Mr. Agustin Tristan reports

BLUE ENERGY, A LEADING INDEPENDENT RENEWABLE ENERGY SUPPLIER, AND AGRINAM ACQUISITION CORPORATION EXECUTE A BUSINESS COMBINATION AGREEMENT

Agrinam Acquisition Corp. and Blue Energy and Electricity SA de CV, a leading independent energy supplier, specializing in the provision of renewable electricity, solar panels and battery storage in Mexico, have entered into a definitive business combination agreement. Under the terms of the agreement, Blue Energy will merge with Agrinam through a share exchange to become a publicly traded company listed on the Toronto Stock Exchange, pending regulatory approval. Following the completion of the business combination, Blue Energy shareholders will maintain control of both Agrinam and Blue Energy. If consummated, it is anticipated that the business combination will constitute Agrinam's qualifying acquisition under Part X of the Toronto Stock Exchange company manual.

In connection with the business combination, Agrinam and Blue Energy have also agreed to use commercially reasonable efforts to complete a PIPE (private investment in public equity) financing at or prior to completion of the business combination with certain strategic and financial investors to raise up to $50-million (U.S.).

Blue Energy has established itself as a leader in the supply of renewable energy in Mexico supplying power to approximately 220,000 equivalent households, making it among the 10th-largest qualified electricity supplier in the country. It offers rooftop solar and battery storage installations to industrial clients across Mexico and North America. Blue Energy's services have helped its industrial partners generate substantial savings, improved planning and enabled them to concentrate capital resources in their primary business. Improved growth opportunities stem from AI-driven (artificial intelligence) power demand, nearshoring and electrification megatrends that require significant investments. This business combination will enable Blue Energy to be well positioned to meet these capital requirements and grow more rapidly.

Investment highlights:

• Unique offering: Blue Energy offers an array of services, from power supply and generation to rooftop solar solutions and batteries for energy storage management. This diversified portfolio not only caters to a wide range of industrial needs but also aligns with sustainable and green energy goals.
• Expansion strategy: The company envisions significant growth driven by regional and product diversification opportunities. Its strategic entry into the high-potential battery storage market further enhances this growth outlook.
• Strong brand and recognition: Blue Energy has positioned itself as a leader in providing certainty, visibility and confidence within the renewable energy sector. By reducing energy costs for industrial companies and incentivizing clean electricity generation, it plays a pivotal role in advancing sustainability.
• ESG (environmental, social and governance): Blue Energy is deeply committed to developing sustainable energy solutions. It promotes emission-free electricity generation, reduces CO2 (carbon dioxide) emissions through its rooftop solar solutions and actively works toward fulfilling sustainable development goals.
• Financial performance: Blue Energy has grown at a 22.5-per-cent CAGR (environmental, social and governance) from 2019 to 2023 and is EBITDA (earnings before interest, taxes, depreciation and amortization) positive. With strategic investments and expansion into solar and battery storage, EBITDA margins are expected to increase, driving further growth.

Management commentary

"Agrinam's management team and board are strategic additions that will generate significant value to Blue Energy's clients and shareholders," said Franco de la Concha Hamdan, chief executive officer of Blue Energy. "By becoming a publicly traded company, Blue Energy will be better positioned to meet rapidly growing AI power needs and investors will have access to a company that has been profitable since inception. We are committed to continuing our hard work for our clients and investors and are excited that Agrinam has trusted us to achieve that vision."

"We are very excited to have partnered with Blue Energy to create a unique opportunity for investors to participate directly in AI-driven power needs. Blue Energy is one of a handful of institutionalized companies that provide electricity to industrial clients in Mexico, which, according to Blomberg Energy Finance, is a growing $30-billion (U.S.) energy market. However, Blue Energy is also a vehicle to capitalize on power opportunities across North America," said Agustin Tristan Aldave, chief executive officer of Agrinam.

Transaction overview

Under the terms of the definitive agreement, Blue Energy will merge with Agrinam, through a share exchange, to become a publicly traded company listed on the TSX, pending regulatory approval. Following the completion of the business combination, Blue Energy shareholders will maintain control of both Agrinam and Blue Energy. Upon completion of the business combination, Agrinam is expected to change its name to Blue Energy Corp. (New Blue Energy).

As consideration for the exchange of existing Blue Energy shares in accordance with the business combination, Blue Energy shareholders will exchange their common shares of Blue Energy for new Agrinam common shares specified in the definitive agreement. Following completion of the business combination, the current shareholders of Blue Energy will retain control of both Blue Energy Corp. and Blue Energy.

The Blue Energy board of directors has determined that the definitive agreement and the business combination are in the best interests of Blue Energy and Agrinam's board of directors has determined that the definitive agreement and the business combination are in the best interests of Agrinam. In connection with the business combination, Agrinam will also provide all holders of Class A restricted voting shares the opportunity to redeem all or a portion of their Class A restricted voting shares in accordance with Agrinam's amended and restated articles dated June 10, 2022, as amended Sept. 14, 2023.

Concurrently with or shortly after entering into the definitive agreement, certain Blue Energy shareholders have entered, or will enter, into lock-up agreements, pursuant to which such Blue Energy shareholders agree not to, directly or indirectly, sell, assign or transfer any New Blue Energy common shares issued to them upon closing of the business combination, other than in accordance with the provisions of the lock-up agreement.

Completion of the business combination is subject to a number of customary closing conditions, including, without limitation, filing of a final non-offering prospectus in accordance with the rules of the TSX. The business combination is expected to close in the second quarter of 2025.

A copy of the definitive agreement will be available under Agrinam's profile on SEDAR+, which will contain further information in respect of the business combination.

Advisers

Stikeman Elliott LLP, Cuatrecasas SC and Jove Galante Reyes SC are acting as legal and tax advisers to Blue Energy, and Borden Ladner Gervais LLP, Assembla Law and Garrigues MX SLP are acting as legal and tax advisers to Agrinam.

About Agrinam Acquisition Corp.

Agrinam Acquisition is a special-purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination within a specified period of time.

About Agrinam Investments LLC

Agrinam Investments is a limited liability company formed under the laws of Delaware and is controlled by Demeter Agrimex LLC and Maquia Capital Financial Group in their capacities as managers.

About Blue Energy and Electricity SA de CV

Founded in 2014, Blue Energy provides power supply solutions to industrial clients in Mexico.

We seek Safe Harbor.