RCS - Moolec Science SA - Moolec Science Enters Into Transaction

Moolec Science SaAnnouncement

22/04/2025 07:00

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RNS Number : 5609F  Moolec Science SA  22 April 2025

Moolec Science Enters Into Transformational Transaction Expanding Across
Multiple Technology Platforms

LUXEMBOURG, LU / ACCESS Newswire (https://www.accessnewswire.com/)  / April
21, 2025 / Moolec Science SA (NASDAQ:MLEC) ("The Company" or "Moolec"), a
science-based food ingredient company focused on producing animal proteins and
nutritional oils in plants, today announced that it has entered into a
Business Combination Agreement (the "BCA") with Bioceres Group Limited
("Bioceres Group") and other related entities in an all-stock transaction (the
"Business Combination").

Subject to the terms and conditions of the BCA, which was signed on April 17,
2025, several parties will transfer their respective holdings in Bioceres
Group, Nutrecon LLC ("Nutrecon"), and Gentle Technologies Corp ("Gentle Tech",
and together with Bioceres Group and Nutrecon, the "Contributed Entities"),
resulting in an enlarged corporate structure with Moolec as the parent
company. In exchange, Moolec will issue a combination of up to 87 million
newly issued shares and 5 million warrants to the shareholders of the
Contributed Entities, as more fully described below in the Timing and
Approvals section.

Federico Trucco, Bioceres Group's board member and CEO of Bioceres Crop
Solutions Corp commented: "The need to accelerate agricultural innovation to
address current and future challenges, such as enhancing on-farm profitability
and reducing environmental impact, is increasingly evident. Molecular farming,
as exemplified by Moolec Science, offers a compelling solution to the
challenge of balancing productivity and sustainability. For instance, what
soybean yield technology can rival the direct production of 300kg of animal
protein from a 3-ton-per-hectare crop?" He then finished: "Moolec's recent
transformational transaction represents the kind of bold action needed to
drive radical change in agriculture. Integrating technologies and
capabilities, along with a holistic perspective on agricultural evolution, are
essential for moving beyond incremental improvements. Scale and visibility,
both of which are key aspects of this transaction, are crucial to achieving
this goal. Bioceres is enthusiastic to be part of a larger, more ambitious
Moolec, one that expands its focus from science in food ingredients to a
comprehensive 'cradle-to-cradle' approach."

Juan Sartori, Founder and Chairman of Union Group remarked: "This is not just
a strategic alignment of businesses, it's the creation of a new kind of
company for the 21st century. By combining science, scale, and sustainability,
Moolec is positioned to lead a global transformation in how we produce food,
materials, and energy. I'm proud to support this vision and the exceptional
teams bringing it to life."

Following the closing of the Business Combination, Moolec will become uniquely
positioned in the agricultural value-chain, with a powerful and validated
technology discovery and development engine that can address in a
cost-competitive way multiple upstream and downstream needs. Moolec's new
value proposition will be centered around modifying or improving seeds and
microbes to positively impact the way we utilize land and water resources,
while preserving and/or improving human health.

Alejandro Antalich, Chairman of Synbio Powerlabs® added: "This combination
marks a defining moment for the bioeconomy. By integrating next-gen
ingredients, biological ag solutions, and deep-tech manufacturing capabilities
under one roof, we are building a company with unmatched scientific depth and
commercial reach. Together, we aim to accelerate the shift toward a more
sustainable and resilient food system, one that works in harmony with nature,
rather than against it."

As stated in their most recent annual reports, the companies and brands, which
will be controlled or co-controlled by Moolec at the closing of the Business
Combination, manage a portfolio of more than 800 patents (or patent
applications) and over 550 product registrations, which translates into more
than half a billion dollars of goods and services sold in their last fiscal
year, to customers in more than 50 different countries.

José López Lecube, CFO and Director of Moolec commented: "This
transformative transaction marks a new stage for Moolec, positioning the
company for growth within a broader organization that facilitates synergies on
multiple levels. Becoming part of a larger organization will enable cost
efficiencies and significant revenue increase as well as product portfolio
diversification. It will also enlarge our investor base, providing the company
with new stakeholders who support Moolec's new and more diversified business."

Finally, as reported Mr. Gastón Paladini will step down as Chief Executive
Officer (CEO), Director and Chairman of the Board, effective immediately
following Moolec's Extraordinary General Meeting ("EGM") to be held on April
22, 2025.

Key highlights:

·      Ingredient Innovation: Moolec will continue to develop its
flagship molecular farming products such as Piggy Sooy™ and GLASO™, while
integrating Mycofood™ under the Eternal® brand from Nutrecon.

·      Biological Ag Expansion: Through Bioceres Group, Moolec will now
offer upstream technologies for regenerative agriculture, including biological
inputs and climate-resilient seeds like Rizobacter®, ProFarm®, and the HB4®
trait.

·      Advanced R&D and Services: Leveraging expanded
infrastructure, Moolec will offer R&D, CDMO, and regulatory services under
the Agrality® and Synbio Powerlabs® brands, which are controlled or
co-controlled by Bioceres Group and Nutrecon, respectively.

·      Emerging Tech & Equipment: The Company will also expand its
reach into emerging technologies for grain and biomass transformation,
especially in the biomaterials space, as well as new concepts on farm
equipment, integrating material science, electric mobility, and autonomy.
These emerging opportunities are being pursued by Gentle Tech and Bioceres
Group subsidiaries.

·      Operational Synergies: The Business Combination is expected to
result in significant cost synergies and an integrated management structure,
which will be presented at or prior to closing of the Business Combination.

Timing and Approvals

The Business Combination was unanimously approved by the Board of Directors of
all the entities participating in the deal. It is expected to close during the
second quarter of 2025 or thereafter, and it is subject to finalizing Moolec's
reverse stock split process and re-domicile to the Cayman Islands among other
customary closing conditions and regulatory approvals. This includes the
approval by Moolec's shareholders at a special meeting of shareholders of
proposals relating to the Business Combination. Given that the transaction was
originally proposed by about 70% of Moolec's current shareholders, the Company
expects strong shareholder support for the Business Combination approval.

The Business Combination will be consummated through an equity exchange.
Bioceres Group's shareholders will surrender their share ownership in Bioceres
Group and will receive in exchange up to 80,590,280 shares of Moolec. The
shareholders of 100% of Nutrecon and 50% of Gentle Tech will surrender their
ownership in these two entities and will receive in exchange 6,475,000 shares
of Moolec and 5,000,000 warrants of Moolec at a strike price of $2.00 per
warrant, subject to adjustment based on the results of the reverse stock split
process.

The intrinsic value of the exchange ratio and the $2 strike price of warrants
represent both a compelling premium to Moolec's current stock price, and a
unique opportunity to assemble one of the most formidable public companies in
the agricultural industry.

Description of Contributed Entities and Assets

The Contributed Entities consist of Bioceres Group and its subsidiaries,
Nutrecon and its subsidiaries and Gentle Tech and its subsidiaries.

Bioceres Group

·      Bioceres Crop Solutions Corp. (NASDAQ: BIOX)

o  Fully integrated provider of crop productivity solutions, including
patented technologies for seeds and microbial agricultural inputs, as well as
next generation crop nutrition and protection solutions. The company developed
HB4® technology, which confers tolerance to climate changes in soybeans and
wheat by allowing these crops to tolerate drought and soil salinity
conditions. It also owns and licenses more than 570 products with
approximately 750 patents and patent applications in the United States,
Canada, Brazil, Argentina and other countries.

·      Bioceres Tech Services (Agrality® & Inmet)

o  Agrality® is a global agricultural services provider catering to
agro-industrial companies worldwide. Their comprehensive service offerings
encompass seed manufacturing and R&D, field-testing, and regulatory
capabilities, ensuring their clients receive end-to-end solutions. Agrality's
key assets include advanced seed production facilities, enabling high-quality
seed development and production.

o  Inmet specializes in the bio-transformation of agro-industrial residues,
offering sustainable solutions for waste management in the agricultural
sector. They utilize innovative technologies to convert agricultural waste
into valuable products. Additionally, Inmet is involved in the production and
assessment of bioplastics, contributing to the development of eco-friendly
alternatives to conventional plastics.

Nutrecon (Synbio Powerlabs®)

·      Headquartered in Helsinki, Finland, Synbio Powerlabs® is an
innovative early-stage biotechnology company specialized in research,
development, and production of sustainable fungi-derived ingredients. With
state-of-the-art laboratories and a pilot-to-industrial scale precision
fermentation facility, the company operates uniquely as both a Research and
Technology Organization ("RTO") and a Contract Development and Manufacturing
Organization ("CDMO"). This dual role enables Synbio Powerlabs® to seamlessly
bridge the gap between cutting-edge biotechnology research and real-world
industrial applications, accelerating the commercialization of novel bio-based
products. Its flagship product line, marketed under the Eternal® brand,
features a diverse portfolio of high-quality, sustainable ingredients derived
from fungi, serving multiple industries and applications.

Gentle Tech (G-FAS & Gentle Farming)

·      A frontier tech company developing sustainable, autonomous
agricultural equipment. Focused on reducing environmental impact through
innovations in materials science, information technologies, and alternative
energy to maximize efficiency and minimize the carbon footprint. The business
model includes G-FAS (selling ultra-light weight harvesting heads directly to
farmers) and Gentle Farming (developing machinery for autonomy and intelligent
management).

Forward Looking Statements

This press release contains "forward-looking statements." Forward-looking
statements may be identified by the use of words such as "forecast," "intend,"
"seek," "target," "anticipate," "believe," "expect," "estimate," "plan,"
"outlook," and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Such forward-looking statements with respect to performance,
prospects, revenues, and other aspects of the business of Moolec are
predictions, projections and other statements about future events that are
based on current expectations and assumptions and, as a result, are subject to
risks and uncertainties. Although we believe that we have a reasonable basis
for each forward-looking statement contained in this press release, we caution
you that these statements are based on a combination of facts and factors,
about which we cannot be certain. We cannot assure you that the
forward-looking statements in this press release will prove accurate. These
forward-looking statements are subject to a number of significant risks and
uncertainties that could cause actual results to differ materially from
expected results, including, among others, changes in applicable laws or
regulations, the possibility that Moolec may be adversely affected by
economic, business and/or other competitive factors, costs related to the
scaling up of Moolec's business and other risks and uncertainties, including
those included under the header "Risk Factors" in Moolec's Annual Report on
Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC"), as
well as Moolec's other filings with the SEC. Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected
in these forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable
securities laws. Accordingly, you should not put undue reliance on these
statements.

Contact Information

Press & Media: comms@moolecscience.com

Investor Relations: ir@moolecscience.com

SOURCE: Moolec Science SA

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