Anaergia Inc. (“Anaergia” or the “Company”) (TSX: ANRG; OTCQX: ANRGF) announced today that certain of its affiliates, together with IIF Anaergia HoldCo, LLC (“North Sky”), have entered into a definitive Master Purchase Agreement (the “Agreement”).

Under the Agreement, the buyer has acquired the assets of Charlotte Bioenergy Facility (“CBF”) in Charlotte, North Carolina, and 100% interests in the Rhode Island Bioenergy Facility HoldCo, LLC and Rhode Island Bioenergy Facility, LLC (“RIBF”) in Johnston, Rhode Island (the “Transaction”).

The Transaction advances Anaergia’s strategy to concentrate its portfolio around profitable growth opportunities and eliminate the negative earnings associated with non-core assets, as CBF has not been operating and RIBF has been operating below its expected capacity.

Under the Transaction, Anaergia sold CBF and deconsolidated its interest in RIBF. Approximately C$20 million of project-level debt will be removed from Anaergia’s balance sheet. In exchange, Anaergia has received approximately C$9 million of equity in the buyer, a privately held company. The Transaction is expected to result in a non-cash gain on sale.

“This definitive agreement is a meaningful step in Anaergia’s transformation,” said Assaf Onn, Chief Executive Officer of Anaergia. “It addresses two non-core facilities, is expected to reduce project-level debt and improve our earnings profile. At the same time, the equity consideration allows Anaergia to retain potential upside through an ownership interest in the buyer. The Transaction enables our team to focus capital and management attention on the technologies, projects and markets where we see the strongest opportunities for profitable growth.”

About Anaergia

Anaergia Inc. is a global technology and project delivery company focused on converting organic waste into renewable natural gas, fertilizer, and clean water. Through its proprietary technologies, engineering expertise, and integrated portfolio of solutions, Anaergia helps municipalities, utilities, industrial customers, and project owners reduce waste management costs, recover valuable resources, and lower greenhouse gas emissions. The Company offers comprehensive end-to-end capabilities spanning solid waste processing, wastewater treatment, organics recovery, anaerobic digestion, biomethane production, facility construction, and long-term operations.

For further information, please see: www.anaergia.com

Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable securities legislation, including statements regarding the form, amount, value, allocation, liquidity and transferability of the consideration; closing and post-closing adjustments; the expected accounting, debt, earnings and cash effects of the Transaction; transition arrangements; and the anticipated strategic and other benefits of the Transaction. Forward-looking information is based on a number of assumptions, including that the parties will perform their obligations, and closing adjustments and indemnification claims will not materially reduce the consideration ultimately realized by Anaergia. The Company is subject to a number of risks and uncertainties, many of which are beyond its control, including counterparty risk; the risk that the timing, terms, value or accounting effects of the Transaction may differ from those anticipated; and risks arising from the valuation, illiquidity, lock-up, transfer restrictions and potential cancellation of the private-company securities to be received. Additional risks and uncertainties are described under “Risk Factors” in the Company’s annual information form for the fiscal year ended December 31, 2025, and under “Risks and Uncertainties” in the Company’s most recent management’s discussion and analysis. Actual results could differ materially from those projected herein. Anaergia undertakes no obligation to update forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Additional information on these and other factors that could affect Anaergia’s operations or financial results is included in Anaergia’s public filings with Canadian securities regulatory authorities.

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