30, 2021 consists of the following companies:

• Pryme B.V.
• CCT International B.V. (100%)
• CCT Circular Cleantech B.V. (100%)

Consolidation principles

Financial information relating to group companies and other legal entities controlled by Pryme B.V. or where central management is conducted, has been consolidated in the financial statements of Pryme B.V. The consolidated financial statements have been prepared in accordance with the accounting principles of Pryme B.V. Financial information relating to the group companies and the other legal entities and companies included in the consolidation is fully included in the consolidated financial statements, eliminating the intercompany relationships and transactions. Third-party shares in equity and results of group companies are disclosed separately in the consolidated financial statements. All amounts are included in EURO, unless otherwise indicated.

The companies included in the consolidation are:

• CCT Circular CleanTech B.V., Kapelle (100%);
• CCT International BV, Kontich (100%).

The outbreak of the COVID-19 pandemic and the preventive measures taken by the government give rise to significant economic uncertainty. The current developments are subject to rapid change and as such extremely uncertain. Given the described uncertainty it is not reasonably possible to give a reliable estimate of the impact on Pryme as a group. The main area of concern is the timeline related to our build project of to our first plant in the Rotterdam port area, although our best estimate at this moment is that the impact will be limited. The continuity of Pryme group is not a matter of concern because of this pandemic. It is our best estimate that Pryme will be able to continue as planned without additional external support through this period.

Disclosure of estimates

In applying the principles and policies for drawing up the financial statements, the directors of Pryme B.V. make different estimates and judgments that may be essential to the amounts disclosed in the

financial statements. If it is necessary in order to provide the transparency required under Book 2, article 362, paragraph 1, the nature of these estimates and judgments, including related assumptions, is disclosed in the notes to the relevant financial statement item.

Listing related

Since the listing there have been no transactions performed with related parties that significantly influenced the group's financial position or results during that period, as indicated by the rule book of the Oslo Growth Stock Exchange.

General accounting principles

Changes in accounting principles used

There have been no changed in the accounting principles used compare to the annual accounts per December 31, 2020.

The accounting standards used to prepare the financial statements

These interim consolidated financial statements are drawn up in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code and the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board ('Raad voor de Jaarverslaggeving') in general and more specifically with guideline 394 (on interim reports) thereof.

Assets and liabilities are generally valued at historical cost, production cost or at fair value at the time of acquisition. If no specific valuation principle has been stated, valuation is at historical cost.

Accounting principles

Intangible assets

Intangible fixed assets are stated at historical cost less amortisation. Impairments are taken into consideration; this is relevant in the event that the carrying amount of the asset (or of the cash-generating unit to which the asset belongs) is higher than its realisable value.

With regard to the determination as to whether an intangible fixed asset is subject to an impairment, please refer to the relevant section.

Research costs are recognised in the consolidated profit and loss account. Expenditure on development projects is capitalised as part of the production cost if it is likely from both a commercial and technical perspective that the project will be successful (i.e.: if it is likely that economic benefits will be realised) and the cost can be determined reliably. A legal reserve has been recognised within equity with regard to the recognised development costs for the capitalised amount. The amortisation of capitalised development costs commences at the time when the commercial production starts and takes place over the expected future useful life of the asset.

Property, plant and equipment

Land and buildings are valued at historical cost-plus additional costs or production cost less straight-line

depreciation based on the expected life. Land is not depreciated. Impairments expected on the balance sheet date are taken into account.

Other tangible fixed assets are valued at historical cost or production cost including directly attributable costs, less straight-line depreciation based on the expected future life and impairments.

Receivables

Receivables are initially valued at the fair value of the consideration to be received, including transaction costs if material. Receivables are subsequently valued at the amortised cost price. If there is no premium or discount and there are no transaction costs, the amortised cost price equals the nominal value of the accounts receivable. Provisions for bad debts are deducted from the carrying amount of the receivable.

Cash and cash equivalents

Cash at banks and in hand represent cash in hand, bank balances and deposits with terms of less than twelve months. Overdrafts at banks are recognised as part of debts to lending institutions under current liabilities. Cash at banks and in hand is valued at nominal value.

Current assets

Current assets are initially valued at the fair value of the consideration to be received, including transaction costs if material. Trade receivables are subsequently valued at the amortised cost price. Provisions for bad debts are deducted from the carrying amount of the receivable.

Non-current liabilities

Investment subsidies are taken into account under the accruals and deferred income. Future depreciation expenses related to the investments will be systematically amortized over the period in which the company intends to depreciate the assets purchased with the subsidies.

Current liabilities

On initial recognition current liabilities are recognised at fair value. After initial recognition current liabilities are recognised at the amortised cost price, being the amount received taking into account premiums or discounts and minus transaction costs. This is usually the nominal value.

Accounting principles for determining the result

The result is the difference between the realisable value of the goods/services provided and the costs and other charges during the year. The results on transactions are recognised in the year in which they are realised. Since there are no comparable numbers for the first 6 months of 2020, these have not been included and the comparable numbers included refer to the full year 2020.

Wages

The benefits payable to personnel are recorded in the consolidated profit and loss account on the basis of the employment conditions.

Other operating expenses

Costs are determined on a historical basis and are attributed to the reporting year to which they relate.

Cash flow statement

The cash flow statement has been prepared using the indirect method. The cash items disclosed in the cash flow statement comprise cash at banks and in hand except for deposits with a maturity longer than twelve months. Cash flows denominated in foreign currencies have been translated at average estimated exchange rates. Exchange differences affecting cash items are shown separately

in the cash flow statement. Interest paid and received, dividends received and income taxes are included in cash from operating activities. Dividends paid are recognised as cash used in financing activities. The purchase consideration paid for the acquired group corporation has been recognised as cash used in investing activities where it was settled in cash. Any cash at banks and in hand in the acquired group corporation have been deducted from the purchase consideration. Transactions not resulting in inflow or outflow of cash, including finance leases, are not recognised in the cash flow statement. Payments of finance lease instalments qualify as repayments of borrowings under cash used in financing activities and as interest paid under cash generated from operating activities.

NOTES TO THE CONSOLIDATED BALANCE SHEET

Fixed assets

1 Intangible assets

	Develop
	ment costs
Book value as at 1 January 2020	2.290.674
Book value as at 31 December 2020	2.290.674
Book value as at 1 January 2021	2.290.674
Book value as at 30 June 2021	2.290.674

2 Property, plant and equipment

	Machinery	Other fixed assets	Total
Balance as at 1 January 2020
Cost or manufacturing price	8.259.713	-	8.259.713
Book value as at 1 January 2020	8.259.713	-	8.259.713
Movements
Additions	469.373	2.500	471.873
Balance movements	469.373	2.500	471.873
Balance as at 31 December 2020
Cost or manufacturing price	8.729.086	2.500	8.731.586
Book value as at 31 December 2020	8.729.086	2.500	8.731.586
Balance as at 1 January 2021
Cost or manufacturing price	8.729.086	2.500	8.731.586
Book value as at 1 January 2021	8.729.086	2.500	8.731.586
Movements
Additions	5.678.501	12.006	5.690.507
Depreciation	-	- 237	- 237
Balance movements	5.678.501	11.769	5.690.270
Balance as at 30 June 2021
Cost or manufacturing price	14.407.587	14.506	14.422.093
Accumulated depreciation	-	- 237	- 237
Book value as at 30 June 2021	14.407.587	14.269	14.421.856

30-06-2021	31-12-
	2020

Financial assets 3 Other amounts receivable

	Other amounts receivable	42.194	37.303
--	--------------------------	--------	--------

These interim financial statements are unaudited 15

Current assets

4 Receivables from group companies

Omnis C.V. 490.139 491.373

	30-06-2021	31-12-2020
5 Other receivables and accrued income
Taxes and social security charges	198.581	10.934
Other amounts receivable	535.878	535.878
Accruals and prepaid expenses	6.527	67.757
	740.986	614.569
Taxes and social security charges
Value added tax	198.581	10.934
Other amounts receivable
Other subsidies receivable	535.878	535.878
Accruals and prepaid expenses
Accruals and prepaid expenses	6.527	67.757
6 Cash and cash equivalents

Rabobank	15.443.610	133
Other banks	489.084	21
	15.932.694	154

7 Equity

	Share capital Share		Legal and	General	Total
		premium	statutory	reserve
		reserve	reserves
Balance as at 1 January 2020	10.000	7.413.484	2.290.674	-2.658.593	7.055.565
Appropriation of result	-	-	-	-585.866	-585.866
Balance as at 31 December
2020	10.000	7.413.484	2.290.674	-3.244.459	6.469.699
Balance as at 1 January 2021	10.000	7.413.484	2.290.674	-3.244.459	6.469.699
Share premium at listing on
February 16	5.000	22.690.513	-	-	22.695.513
Appropriation of result	-	-	-	-804.743	-804.743
Balance as at 31 December
2020	15.000	30.103.997	2.290.674	-4.049.202	28.360.469

8 Share premium reserve

Balance as at 1 January	7.413.484	-
Share premium in financial year	-	7.413.484
Balance as at 30 June / 31 December	7.413.484	7.413.484

9 Legal and statutory reserves

These interim financial statements are unaudited 17

Legal reserve participating interest 2.290.674 2.290.674

Long-term liabilities

10 Long-term liabilities

	Balance as at 31 December 2020	Release to P&L	Remaining pay-back time > 1 year
Total	4.991.511	-	4.991.511
	Balance as	Release to	Remaining
	at 30 June	P&L	pay-back
	2021		time > 1 year
Total	4.991.511	-	4.991.511

Current liabilities and accruals and deferred income

	30-06-2021	31-12-2020
11 Trade payables
Trade creditor Invoices to be received	408.366 65.513 473.879	237.449 347.848 585.297
12 Liabilities to group companies
Best Technology Corporation B.V. Nivus BVBA	- - -	556 1.725 2.281
13 Payables relating to taxes and social security contributions
Wage tax	271	137
14 Other liabilities and accrued expenses
Current account board of directors Current account shareholders Audit and consultancy costs These interim financial statements are unaudited	82.056 1.130 -	76.354 380 40.000 18

Other amounts payable 9.227 - 92.413 116.734

NOTES TO THE CONSOLIDATED STATEMENT OF INCOME AND EXPENSES

	January 1 – June 30, 2021	January 1 – December 31, 2020
	€	€
15 Wages and salaries
Salaries and wages	6.000	12.000
Applied salaries and wages	-300	-222
	5.700	11.778
Average number of employees
H1, 2021		Number
Average number of employees		Nil
FY, 2020
Average number of employees		Number Nil
16 Other operating expenses
Other expenses of employee benefits	377.168	212.500
Housing expenses	92.968	89.311
Operating and machine expenses	1.240	1.276
Selling expenses	13.734	1.942
Office expenses	28.201	973
General expenses	253.947	269.932
	767.258	575.934
Other expenses of employee benefits
Management fees	308.378	212.500
Search fees	68.547	-
Others	243	-
	377.168	212.500
Housing expenses Rental expenses	92.968	89.311
Operating and machine expenses
Packing material	-	790
Rental expenses inventory	1.240 1.240	486 1.276
Selling expenses Travelling and hotel expenses	13.088	-
Representation expenses	52	889
Freight expenses	-	710
Other selling expenses	-	343
	594	-
	13.734	1.942

	January 1 –	January 1 – Januari 1 –	Januari 1 –
	June 30,	December December	December
	2021	31, 2020	31, 2020
Office expenses
Automation expenses	22.971	973
Communication expenses	727	-
Office supplies	4.503	-
	28.201	973
General expenses
Audit and accounting costs	48.750	117.344
Legal expenses	41.857	81.922
Insurance premium	12.034	62.295
Consultancy expenses	146.847	4.188
Other general expenses	4.459	4.183
	253.947	269.932
17 Other interest and similar income
Interest of receivables from group companies	1.880	2.892
18 Interest and similar expenses
Paid bank interest	32.628	273
Other interest expenses	1.037	773
	33.665	1.046

Off-balance-sheet rights, obligations and arrangements

Disclosure of off-balance sheet commitments

The group has commitments in addition to those disclosed in the balance sheet for rental obligations relating to the site for the first facility until November 30, 2025, for a total amount of € 718.940. Of these obligations € 167.815 has a maturity of a maximum of 1 year and there is no commitment past the 5-year period.

In addition, the group has signed commitments for goods and services relating to the build of the first facility in Rotterdam for a total amount of € 10.375.907, all of which are expected to be paid within the next 12 months in line with the planned finalization of the facility in Q2, 2022.

Subsequent events

The group has continued negotiations with potential strategic value chain partners both on the supply of feedstock as well as on the offtake of the expected production of hydrocarbons. This has resulted in a signed contract for the offtake side with a major petrochemical player since June 30, 2021.

Kapelle, September 16, 2021 Pryme B.V.

R.H.K. van Meirhaeghe J.D. van der Endt B.R. van Vliet