Amoeba : Signature of an amendment to the financing contract with the EIB and project to issue warrants

PRESS RELEASE

Signature of an amendment to the financing contract with the European

Investment Bank and project to issue warrants

Chassieu (France), March 31, 2020 – AMOEBA (FR0011051598 – AMEBA), producer of a biological biocide capable of eliminating the risk in water and human wounds, and of a biocontrol product for plant protection, still in the testing phase, announces the signature of an amendment to the loan agreement entered into on October 6, 2017 (the “Loan Agreement”) with the European Investment Bank (EIB) and of a project to issue Warrants in favor of the EIB.

The Company recalls that under the terms of the Loan Agreement, it benefited from a maximum total financing of EUR 20 million to accelerate its production capacity while supporting the development of its international market1. To date, Amoéba has received a loan of EUR 5 million under the Loan Agreement and specifies that, as the provision by the EIB of the remaining EUR 15 million was subject to targets not met by the Company, this balance is no longer available to the Company.

In December 2019, the Company anticipating that it would not be able to meet one of its commitments under the Loan Agreement to maintain the ratio between the amount of its shareholders’ equity and that of its assets above a certain ratio, requested an amendment to the Loan Agreement. Consequently, Amoeba has entered into an agreement with the EIB on March 31 2020 to amend the Loan Agreement. Thus, The EIB has agreed to cancel the ratio commitment, thereby depriving itself of its right to request early repayment of the loan if non-compliance with the said commitment was proven.

This acceptance by the EIB, and consequently the entry into force of the aforementioned amendment, is conditional on the issue, in return, by the Company to the EIB, of share subscription warrants (BSAs) entitling the holder, in the event of exercise, to subscribe 200,000 shares in the Company (i.e. 1.47% of the Company’s share capital calculated on a non-diluted basis2). The issue of these warrants will be decided on the basis of a capital increase entirely reserved for the EIB3. To this end, a specific resolution will be submitted to the vote of the next Annual General Meeting of the Company to be held on 28 May 2020, under the terms of which the meeting would delegate its competence to the Board of Directors of the Company to decide on the issue of the warrants with cancellation of the shareholders’ preferential subscription right in favor of the EIB4. The issue of the warrants would be decided by the Board of Directors at the end of the said meeting and no later than July 31, 2020.

The subscription price of the warrants will be equal to 0.02 euro per warrant representing a maximum total subscription price of 4,000 euros. The unit exercise price of the warrants will be equal to the nominal value of one Company share, i.e. 0.02 euro per warrant, representing a maximum total exercise price of 4,000 euros and a total discount of approximately 97.3% per share compared to the closing price of one

1. See Press Release dating October 6, 2017
2. Based on a total amount of 13,579,804 ordinary shares in circulation at the date of the present press release
3. To the Company knowledge, the EIB is not a shareholder of Amoéba at the date of the present press release
4. The warrants will be issued on the basis of ArticlesL225-129 and seq. of the French Commercial Code and in particular of Articles L.225-129-2,L.225-129-4,L.225-135,L.225-138 and L.228-91 and seq. of the French Commercial Code.

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Company share on the regulated market of Euronext Paris on March 30, 2020 equal to 0.732 euro. The warrants may be exercised from the date of issue until the twentieth anniversary of said issue.

The issue of the warrants will not give rise to the filing of a prospectus with the AMF. The shares issued upon exercise of the warrants will be admitted to trading on the regulated market of Euronext Paris (or on the Euronext Growth Paris market in the event of an effective transfer of listing of Amoéba shares on this market5).

“This new agreement with the EIB confirms the confidence placed in our company and the EIB’s ability to support us in a constantly changing environment“, said Fabrice Plasson,Chairman and CEO of AMOEBA.

About the European Investment Bank (EIB)

Created by the Treaty of Rome and founded in 1958, the EIB is the bank of the European Union, forming together with the European Investment Fund (EIF) – a subsidiary dedicated to supporting SMEs – the EIB Group. The EIB Group is a key player in promoting recovery through investment in Europe and in France in particular. Since 2012, thanks to the strength of its expertise and the financial attractiveness of its AAA rating, the EIB Group has stepped up its activity in France to reach EUR 8.5bn of investment in 2019 in support of business and innovation, but also by financing projects in strategic sectors such as climate action, energy, health, housing, youth education and training infrastructure. The EIB Group is the operator of the Investment Plan for Europe, more commonly known as the Juncker Plan.

For further information: www.bei.org

About AMOEBA:

Amoéba’s ambition is to become a major player in the treatment of bacterial risk in the fields of water, healthcare and plant protection. Our biological solution is an alternative to chemical products widely used today. Amoéba is currently focusing on the market of industrial cooling towers estimated at €1.7Bn (1)on a global chemical biocide market for water treatment, evaluated at €21Bn (2)and on the biocontrol market for plant protection estimated globally at €1.6Bn (4). In the future, the Company is looking at developing new applications such as chronic wound care, estimated at € 751 million (3)in the USA. Sales of associated products with healthcare, biocides and crop protection are subject to the Company being granted local regulatory market authorizations. The Company is currently in a trial phase for biocidal and plant protection applications and does not market any products.

Created in 2010, based in Chassieu (Lyon, France) with a subsidiary in Canada and in the United States, Amoéba is quoted on the compartment C of Euronext Paris. The Company is a member of the BPIfrance Excellence network and is eligible for the PEA-PME SME equity savings plan setup. More information on www.amoeba-biocide.com.

(1): Amoéba data combined from sources: DRIRE 2013, Eurostat, ARHIA 2013

(2): Sources combined by Amoéba from water treaters, Freedonia, Eurostat et MarketsandMarkets

(3): BCC Research, “Markets for Advanced Wound Management Technologies,” Wellesley, MA, 2017

(4): Biopesticides Worldwide Market 2013, CPL, Wallingford, UK

Contacts:

5See Press release dating March 27, 2020

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Disclaimer

This press release contains certain forward-looking statements concerning AMOEBA which are based on its own assumptions and hypothesis and on information that are available to us. However, AMOEBA gives no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the Universal Registration Document filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on January 16, 2020 (a copy of which is available on www.amoeba-biocide.com). The forward-looking statements contained in this press release are also subject to risks not yet known to AMOEBA or not currently considered material by AMOEBA. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of AMOEBA to be materially different from such forward-looking statements.

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Disclaimer

Amoéba SA published this content on 31 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2020 16:05:04 UTC