Investment in Liberation Labs US$ 20 million Seed Round

RNS Number : 4787D

20^th October 2022

Agronomics Limited

(“Agronomics” or the “Company”)

Investment in Liberation Labs US$ 20 million Seed Round

Agronomics (ANIC:LSE), the leading listed company focused on the field of cellular agriculture, is pleased to announce it has today executed an unconditional subscription agreement to invest up to US$ 7 million (the “Subscription”) in the US$ 20 million Seed funding round of precision fermentation contract manufacturer Liberation Labs Holdings Inc (“Liberation Labs”).  The Subscription will be made in tranches with the initial investment of US$ 3.5 million occurring yesterday, and the remaining US$ 3.5 million subject to call at Liberation Labs’ discretion at any time within 90 days of the initial close.  Acting as co-lead investor is Siddhi Capital, a prominent and highly respected investor in innovative food products and technologies.  Other investors including CPT Capital have also participated with additional investors anticipated to participate by year end. The Subscription will be made using cash from the Company’s own resources.

In June 2022, Agronomics invested US$ 627,000 in Liberation Labs’ initial round of financing for a 47% equity interest.  Subject to audit, Agronomics’ original investment, inclusive of the initial close of the Subscription, will be carried at US$ 18.9 million, including an unrealised gain of US$ 14.8 million. Following the initial investment of $3.5 million and a 100,000 for 1 stock split of Liberation Labs shares, the Company will hold a total of 4,700,000 ordinary shares and 1,067,074 seed preferred shares, with an equity stake of 38.5% on a fully diluted basis.  The aggregate investment will account for approximately 9.7% of Agronomics’ 30 September 2022 Net Asset Value (as adjusted for this investment). The Company will make a further announcement should the second tranche of the Subscription be advanced.

Liberation Labs was formed to address the acute shortage in precision fermentation capacity for the production of proteins for use in food, including dairy, egg and other proteins.  In addition to being in extremely short supply, the fermentation capacity being used today was built for other purposes, mainly pharmaceuticals, and does not fit the need of most precision fermentation proteins.  Many of the facilities currently in use are over 40 years old, and do not have the modern downstream equipment to drive quality, yield, and production efficiency needed to compete in a global marketplace.  Further, much of this existing infrastructure is located in Europe, where the sharp increase in energy prices is calling into question the economic viability of these facilities.

Since its formation, Liberation Labs has made rapid progress in building out its team and capabilities and will soon announce a site in the US Midwest where it intends to construct its first 600,000 litre Launch Facility, the initial step in a plan that has Liberation Labs targeting the installation of over 24 million litres of fermentation capacity over the coming decade.  The US has been prioritised given the shortage of contract manufacturing capacity, the size of the market and because there is an abundance of competitively priced sugar, power and labour.  The market is also more mature than other major jurisdictions with the US Food & Drug Administration having already approved the first high inclusion precision fermentation produced dairy and egg proteins, from companies such as Perfect Day, Remilk, The EVERY Company and others, each of which address multi-hundred billion dollar markets.

Liberation Labs will use the proceeds from the Seed round to finalise its site selection, complete pre-construction engineering, order long-lead equipment, and continue to build out its team. The company further expects to begin the process of contracting fermentation capacity for its first facility, with an eye towards having that volume fully committed ahead of a planned 2024 operational launch.

Jim Mellon, executive director of Agronomics commented:-

“We are excited to continue our support of Mark and Etan at Liberation Labs.  We believe they are on a path to deliver the world’s first large scale fermentation facility that is purpose built for food applications.  This large-scale infrastructure is one of the final bottle necks in the broad-based adoption of precision fermentation proteins as it unlocks the path to cost competitiveness with conventional production methods.”

Mark Warner, co-founder and CEO of Liberation Labs added:-

“We are thrilled to have expanded our cap table with some of the best investors in the alternative-protein space. Liberation Labs will use these funds to continue our heads-down approach towards getting our first facility up and running by the end of 2024.”

Since the Subscription is considered a Substantial Transaction under AIM Rule 12, this announcement requires certain disclosures under Schedule Four. Liberation Labs is an early-stage company with no revenues and operating costs of approximately US$ 75,000 per month, and total assets as at 30 September 2022 of approximately US$ 735,000 with no material liabilities.

New Agrarian Company Limited, an affiliate of Agronomics, has also signed an unconditional subscription agreement to invest up to US$ 3 million in Liberation Labs on identical terms and tranching as Agronomics.

About Liberation Labs

Liberation Labs is commercialising precision fermentation with a global network of purpose built, international manufacturing facilities that enable the next wave of biotechnology advancements to produce alternative protein at scale.

Our cutting-edge process combining modern technology and design brings reliable, first-for-purpose approach, and cost-effective solutions that meet consumer demand across the world.

Founded by industry pioneers with a combined 50 years of experience, Liberation Labs is powering a new, innovative way forward that sets the standard for the precision food fermentation industry and has a lasting impact on achieving collective sustainability goals.

About Siddhi Capital

Siddhi Capital is a leading Food and Beverage growth equity firm that combines its investment and operating expertise to accelerate growth and unlock value for our stakeholders. They invest in visionary entrepreneurs and businesses that are reshaping the landscape of food with innovative products and technologies. For more information about Siddhi Capital, please visit www.siddhicapital.co.

About Agronomics

Agronomics is a leading listed alternative proteins company with a focus on cellular agriculture and cultivated meat. The Company has established a portfolio of 24 companies at the Pre-Seed to Series C stage in this rapidly advancing sector. It seeks to secure minority stakes in companies owning technologies with defensible intellectual property that offer new ways of producing food and materials with a focus on products historically derived from animals. These technologies are driving a major disruption in agriculture, offering solutions to improve sustainability, as well as addressing human health, animal welfare and environmental damage. This disruption will decouple supply chains from the environment and animals, as well as being fundamental to feeding the world’s expanding population. A full list of Agronomics’ portfolio companies is available at https://agronomics.im/.

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