AGILYX ASA IS LAUNCHING AN EQUITY PRIVATE PLACEMENT AS PART OF A USD 87 MILLION COMMITTED FINANCING PACKAGE

 

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SECURITIES DESCRIBED HEREIN.

OSLO, Norway - 21 August 2024

Agilyx ASA (OSE: AGLX: OTCQX: AGXXF) ("Agilyx" or the "Company") is
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 is 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 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 in the Private Placement.

In October 2023, the Company announced the construction of the first Cyclyx
Circularity Center ("CCC#1"), a 178,000 inbound tons per year facility to
produce advanced recycling plastic waste plastic feedstock for ExxonMobil and
LyondellBasell. That facility is under construction on budget with expected
commissioning in mid-2025.  CCC#2 will be materially identical in design to
CCC#1. The partners of Cyclyx-Agilyx, ExxonMobil, and LyondellBasell-are
anticipated to each invest their pro-rata share to fully fund capex and working
capital for the second Cyclyx Circularity Center ("CCC#2"). The output from
CCC#2 would be purchased by ExxonMobil and LyondellBasell under a long-term
supply contract, with some volume potentially made available to new off-takers
acquiring advanced recycling feedstock for their own conversion operations.
CCC#2 is expected to enter commissioning in H1 2026. 

Once operational, CCC#1 and CCC#2 will collectively produce over 200,000 tons of
advanced recycling feedstock and 100,000 tons of mechanical recycling feedstock,
forming the foundation for the rapid expansion of an industry-supported CCC
network. In line with its intensified focus on Cyclyx expansion, the Company
intends to maintain its Oslo listing while pursuing a dual listing on the Nasdaq
Stock Market in New York, currently expected to be completed during 2025.
Further details on the dual listing and its timing will be shared when
available. 

PRIVATE PLACEMENT UNDERWRITING: 

The following investors have undertaken to underwrite the Private Placement and
pre-committed to subscribe for Offer Shares at the Offer Price:

o	SHV, the Company's largest shareholder and a company founded by Agilyx' CEO
Ranjeet Bhatia, has agreed to underwrite for the NOK equivalent of USD 12
million and pre-committed to subscribe for the NOK equivalent of USD 8 million.
o	Corvina Holdings Limited, a company controlled by Virgin Group, has agreed to
underwrite for and pre-committed to subscribe for the NOK equivalent of USD 1
million.
o	Caspla Securities, a company controlled by David Fitzsimons, has agreed to
underwrite for the NOK equivalent of USD 2 million and pre-committed to
subscribe for the NOK equivalent of USD 1 million.
o	Svelland Global Trading Fund, existing shareholder, has agreed to underwrite
for and pre-committed to subscribe for the NOK equivalent of USD 25 million.

TIMELINE AND THE DETAILED TERMS OF THE PRIVATE PLACEMENT

The bookbuilding period for the Private Placement commences today, on 21 August
2024 at 16:30 hours CEST, and is expected to close on 22 August 2024 at 08:00
hours CEST (the "Bookbuilding Period"). The Company, after consultation with the
Managers, reserves the right to at any time and in its sole discretion to close
or extend the Bookbuilding Period or to cancel the Private Placement in its
entirety and for any reason. If the Bookbuilding Period is shortened or
extended, the other dates referred to herein may be changed correspondingly. 

The subscription price per Offer Share is NOK 30 (the "Offer Price") and the
final number of Offer Shares to be issued will be determined by the Company's
board of directors in consultation with the Managers (as defined below) on the
basis of an accelerated book building process. 

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application amount has been set to the NOK equivalent
of EUR 100,000. The Company may, however, at its sole discretion, allocate
amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from
the prospectus requirements in accordance with applicable regulations, including
the Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (the "EU Prospectus Regulation") and ancillary regulations, as
implemented pursuant to the Norwegian Securities Trading  Act, are available.

The Offer Shares allocated in the Private Placement are expected to be settled
through a delivery versus payment transaction by delivery of existing and
unencumbered shares in the Company that are already listed on Euronext Oslo
Børs, pursuant to a share lending agreement between the Company, SVH and DNB
Markets (on behalf of the Managers). The Offer Shares will thus be tradable from
allocation. DNB Markets will settle the share loan with a corresponding number
of new shares in the Company to be issued by the Board pursuant to the
authorization granted by the Annual General Meeting 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: and (ii)
tranche 2 will consist of the remaining Offer Shares ("Tranche 2"). 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. 

POTENTIAL SUBSEQUENT OFFERING

Following completion of the bookbuilding in the Private Placement, the Board
will consider a subsequent offering of new shares (the "Subsequent Offering"),
including size of such offering, to certain shareholders as detailed below. The
offer price in any such Subsequent Offering will be equal to the Offer Price in
the Private Placement. Shareholders of the Company as of close of trading on 21
August 2024, as recorded in the VPS on 23 August 2024, who (i) were not
allocated Offer Shares in the Private Placement, and (ii) are not resident in a
jurisdiction where such offering would be unlawful or, would(in jurisdictions
other than Norway) require any prospectus, filing,
registration or similar action, will receive non-tradable subscription rights in
any Subsequent Offering. 

The launch of the Subsequent Offering, if carried out, will also be contingent
on, inter alia, the publication of a prospectus, approval by the Board and, if
necessary, the extraordinary general meeting of the Company.

EQUAL TREATMENT CONSIDERATIONS

The Board has considered the structure of the contemplated Private Placement of
new shares in light of the equal treatment obligations under the Norwegian
Public Limited Liability Companies Act, the rules of equal treatment set out in
the continuing obligations for companies admitted to trading on Euronext Oslo
Børs and the guidelines on the rules of equal treatment, and is of the opinion
that the proposed Private Placement is in compliance with these requirements.
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, in view of the
funds required to execute on the strategic direction of the Company and build
out of CCC#2. A private placement enables the Company to reduce execution and
completion risk, allows for the Company to raise capital more quickly, raise
capital at a lower discount compared to a rights issue and without the
underwriting commissions normally seen with rights offerings. In addition, the
Private Placement is subject to marketing through a publicly announced
bookbuilding process and a market-based offer price should therefore be
achieved. The Board also aims to widen and strengthen the Company's shareholder
base by completing the transaction as a private placement. On this basis and
based on an assessment of the current equity markets, the Board has considered
the Private Placement to be in the common interest of the Company and its
shareholders.

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 Securites 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.