BTLS Biotalys

Biotalys NV (Euronext Brussel : BTLS) (the “Company” or “Biotalys”), an Agricultural Technology (AgTech) company developing protein-based biocontrol solutions for crop and food protection, today announced that it has successfully obtained subscription commitments for an amount of EUR 7 million by means of a private investment in a public equity (“PIPE”). The transaction involves the issue of 1,135,257 new shares (being approximately 3.67% of the Company’s shares outstanding prior to the transaction) at an issue price of EUR 6.166 per share representing a premium of approximately 1% compared to the closing price of the Biotalys share on Euronext Brussels on Tuesday 6 June 2023.

Investors are the existing shareholders Agri Investment Fund BV (“AIF”) and the Belgian Sovereign Wealth Fund Federale Participatie- en Investeringsmaatschappij NV (“SFPIM”). AIF is the private equity and venture capital fund of the Belgian Farmers Union (Boerenbond) focusing on Ag-Tech and Agro-Food companies that contribute to a stronger and more sustainable agriculture and horticulture. AIF’s participation in the present capital increase is in line with its ambition to support companies to bring their innovations to the agricultural market. To further strengthen the relationship with AIF, Biotalys will propose its shareholders to nominate AIF’s CEO Patrik Haesen to join the Board of Directors of Biotalys.

Patrik Haesen, CEO of AIF, commented: “We strongly believe that farmers in Belgium and around the world require new tools to protect their yields while reducing the impact on the environment. We have supported Biotalys since its inception and today want to further build our position as a committed partner with a long-term vision, who can provide financial support as well as a large network and professional advice on various agricultural sectors.”

Patrice Sellès, Biotalys CEO, said: "After validating our approach with multiple collaborations, including through the recent strategic partnership with Syngenta, we welcome the additional support of current shareholders, bringing us another step closer to our ultimate goal of providing growers all over the world, and particularly in our home country Belgium, with innovative and cost-efficient solutions.”

Biotalys is developing a strong and diverse pipeline of effective biocontrol products with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate. The pipeline is based on its proprietary AGROBODY™ technology platform, enabling the discovery and development of a variety of solutions against multiple targets such as fungi, harmful insects and bacteria that cause significant crop losses.

Biotalys currently intends to use the proceeds of the private placement as follows:

• To further develop and advance the Company’s pipeline, including discovery and development, aimed at increasing the number of programs within crop protection and the food value chain, potentially also through partnerships;
• To fund continuous platform development and intellectual property capture to maintain the competitiveness and increase the efficiency of Biotalys’ AGROBODY Foundry™ platform;
• To support the market calibration of its first product candidate Evoca™ and preparation of future commercial launch with field trials, manufacturing scale up and regulatory approvals;
• To support acquisition of key talents.

The payment and delivery of the new shares is scheduled to take place on Monday 12 June 2023. Following such date, the new shares will also be listed on Euronext Brussels. These new shares will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of Biotalys at the moment of their issuance.

As a result of the issuance of new shares, the Company’s share capital will increase with EUR 1,634,136 from EUR 44,564,320 to EUR 46,198,456 and its issued and outstanding shares will increase from 30,959,454 to 32,094,711 shares, representing an increase of number of shares outstanding of 3.67%.

About Biotalys

Biotalys is an Agricultural Technology (AgTech) company protecting crops and food with proprietary protein-based biocontrol solutions and aiming to provide alternatives to conventional chemical pesticides for a more sustainable and safer food supply. Based on its novel AGROBODY™ technology platform, Biotalys is developing a strong and diverse pipeline of effective product candidates with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate. Biotalys was founded in 2013 as a spin-off from the VIB (Flanders Institute for Biotechnology) and has been listed on Euronext Brussels since July 2021. The company is based in the biotech cluster in Ghent, Belgium. More information can be found on www.biotalys.com.

For further information, please contact:

Toon Musschoot, Head of IR & CommunicationT: +32 (0)9 274 54 00E: Toon.Musschoot@biotalys.com

Important notices

This announcement is for informational purposes only and is directed only at persons who are located outside the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy shares or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws. Accordingly, the shares are being offered and sold (i) in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and (ii) in “offshore transactions” to non-U.S. persons outside the United States in accordance with Regulation S under the U.S. Securities Act. There is no assurance that the offering will be completed or, if completed, as to the terms on which it will be completed.

This announcement has been prepared on the basis that any offer of the shares in any Member State of the European Economic Area (the “EEA”) is or will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the shares. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended or superseded) any implementing measure in each relevant Member State of the EEA.

This announcement is only addressed to and directed at persons in Member States of the EEA who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation, or such other investors as shall not constitute an offer to the public within the meaning of Article 3.1 of the Prospectus Regulation.

The offer, sale and admission to trading of the shares will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers or admissions to trading of securities. This press release does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public.

The distribution of this press release into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Attachments

• Biotalys Press Release Private Placement - 7 June 2023
• Biotalys Persbericht Private Plaatsing_7 juni 2023

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