Exhibit 99.1

Disclosure Statement relating to the Business Combination

TABLE OF CONTENTS

SUMMARY OF THE BUSINESS COMBINATION

Overview of the Business Combination

The business combination (the “Business Combination”) consists of Moolec Science SA’s (“Moolec”) strategic business combination with Bioceres Group Limited (formerly, Bioceres Group PLC) (“Bioceres Group”), Gentle Technologies Corp (“Gentle Tech”), and Nutrecon LLC (“Nutrecon”), resulting in an enlarged company structure with Moolec as the parent company. Moolec is a public limited liability company (societé anonyme) governed by the laws of the Grand Duchy of Luxembourg and has its ordinary shares and warrants listed on Nasdaq.1 Subject to the terms and conditions of the Business Combination Agreement (the “Business Combination Agreement” or the “BCA”), which was signed on April 17, 2025, several parties will transfer their respective holdings in Bioceres Group, Nutrecon and Gentle Tech (together, the “Contributed Entities”) to Moolec (Cayman Islands). In exchange, Moolec (Cayman Islands) will issue a combination of newly issued shares and warrants of Moolec (Cayman Islands) to the shareholders of the Contributed Entities, as more fully described below.

Moolec Structure Pre-Business Combination

The expected corporate structure of Moolec (Cayman Islands) immediately prior to the closing of Business Combination (the “Closing”) is as shown below:

Bioceres Group Pre-Business Combination

The corporate structure of Bioceres Group prior to the Business Combination is as shown below. As noted in the section entitled “The Business Combination Agreement—Post-closing carve-out of Theo,” Theo I SC Sp (“Theo”) is being excluded from the Business Combination and will be transferred to Bioceres Group’s shareholders following the Closing. Also note that 50% of the shares of Gentle Tech are held by Bioceres Group and will be contributed as part of the contribution of Bioceres Group to Moolec (Cayman Islands).

Nutrecon Structure Pre-Business Combination

The corporate structure of Nutrecon prior to the Business Combination is as shown below:

Gentle Tech Structure Pre-Business Combination

The remaining 50% of the shares of Gentle Tech is held by Union Group Ventures Ltd (“Union Group”) and the relevant corporate structure prior to the Business Combination is as shown below:

Consideration for Contribution of Contributed Entities

At the Closing, under the terms and conditions of the BCA, including the indemnity and deduction provisions, the following will occur: (i) Moolec (Cayman Islands) will issue to Bioceres Group shareholders 3.15 Shares for each Bioceres Group share exchanged; (ii) Moolec (Cayman Islands) will issue 5,000,000 Shares and grant 5,000,000 warrants to buy Shares at a price of $2.00 per share, exercisable within three years after the Closing, to Nordelis Ventures Ltd (“Nordelis”) in exchange for 50,000 Nutrecon units; (iii) Moolec (Cayman Islands) will issue 1,475,000 Shares to Union Group in exchange for 1,000,000 issued and outstanding ordinary shares of Gentle Tech (which represent 50% of the outstanding ordinary shares of Gentle Tech). Pursuant to the BCA, the ratio referred to in (i) above and the Share and warrant numbers referred to in (ii) and (iii) above will be adjusted proportionally to reflect the completion of the reverse share split, which is a condition to Closing.

The parties further agreed that (x) the ratio of 3.15 set forth above, as well as any other issuances pursuant to the Business Combination that consider this ratio as a reference, and (y) the number of Shares and the number and exercise price of warrants set forth above, as well as any other issuances pursuant to the Business Combination that consider these numbers or exercise price as references might be adjusted based on the ratio selected at the Extraordinary General Meeting of the shareholders of Moolec which will be held, among other matters, to approve the reverse share split.

Applicable Deductions

The parties have agreed on certain arrangements regarding the Shares to be issued at Closing. Firstly, the Bioceres Group shareholders who are parties to the Moolec Subscription Agreement dated December 20, 2022 (the “Moolec Subscription Agreement”) will see a reduction in the number of Shares they receive, intended to account for the amount owed to Moolec pursuant to the Moolec Subscription Agreement. This adjustment will be calculated based on the greater of the two values (i) the 20-day Volume Weighted Average Price (“VWAP”) for Shares as of two business days before Closing, or (ii) a set price of $2.00 per Share (subject to adjustment to reflect the completion of the reverse share split). Secondly, each Bioceres Group shareholder will have the number of Shares they receive adjusted downward to accommodate the payment of UK stamp tax applicable to the transfer of Bioceres Group shares.

Holdback

Pursuant to the terms and conditions of the BCA, the Bioceres Group shareholders, Nordelis and Union Group will be responsible for defending, indemnifying, and holding harmless Moolec, its affiliates, and their representatives against any liabilities that may arise, including third-party claims. These liabilities, referred to as “Losses”, could be incurred during investigations or defenses, or in maintaining or enforcing their rights under the BCA. Losses may result from a breach or inaccuracy in any representation or warranty made by Bioceres Group shareholders, Bioceres Group, Nordelis, Nutrecon, Gentle Tech and Union Group, or from any tax-related issues. At Closing, Moolec (Cayman Islands) will withhold 10% of the exchange consideration (the “Holdback Amount”), to cover any potential claims.

The Holdback Amount serves as a protection for any claims that may arise. One year after the Closing, Moolec (Cayman Islands) will issue and distribute the Holdback Amount less any amount of Shares corresponding to any claim for Losses (the “Returning Holdback Amount”) pro rata to the Bioceres Group shareholders, Nordelis and Union Group. If any Losses arise, Moolec will inform Bioceres Group shareholders, Nordelis and Union Group in writing, explaining the nature and amount of the claims, along with the deductions from the Holdback Amount due to any claim for Losses, which will be calculated by Moolec in good faith.

Moolec Structure following Closing of the Business Combination

Immediately following the Closing of the Business Combination, the corporate structure of Moolec (Cayman Islands), including the Contributed Entities, will be as shown below. Note that the carve out of Theo from Bioceres Group (the “Theo Carve-Out”), will occur post-Closing of the Business Combination. See the section entitled “The Business Combination Agreement—Post-closing carve-out of Theo.”

It is anticipated that the Theo spin-off will comprise the pro-rata transfer of Bioceres Group Limited’s holdings in Theo to the Bioceres Group shareholders, such that each Bioceres Group shareholder will hold Theo interests proportionate to their percentage shareholding in Bioceres Group Limited prior to the Business Combination.

Reasoning for Moolec Board Approval of the Business Combination

The following discussion sets forth material factors considered by Moolec’s board of directors (the “Board”) in reaching its determination to approve the terms and authorize the execution of the BCA for the purpose of implementing the Business Combination; however, it may not include all of the factors considered. Because of the number and wide variety of factors considered in connection with its evaluation of the BCA, the Board did not consider it practicable to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination, and did not attempt to do so. The Board viewed its position and determinations as being based on all of the information available and the factors presented to and considered by it. Individual directors may have given different weight to different factors.

This explanation of the reasons for the approval of the Business Combination by the Board and all related information provided in this section constitutes forward-looking information and should be read in conjunction with the section titled “Forward-Looking Statements” in the explanatory note in the Form 6-K.

Main Factors Considered

In the course of reaching its decision to approve the terms and authorize the execution of the BCA for the purpose of consummating the Business Combination, the Board consulted with Moolec senior management, internal legal counsel, external legal counsel and other advisors and reviewed a significant amount of information and considered a number of factors, including, without limitation, the following:

Potential Risks Considered

The Board also considered a number of uncertainties and risks in its deliberations concerning the Business Combination by the BCA, including the following:

Conclusion

The Board weighed the benefits, advantages and opportunities of a potential transaction against the uncertainties and risks described above, as well as the possible diversion of management attention for an extended period of time. After taking into account these and other factors, the Board unanimously concluded that the benefits of the Business Combination outweighed the risks, determined that the Business Combination was in the best interests of Moolec and its shareholders and approved the terms and authorized the execution of the BCA for the purpose of implementing the Business Combination.

Fairness Opinion of Evans & Evans

Moolec retained Evans & Evans to evaluate the fairness, from a financial point of view, to Moolec shareholders of the consideration to be paid to such holders in the Transaction.

On March 19, 2025, at a meeting of the Moolec board of directors, Evans & Evans rendered to the Board an oral opinion, which has been confirmed by delivery of a written opinion dated April 16, 2025, to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion that the consideration in the BCA is fair from a financial point of view to the Moolec shareholders.

The summary of the written opinion of Evans & Evans, dated April 16, 2025, set forth in this disclosure statement is qualified in its entirety by reference to the full text of Evans & Evans’ opinion. Evans & Evans’ opinion was rendered to the Board in connection with its evaluation of the BCA and did not address any terms or other aspects (other than the consideration to the extent expressly specified in Evans & Evans’ opinion) of the transactions contemplated by the BCA. Evans & Evans’ opinion did not address Moolec’s underlying business decision to effect such transactions or the relative merits of such transactions as compared to any alternative business strategies or transactions that might be available to Moolec and did not address any legal, regulatory, tax, or accounting matters. Evans & Evans’ opinion is not intended to and does not constitute a recommendation to any Moolec shareholder as to how such shareholder should vote or act with respect to the Business Combination or any matter relating thereto.

With respect to the bullets listed below and in connection with rendering its opinion, although Evans & Evans considered internal information provided to it with respect to the business, earnings, cash flow, assets and liabilities of Moolec, the Contributed Entities and discussions conducted with the management and representatives of Moolec and the Contributed Entities, Evans & Evans created its own financial models that served as the basis for its analysis set forth below and the opinion it rendered to the Board.

In connection with its opinion, Evans & Evans:

Evans & Evans, with Moolec’s consent, relied upon the information supplied to, discussed with or reviewed by Evans & Evans for purposes of its opinion being complete and accurate in all material respects. Evans & Evans did not assume any responsibility for independent verification of, and did not independently verify, any of such information.

With Moolec’s consent, Evans & Evans relied upon, without independent verification, the assessment by Moolec and its legal, tax and regulatory with respect to legal, tax and regulatory matters. In addition, Evans & Evans relied upon, with Moolec’s consent, the assessments of the management of Moolec as to the existing technology, products and services of the Contributed Entities and the validity of, and risks associated with, the future technology, products and services of the Contributed Entities. Evans & Evans assumed, with Moolec’s consent, that there will be no developments with respect to any of the foregoing that would affect Evans & Evans’ analyses or opinion. With Moolec’s consent, Evans & Evans assumed that any adjustments to the consideration in accordance with the BCA or otherwise would not be material to Evans & Evans’ analysis or its opinion. In addition, Evans & Evans relied upon, with Moolec’s consent, the assessments of the management of Moolec as to Moolec’s ability to retain key employees of the Contributed Entities. In addition, with Moolec’s consent, Evans & Evans did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of Moolec or the Contributed Entities, nor had Evans & Evans been furnished with any such evaluation or appraisal.

Further, Evans & Evans’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Evans & Evans as of the date of its opinion. Evans & Evans assumed no responsibility for updating its opinion based on developments after the date of its opinion. As stated above, Evans & Evans’ opinion did not address the underlying business decision to effect the transactions contemplated by the BCA or the relative merits of the same as compared to any alternative business strategies or transactions that might be available to Moolec and does not address any legal, regulatory, tax, or accounting matters.

With Moolec’s consent, Evans & Evans did not opine on what the value of the shares of Moolec would be when issued pursuant to the transactions contemplated by the BCA. Evans & Evans did not express any opinion as to fair value or the solvency of Moolec, the Contributed Entities or Moolec following the Closing. In rendering its opinion, Evans & Evans assumed, with Moolec’s consent, that the transaction contemplated by the BCA, will be consummated in accordance with its terms without any waiver or modification that could be material to Evans & Evans’ analysis, and that the parties to the BCA will comply with all the material terms of the BCA. Evans & Evans assumed, with Moolec’s consent, that all governmental, regulatory, or other consents and approvals necessary for the completion of the transaction contemplated by the BCA will be obtained except to the extent that could not be material to Evans & Evans’ analysis.

The prospective financial information referred to in the fairness opinion has been prepared by, and is the responsibility of, the Company’s management. Price Waterhouse & Co. S.R.L. has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Price Waterhouse & Co. S.R.L. does not express an opinion or any other form of assurance with respect thereto. The Price Waterhouse & Co. S.R.L. reports included in this document relates to the previously issued financial statements of Bioceres Group plc and Bioceres Crop Solutions Corp. The reports do not extend to the prospective financial information and should not be read to do so.

The prospective financial information referred to below was not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. 

Summary of the Financial Analyses of Evans & Evans

In preparing its opinion to the Board, Evans & Evans performed a variety of financial and comparative analyses, and, for purposes of its opinion, used only those financial models that Evans & Evans created. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying Evans & Evans’ opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion or analysis is not readily susceptible to summary description. In arriving at its opinion, Evans & Evans considered the results of all of the analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any particular factor or method of analysis considered by it. Rather, Evans & Evans made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Accordingly, Evans & Evans believes that its analyses and factors summarized below must be considered as a whole and in context. Evans & Evans further believes that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Evans & Evans considered industry performance, general business, economic, market and financial conditions and other matters, existing as of the date of its opinion, many of which are beyond the control of Moolec and the Contributed Entities. No company, business or transaction reviewed is identical or directly comparable to Moolec, the Contributed Entities or their respective businesses or the Business Combination. Accordingly, an evaluation of these analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning business, financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or views regarding the comparability of such companies, businesses or transactions. Accordingly, such analyses may not necessarily include all companies, businesses or transactions that could be deemed relevant. The estimates of the future performance of Moolec and the Contributed Entities in or underlying Evans & Evans’ analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates or those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which a company may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the assumptions and estimates used in, and the ranges of valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as the views of Evans & Evans regarding the actual values of Moolec or any of the Contributed Entities. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 7, 2025 and is not necessarily indicative of current market conditions.

The type and amount of consideration payable in the transaction contemplated by the BCA was determined through negotiations between Moolec, Bioceres Group, Nutrecon, and Gentle Tech, rather than by any financial advisor, and was approved by the Board. The decision to enter into the BCA was solely that of the Board. Receipt of Evans & Evans’ opinion and analyses should not be viewed as determinative of the views of the Board or management with respect to the transaction or the consideration payable in the transaction.

Financial Analyses

The summary of the financial analyses described in this section entitled “— Financial Analyses” is a summary of the material financial analyses provided by Evans & Evans in connection with its opinion, dated April 17, 2025, to the Board. The summary set forth below is not a comprehensive description of all analyses undertaken by Evans & Evans in connection with its opinion, nor does the order of the analyses in the summary below indicate that any analysis was given greater weight than any other analysis. The financial analyses summarized below include information presented in tabular format. In order to fully understand Evans & Evans’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Evans & Evans. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Evans & Evans. Future results may differ from those described and such differences may be material.

The financial data utilized for Moolec and the Contributed Entities in the financial analyses described below were based on, among other things: (i) certain internal information relating to the business, earnings, cash flow, assets and liabilities of Moolec and the Contributed Entities furnished to Evans & Evans by Moolec and the Contributed Entities; (ii) certain internal information relating to expenses expected to result from the transaction furnished to Evans & Evans by Moolec; (iii) Moolec’s capital structure furnished to us by the management of Moolec both on a standalone basis pre-transaction and on a pro forma basis giving effect to the transaction; (iv) publicly available financial and stock market data of certain other companies in lines of business that Evans & Evans deemed relevant; and (v) such other financial studies and analyses and such other information as Evans & Evans deemed appropriate.

In undertaking the Guideline Public Company (“GPC”) Analyses outlined below, Evans & Evans did not have access to non-public information of any of the selected guideline public companies (collectively the “GPCs”). Accordingly, a complete valuation analysis of Moolec or any of the Contributed Entities cannot rely solely upon a quantitative review of the GPCs selected for each entity but involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of the company under review. Therefore, the GPC Analysis is subject to certain limitations.

A GPC analysis is a valuation technique that provides an estimation of value by applying a valuation multiple to a specific financial metric for the subject company. These valuation multiples are either observed or derived from market prices of actively traded public companies, publicly available historical financial information, and consensus equity research analyst estimates of future financial performance. The valuation process includes, but is not limited to, a comparison of various quantitative and qualitative factors between the subject business and other similar businesses.

Evans & Evans also conducted Discounted Cash Flow (“DCF”) Analyses with respect to Moolec and the Contributed Entities as summarized below. Determination of an appropriate discount rate to use in the DCF Analysis requires a degree of judgment. Evans & Evans considered a number of factors in determining the discount rate range for each of the entities, including the results of published studies on discount rates, industry reports, broker reports and professional judgement. In developing the weighted average cost of capital (“WACC”) for each of Moolec and the Contributed Entities, Evans & Evans used a build-up method for the cost of equity. The build up method for equity considers the risk free rate, a large cap equity risk premium and a small cap equity risk premium based on the Kroll Cost of Capital Navigator data, a country specific risk premium based on industry date, an industry specific risk premium based on the average betas of the GPCs and a company specific risk premium (“CSRP”). Where possible, the cost of debt was estimated using each respective entities own cost of debt. For entities with no debt, or where the cost of existing debt was not made available to Evans & Evans, a build up method was used. The build up method includes market data on corporate bonds, a country risk default spread based on industry studies, and a CSRP.

Moolec Analyses

Trading Price Analysis (Market Approach)

Evans & Evans reviewed Moolec’s trading prices over the 10, 30, 90 and 180 trading days preceding the date of the opinion. Using the 10-day and 30-day VWAP of Moolec as of the date of the opinion, Evans & calculated the equity value of Moolec in the range of $26 million to $29 million.

Guideline Public Companies Analysis (Market Approach)

Using public filings and other publicly available information, Evans & Evans compared certain financial information of Moolec to corresponding financial information GPCs that, based on Evans & Evans’ professional judgment and experience, were considered generally relevant for purposes of analysis. Evans & Evans included companies in the plant-based products, ingredients and bioscience industries. In the view of Evans & Evans, Moolec is at such an early stage with respect to revenue generation as compared to the GPCs, that the analysis is limited in its applicability. Evans & Evans selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of Moolec.

Evans & Evans utilized the Selected GPC Analysis to select a weighting of fiscal 2025 and 2026 revenue multiples to estimate a range of enterprise values for Moolec. Evans & Evans initially identified 17 companies whose shares trade on recognized stock exchanges and thereafter upon further review of financial and operating results selected eight publicly traded companies that it deemed relevant in its analysis (the “Moolec GPCs”). Evans & Evans selected the Moolec GPCs based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, products, profit margins and other characteristics, to that of Moolec. Companies were removed from the analysis for the following reasons: (1) early stage companies with limited relevant operating metrics; (2) target markets that did not have sufficient overlap with Moolec; (3) broader international customer base; and (4) a lack of forward looking data.

Evans & Evans noted that none of the Moolec GPCs are perfectly comparable to Moolec. The tables below summarize certain observed historical and projected financial performance and trading multiples of the Moolec GPCs (“N/A” denotes not publicly available).

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Historical and projected years indicate 12-month periods ending December 31

TTM = Trailing Twelve Months

EV: Enterprise Value = Market capitalization plus debt, net of cash and cash equivalents

Based on the data shown in the tables above, Evans & Evans selected a range of valuation multiples to apply to a weighting of Moolec’s fiscal year 2025 and 2026 forecast revenues.

Evans & Evans considered the multiple for the Moolec GPCs as outlined in the tables above in its determination of reasonable multiples for Moolec given the Moolec GPCs’ relative similarities to Moolec. Evans & Evans analyzed 2024 through 2026 EBITDA and revenue growth and 2024 through 2026 EBITDA margins for the Moolec GPCs and compared these metrics to those of Moolec for fiscal years 2024, 2025 and 2026. Evans & Evans used these comparisons and the multiples of enterprise value (“EV”) to 2025 revenue and EV to 2026 revenue for the Moolec GPCs to select revenue multiple range of 2.70x to 2.85x to apply to Moolec’s forecast fiscal year 2025 revenues and a multiple of 2.48x to 2.61x to apply to Moolec’s fiscal year 2026 revenues to arrive at an EV range for each set of multiples. Evans & Evans then weighted the two EV ranges resulting in an estimated current enterprise value range for Moolec. Evans & Evans selected multiples that, in its judgment, reflected Moolec’s revenue growth outlook, capital requirements, profit margins, management experience and other characteristics relative to the Moolec GPCs.

Evans & Evans’ GPC Analysis resulted in an estimated equity value range, after adding cash and deducting debt, for Moolec of $9.0 million to $10.5 million, which is significantly lower than Moolec’s market capitalization. In the view of Evans & Evans, limited weighting should be placed on the GPC analysis as Moolec is not at the stage of commercialization where its growth rate has stabilized.

Precedent Transactions Analysis (Market Approach)

Evans & Evans did not identify transactions involving companies with publicly available financial information that Evans & Evans believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis.

Discounted Cash Flow Analysis (Income Approach)

Evans & Evans performed a DCF Analysis of Moolec using a financial forecast that Evans & Evans developed with the guidance of Moolec’s management and other information and data provided by Moolec’s management to calculate the estimated present value of the future unlevered after-tax free cash flows projected to be generated by Moolec through the end of fiscal year 2033.

Evans & Evans assessed the reasonableness of the Moolec model by comparing Moolec’s revenue growth, EBITDA growth, and EBITDA margins of the Moolec GPCs and professional judgement. Capital expenditures considered in the analysis were estimated by Evans & Evans using industry benchmarking. Annual working capital requirements were based on benchmarking of the Moolec GPCs and professional judgement. Evans & Evans assumed that annually Moolec would require an amount of debt-free-net-working capital equal to 17.5% of revenues.

In developing the CSRP Evans & Evans also considered (i) Moolec’s business plan, (ii) Moolec’s projected financial performance and growth and (iii) risks facing Moolec in order to achieve projected results, including execution risk, financing, tariffs, regulatory and competitive risks, among others. Evans & Evans also considered the experience of the management team and the ability to secure future financing to fund operations. Based on these factors, Evans & Evans used discount rates ranging from 20% to 21% to discount the projected unlevered free cash flows and the terminal value. Evans & Evans believes that this range of discount rates is consistent with the rate of return that shareholders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based. In developing the discount rate, Evans & Evans considered a capital structure of 25% debt and 75% equity based on benchmarking of the Moolec GPCs and professional judgement.

In determining the unlevered cash flows, Evans & Evans deducted approximately $16 million in capital expenditures over approximately 8 years.

A tax rate of approximately 23.9% was used in the analysis along with an expected long-term growth rate (“LTGR”) of 2.0% and an industry beta of 1.07.

In performing the DCF analysis of Moolec Evans & Evans considered a terminal value multiple of 5.5x free cash flow in the terminal year as a midpoint. The terminal multiple was compared to the EBITDA multiples of the selected GPCs and was found to be conservative. The terminal value represents approximately 61% of Moolec’s enterprise value. After-tax free cash flows from each period in each set were discounted to April 7, 2025 using the mid-period convention.

The equity value of Moolec under the DCF Analysis was determined to be in the range of $87.3 million to $94.3 million.

A sensitivity analysis on Moolec’s EV was calculated as outlined below using various LTGRs and discount rates.

Moolec Conclusion

Evans & Evans calculated the equity value of Moolec using the DCF Analysis, the GPC Analysis and the Trading Price Analysis. Evans & Evans then weighted the DCF Analysis and the Trading Price Analysis calculate an equity value of $44.4 million to $48.6 million, which represents a 71% to 87% premium to the Moolec market capitalization as of the date of the opinion.

BIOX Analyses

Trading Price Analysis (Market Approach)

Evans & Evans reviewed BIOX’s trading prices over the 10, 30, 90 and 180 trading days preceding the date of the opinion. Using the 10-day and 60-day VWAP of BIOX as of the date of the opinion, Evans & calculated the equity value of BIOX in the range of $282.4 million to $324.4 million.

Guideline Public Companies Analysis (Market Approach)

Using public filings and other publicly available information, Evans & Evans compared certain financial information of BIOX to corresponding financial information for selected GPCs that, based on Evans & Evans’ professional judgment and experience, Evans & Evans considered generally relevant for purposes of analysis. Evans & Evans included companies in the crop services, agriculture science, specialty chemicals and crop protection industries.

Evans & Evans selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of BIOX.

Evans & Evans utilized the GPC Analysis to select a weighting of trailing 12 month (“TTM”) and 2025 expected EBITDA multiples to estimate a range of enterprise values for BIOX.

Evans & Evans identified 11 companies whose shares trade on recognized stock exchanges which, after review of financial and operating results were deemed relevant in its analysis (the “BIOX GPCs”). Evans & Evans selected the BIOX GPCs based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, capital requirements, profit margins and other characteristics, to that of BIOX.

Evans & Evans noted that none of the BIOX GPCs are perfectly comparable to BIOX.

The tables below summarize certain observed historical and projected financial performance and trading multiples of the BIOX GPCs.

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Historical and projected years indicate 12-month periods ending December 31

TTM = Trailing Twelve Months

EV: Enterprise Value = Market capitalization plus debt, net of cash and cash equivalents

Based on the data shown in the tables above, Evans & Evans also selected a range of valuation multiples to apply to a weighting of BIOX’s TTM EBITDA and fiscal year consensus estimated 2025 EBITDA. EBITDA was selected as the appropriate measure for BIOX given its results have stabilized.

Evans & Evans considered the multiple for the BIOX GPCs as outlined in the tables above in its determination of reasonable multiples for BIOX given the BIOX GPCs relative similarities to BIOX. Evans & Evans analyzed TTM and current fiscal year (2025) EBITDA and revenue growth and 2024 through 2026 EBITDA margins for the BIOX GPCs and compared these metrics to those of BIOX for the comparative periods. Evans & Evans used these comparisons and the multiples of EV to TTM EBITDA and EV to 2025 forecast EBITDA for the BIOX GPCs to select an EBITDA multiple range of 12.5x to 13.0x to apply to BIOX’s TTM EBITDA and a multiple of 10.0x to 10.5x to apply to BIOX’s fiscal year 2025 consensus EBITDA to arrive at an EV range for each set of multiples. Evans & Evans then weighted the two EV ranges resulting in an estimated current EV range for BIOX. Evans & Evans selected multiples that, in its judgment, reflected BIOX’s revenue growth outlook, capital requirements, profit margins, management experience and other characteristics relative to the BIOX GPCs.

Evans & Evans’ GPC Analysis resulted in an estimated equity value range, after adding cash and deducting debt, for BIOX of $467.9 million to $501.9 million, which is significantly above BIOX’s market capitalization. In the view of Evans & Evans, weighting of the GPC Analysis was appropriate as BIOX does appear to be trading below that of its peers.

Precedent Transactions Analysis (Market Approach)

Evans & Evans did not identify transactions involving companies with publicly available financial information that Evans & Evans believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis.

Discounted Cash Flow Analysis (Income Approach)

Evans & Evans performed a DCF analysis of BIOX using a financial forecast that Evans & Evans developed based on consensus estimates of future results to calculate the estimated present value of the future unlevered after-tax free cash flows projected to be generated by BIOX through the end of fiscal year 2034.

Evans & Evans assessed the reasonableness of the BIOX model by comparing BIOX’s revenue growth, EBITDA growth, and EBITDA margins of the BIOX GPCs and professional judgment. Capital expenditures considered in the analysis were estimated by Evans & Evans based on consensus estimates. Annual working capital requirements were based on benchmarking of the BIOX GPCs and professional judgement. Evans & Evans assumed that annually BIOX would require an amount of debt-free-net-working capital of 34.4% of revenues, based on BIOX historical working capital levels and with reference to benchmarking against the BIOX GPCs.

In developing the CSRP Evans & Evans also considered (i) BIOX historical performance against consensus estimates, (ii) historical financial performance and growth and (iii) risks facing BIOX in order to achieve projected results, including execution risk, financing, tariffs, regulatory and competitive risks, among others. Evans & Evans also considered the experience of the management team and the ability to secure future financing to fund operations given the current debt level. Based on these factors, Evans & Evans used discount rates ranging from 12% to 13% to discount the projected unlevered free cash flows and the terminal value. Evans & Evans believes that this range of discount rates is consistent with the rate of return that shareholders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based. In developing the discount rate, Evans & Evans considered a capital structure of 35% debt and 65% equity based on benchmarking of the BIOX GPCs and professional judgement.

In determining the unlevered cash flows, Evans & Evans deducted approximately $91 million in capital expenditures over the approximately nine years.

A tax rate of approximately 35% was used in the analysis along with an expected LTGR of 2.0% and an industry beta of 0.84.

In performing the DCF analysis of BIOX Evans & Evans considered a terminal value multiple of 10x free cash flow in the terminal year as a midpoint. The terminal multiple was compared to the EBITDA multiples of the selected GPCs and was found to be in line with current multiples. The terminal value represents approximately 60% of BIOX’s entity value. The equity value of BIOX under the DCF Analysis was determined to be in the range of $519.6 million to $571.2 million.

After-tax free cash flows from each period in each set were discounted to April 7, 2025 using the mid-period convention.

A sensitivity analysis on BIOX’s EV was calculated as outlined below using various LTGRs and discount rates.

BIOX Conclusion

Evans & Evans calculated the equity value of BIOX using the DCF Analysis, the GPC Analysis and the Trading Price Analysis. Evans & Evans then weighted the three analyses to calculate an equity value of $451.5 million to $494.1 million. The concluded equity value represents a premium of 60% to 75% to BIOX’s market capitalization.

Upon arriving at the equity value of 100% of BIOX, Evans & Evans calculated the pro rata portion being contributed per the transaction terms. Lastly, Evans & Evans applied a control premium, based on a review of various control premium studies, of 10%.

Agrality Analyses

Evans & Evans was provided with select information on the Agrality group of companies (“Agrality”) and as such considered the group on a consolidated basis and did not perform an analysis of each entity within Agrality.

Guideline Public Companies Analysis (Market Approach)

Using public filings and other publicly available information, Evans & Evans compared certain financial information of Agrality to corresponding financial information for selected GPCs that, based on Evans & Evans’ professional judgment and experience, Evans & Evans considered generally relevant for purposes of analysis. Evans & Evans included companies in the agriculture science, seed development and crop protection industries.

Evans & Evans selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of Agrality.

Evans & Evans utilized the Selected GPC Analysis to select a weighting of TTM and 2025 expected EBITDA multiples to estimate a range of enterprise values for Agrality.

Evans & Evans identified 14 companies whose shares trade on recognized stock exchanges which, after review of financial and operating results were deemed relevant in its analysis (the “Agrality GPCs”). Evans & Evans selected the Agrality GPCs based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, capital requirements, profit margins and other characteristics, to that of Agrality.

Evans & Evans noted that none of the Agrality GPCs are perfectly comparable to Agrality.

The tables below summarize certain observed historical and projected financial performance and trading multiples of the Agrality GPCs.

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Historical and projected years indicate 12-month periods ending December 31

TTM = Trailing Twelve Months

EV: Enterprise Value = Market capitalization plus debt, net of cash and cash equivalents

Based on the data shown in the tables above, Evans & Evans also selected a range of valuation multiples to apply to a weighting of Agrality’s TTM results and fiscal year 2025 forecast EBITDA. EBITDA was selected as the appropriate measure for Agrality given its does have a history of positive EBITDA.

Evans & Evans considered the multiple for the Agrality GPCs as outlined in the tables above in its determination of reasonable multiples for Agrality given the Agrality GPCs relative similarities to Agrality. Evans & Evans analyzed TTM and current fiscal year (2025) EBITDA and revenue growth and 2024 through 2026 EBITDA margins for the Agrality GPCs and compared these metrics to those of Agrality for the comparative periods. Evans & Evans used these comparisons and the multiples of EV to TTM EBITDA and EV to 2025 forecast EBITDA for the Agrality GPCs to select an EBITDA multiple range of 9.3x to 9.5x to apply to Agrality’s TTM EBITDA and a multiple of 7.44x to 7.6x to apply to Agrality’s fiscal year 2025 forecast EBITDA to arrive at an EV range for each set of multiples. Evans & Evans then weighted the two EV ranges resulting in an estimated current EV range for Agrality. Evans & Evans selected multiples that, in its judgment, reflected Agrality’s revenue growth outlook, capital requirements, profit margins, management experience and other characteristics relative to the Agrality GPCs.

Evans & Evans’ Selected GPC Analysis resulted in an estimated equity value range, after adding cash and deducting debt, for Agrality of $123.6 million to $126.6 million.

Precedent Transactions Analysis (Market Approach)

Evans & Evans did not identify transactions involving companies with publicly available financial information that Evans & Evans believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis.

Discounted Cash Flow Analysis (Income Approach)

Evans & Evans performed a DCF analysis of Agrality using a financial forecast provided by Agrality management to calculate the estimated present value of the future unlevered after-tax free cash flows projected to be generated by Agrality through the end of fiscal year 2029.

Evans & Evans assessed the reasonableness of the Agrality model by comparing Agrality’s revenue growth, EBITDA growth, and EBITDA margins of the Agrality GPCs and professional judgment. Capital expenditures considered in the analysis were provided by Agrality management. Annual working capital requirements were based on benchmarking of the Agrality GPCs, actual working capital amounts and professional judgement. Evans & Evans assumed that annually Agrality would require an amount of debt-free-net-working capital of 21.3% of revenues, based on Agrality historical working capital levels and with reference to benchmarking against the Agrality GPCs.

In developing the CSRP Evans & Evans considered (i) historical financial performance and growth; (ii) country specific risks related to inflation and defaults; and (iii) risks facing Agrality in order to achieve projected results, including execution risk, financing, tariffs, regulatory and competitive risks, among others. Evans & Evans also considered the experience of the management team and the ability to secure future financing to fund operations. Based on these factors, Evans & Evans used discount rates ranging from 14% to 15% to discount the projected unlevered free cash flows and the terminal value. Evans & Evans believes that this range of discount rates is consistent with the rate of return that shareholders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based. In developing the discount rate, Evans & Evans considered a capital structure of 11% debt and 89% equity based on benchmarking of the Agrality GPCs and professional judgement.

In determining the unlevered cash flows, Evans & Evans deducted approximately $6 million in capital expenditures over the approximately nine years.

A tax rate of approximately 35% was used in the analysis along with an expected LTGR of 2.0% and an industry beta of 0.88.

In performing the DCF analysis of Agrality Evans & Evans considered a terminal value multiple of 8.33x free cash flow in the terminal year as a midpoint. The terminal multiple was compared to the EBITDA multiples of the selected GPCs and was found to be in line with current multiples. The terminal value represents approximately 73% of Agrality’s enterprise value. The equity value of Agrality under the DCF Analysis was determined to be in the range of $183.1 million to $189.7 million.

After-tax free cash flows from each period in each set were discounted to April 7, 2025 using the mid-period convention.

A sensitivity analysis on Agrality’s EV was calculated as outlined below using various LTGRs and discount rates.

Agrality Conclusion

Evans & Evans calculated the equity value of Agrality using the DCF Analysis and the GPC Analysis. Evans & Evans then weighted the two equity value ranges to calculate an equity value of $153.4 million to $158.1 million.

Upon arriving at the equity value of 100% of Agrality, Evans & Evans calculated the pro rata portion being contributed per the transaction terms. Given Moolec is acquiring 50% of Agrality, no control premium was applied.

Nutrecon Analysis

In reviewing Nutrecon, Evans & Evans first determined the value of Nutrecon’s 90% subsidiary Synbio Powerlabs OY (“Synbio”) and then adjusted the book value of Nutrecon to arrive at an equity value for Nutrecon.

Guideline Public Companies Analysis (Market Approach)

Evans & Evans did not conduct a GPC Analysis for Nutrecon. Evans & Evans conducted several searches and did not believe a reasonable set of GPCs could be developed to appropriate assess Nutrecon given its unique service, hybrid business model and pre-revenue stage of development.

Precedent Transactions Analysis (Market Approach)

Evans & Evans did not identify transactions involving companies with publicly available financial information that Evans & Evans believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis.

Discounted Cash Flow Analysis (Income Approach)

Evans & Evans performed a DCF analysis of Nutrecon using a financial forecast provided by Nutrecon management to calculate the estimated present value of the future unlevered after-tax free cash flows projected to be generated by Nutrecon through the end of fiscal year 2029.

Evans & Evans assessed the reasonableness of the Nutrecon model by comparing Nutrecon’s revenue growth, EBITDA growth, and EBITDA margins of a group of GPCs in the plant based food market and specialty chemicals market (the “Nutrecon GPCs”) and professional judgment. Capital expenditures considered in the analysis were provided by Nutrecon management for fiscal year 2025 and then estimated by Evans & Evans using professional judgement thereafter. Annual working capital requirements were based on benchmarking of the Nutrecon GPCs, actual working capital amounts and professional judgement. Evans & Evans assumed that annually Nutrecon would require an amount of debt-free-net-working capital of 16% of revenues, with reference to benchmarking against industry metrics.

In developing the CSRP Evans & Evans considered (i) the early stage of operations; (ii) projected growth in revenues against the growth rates in which Nutrecon operates; and (iii) risks facing Nutrecon in order to achieve projected results, including execution risk, financing, tariffs, regulatory and competitive risks, among others. Evans & Evans also considered the experience of the management team and the ability to secure future financing to fund operations. Based on these factors, Evans & Evans used discount rates ranging from 30% to 32% to discount the projected unlevered free cash flows and the terminal value. Evans & Evans believes that this range of discount rates is consistent with the rate of return that shareholders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based. In developing the discount rate, Evans & Evans considered a capital structure of 30% debt and 70% equity based on the capital-intensive nature of the operations.

In determining the unlevered cash flows, Evans & Evans deducted approximately $9 million in capital expenditures over the approximately nine years.

A tax rate of approximately 20% was used in the analysis along with an expected LTGR of 2.0% and an industry beta of 1.21.

In performing the DCF analysis of Nutrecon, Evans & Evans considered a terminal value multiple of 3.5x free cash flow in the terminal year as a midpoint. The terminal value represents approximately 23% of Nutrecon’s enterprise value. The equity value of Nutrecon under the DCF Analysis was determined to be in the range of $32.1 million to $34.8 million.

After-tax free cash flows from each period in each set were discounted to April 7, 2025 using the mid-period convention.

A sensitivity analysis on Nutrecon’s EV was calculated as outlined below using various LTGRs and discount rates.

Nutrecon Conclusion

Evans & Evans calculated the equity value of Synbio using solely the DCF Analysis and thereafter adjusted for net debt at the Nutrecon level and the 10% minority interest. No control premium was applied.

Gentle Tech Analyses

Evans & Evans was provided with select information on Gentle Tech and its subsidiaries. Evans & Evans separately determined the equity values of G FAS SAS (“G-FAS”) and GentleFarming Inc. (“Gentle Farming”) and thereafter accounted for the pro rata share of ownership of Gentle Tech in each entity and the net debt of the consolidated entity.

Guideline Public Companies Analysis (Market Approach)

Using public filings and other publicly available information, Evans & Evans compared certain financial information of G-FAS and Gentle Farming to corresponding financial information for selected GPCs that, based on Evans & Evans’ professional judgment and experience, Evans & Evans considered generally relevant for purposes of analysis. Evans & Evans included companies in the agriculture equipment manufacturing sector.

Evans & Evans selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of G-FAS and Gentle Farming.

Evans & Evans identified 10 companies whose shares trade on recognized stock exchanges which, after review of financial and operating results were deemed relevant in its analysis (the “Gentle Tech GPCs”). Evans & Evans selected the Gentle Tech GPCs based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, capital requirements, profit margins and other characteristics, to that of G-FAS and Gentle Farming.

Evans & Evans noted that none of the Gentle Tech GPCs are perfectly comparable to G-FAS and Gentle Farming.

The tables below summarize certain observed historical and projected financial performance and trading multiples of the Gentle Tech GPCs.

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Historical and projected years indicate 12-month periods ending December 31

TTM = Trailing Twelve Months

EV: Enterprise Value = Market capitalization plus debt, net of cash and cash equivalents

G-FAS Analysis

Evans & Evans utilized the GPC Analysis to select a weighting of expected 2025 revenue and EBITDA of G-FAS. A weighting of revenues and EBITDA was selected as G-FAS is still at a stage where EBITDA is growing and not yet stabilized.

Based on the data shown in the tables above, Evans & Evans also selected a range of valuation multiples to apply to a weighting of G-FAS’ forecast fiscal year 2025 revenues and EBITDA.

Evans & Evans considered the multiples for the Gentle Tech GPCs as outlined in the tables above in its determination of reasonable multiples for G-FAS given the Gentle Tech GPCs relative similarities to G-FAS. Evans & Evans analyzed TTM and current fiscal year (2025) EBITDA and revenue growth and 2024 through 2026 EBITDA margins for the Gentle Tech GPCs and compared these metrics to those of G-FAS for the comparative periods. Evans & Evans used these comparisons and the multiples of EV to 2025 forecast EBITDA and EV to 2025 forecast revenue for the Gentle Tech GPCs to select an EBITDA multiple range of 7.65x to 8.1x to apply to G-FAS’s fiscal year 2025 expected EBITDA and a multiple of 1.70x to 1.80x to apply to G-FAS’s fiscal year 2025 forecast revenue to arrive at an EV range for each set of multiples. Evans & Evans then weighted the two EV ranges resulting in an estimated current EV range for G-FAS. Evans & Evans selected multiples that, in its judgment, reflected G-FAS’s revenue growth outlook, sales model, profit margins, management experience and other characteristics relative to the Gentle Tech GPCs.

Evans & Evans’ GPC Analysis resulted in an estimated equity value range, after adding cash and deducting debt, for G-FAS of $16.9 million to $17.9 million.

Gentle Farming Analysis

As Gentle Farming is still in the development stage, with revenues not expected until fiscal 2028, Evans & Evans did not believe a GPC Analysis was appropriate.

Discounted Cash Flow Analysis (Income Approach)

Evans & Evans performed independent DCF Analyses for both G-FAS and Gentle Farming given the differing stage of development of both companies and the resulting differing risk profiles. The financial forecast for both G-FAS and Gentle Farming was provided by management of Gentle Tech.

G-FAS DCF Analysis

Evans & Evans assessed the reasonableness of the G-FAS model by comparing the projected revenue growth, EBITDA growth, and EBITDA margins of G-FAS to its historical results, the consensus forecast of the Gentle Tech GPCs and professional judgment. Capital expenditures considered in the analysis were benchmarked at 3.5% of revenues based on a review of the Gentle Tech GPCs and professional judgement. Annual working capital requirements were based on benchmarking of the Gentle Tech GPCs, actual working capital amounts and professional judgement. Evans & Evans assumed that annually G-FAS would require an amount of debt-free-net-working capital of 25% of revenues.

In developing the CSRP Evans & Evans considered (i) historical financial performance and growth; (ii) country specific risks related to inflation and defaults; (iii) tariffs; and (iv) risks facing G-FAS in order to achieve projected results, including execution risk, financing, regulatory and competitive risks, among others. Evans & Evans also considered the experience of the management team. Based on these factors, Evans & Evans used discount rates ranging from 25% to 27% to discount the projected unlevered free cash flows and the terminal value. Evans & Evans believes that this range of discount rates is consistent with the rate of return that shareholders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based. In developing the discount rate, Evans & Evans considered a capital structure of 30% debt and 70% equity based on benchmarking of the Gentle Tech GPCs and professional judgement.

In determining the unlevered cash flows, Evans & Evans deducted approximately $11.6 million in capital expenditures over the approximately nine years.

A tax rate of approximately 35% was used in the analysis along with an expected LTGR of 2.0% and an industry beta of 1.01.

In performing the DCF analysis of G-FAS Evans & Evans considered a terminal value multiple of 4.25x free cash flow in the terminal year as a midpoint. The terminal multiple was compared to the EBITDA multiples of the selected GPCs and was found to be in line with current multiples. The terminal value represents approximately 36% of G-FAS’s enterprise value. The equity value of G-FAS under the DCF Analysis was determined to be in the range of $23.0 million to $25. 4 million.

After-tax free cash flows from each period in each set were discounted to April 7, 2025 using the mid-period convention.

A sensitivity analysis on G-FAS’s EV was calculated as outlined below using various LTGRs and discount rates.

Gentle Farming DCF Analysis

Evans & Evans assessed the reasonableness of the Gentle Farming model by comparing the projected revenue growth, EBITDA growth, and EBITDA margins of Gentle Farming to G-FAS’s historical results given its similar profile, the consensus forecast of the Gentle Tech GPCs and professional judgment. Capital expenditures considered in the analysis benchmarked at 1.0% of revenues based on a review of the Gentle Tech GPCs and professional judgement. Annual working capital requirements were based on benchmarking of the Gentle Tech GPCs, actual working capital amounts and professional judgement. Evans & Evans assumed that annually Gentle Farming would require an amount of debt-free-net-working capital of 25% of revenues.

In developing the CSRP Evans & Evans considered (i) lack of commercialization; (ii) country specific risks related to inflation and defaults; (iii) tariffs; and (iv) risks facing Gentle Tech in order to achieve projected results, including execution risk, financing, regulatory and competitive risks, among others. Evans & Evans also considered the experience of the management team. Based on these factors, Evans & Evans used discount rates ranging from 31% to 33% to discount the projected unlevered free cash flows and the terminal value. Evans & Evans believes that this range of discount rates is consistent with the rate of return that shareholders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based. In developing the discount rate, Evans & Evans considered a capital structure of 30% debt and 70% equity based on benchmarking of the Gentle Tech GPCs and professional judgement.

In determining the unlevered cash flows, Evans & Evans deducted approximately $54 million in capital expenditures over the approximately 12 years.

A tax rate of approximately 35% was used in the analysis along with an expected LTGR of 2.0% and an industry beta of 1.01.

In performing the DCF analysis of Gentle Tech Evans & Evans considered a terminal value multiple of 3.4x free cash flow in the terminal year as a midpoint. The terminal multiple was compared to the EBITDA multiples of the selected GPCs and was found to be appropriate given the risk profile. The terminal value represents approximately 175% of Gentle Tech’s enterprise value given the losses experienced prior to commercialization. The equity value of Gentle Tech under the DCF Analysis was determined to be in the range of $3.3 million to $5.3 million.

After-tax free cash flows from each period in each set were discounted to April 7, 2025 using the mid-period convention.

A sensitivity analysis on Gentle Tech’s EV was calculated as outlined below using various LTGRs and discount rates.

Precedent Transactions Analysis (Market Approach)

Evans & Evans did not identify a sufficient number of transactions involving companies with publicly available financial information that Evans & Evans believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis for G-FAS and Gentle Farming.

Gentle Tech Conclusion

Evans & Evans calculated the equity value of G-FAS using the DCF Analysis and the GPC Analysis. Evans & Evans then weighted the two equity value ranges to calculate an equity value of $21.2 million to $21.7 million. The equity value of Gentle Farming was determined to be in the range of $3.3 to $5.3 million based on the DCF Analysis.

Evans & Evans then adjusted the book value of Gentle Tech to reflect the calculated values of the interests in G-FAS and Gentle Farming held by Gentle Tech. The value of 100% of the equity in Gentle Tech was determined to be in the range of $8.6 to $9.8 million.

INMET Analyses

Guideline Public Companies Analysis (Market Approach)

Using public filings and other publicly available information, Evans & Evans compared certain financial information of INMET to corresponding financial information for selected GPCs that, based on Evans & Evans’ professional judgment and experience, Evans & Evans considered generally relevant for purposes of analysis. Evans & Evans included companies in the specialty chemicals, engineered polymers and catalysts industries.

Evans & Evans selected the companies above because, among other things, the selected companies operate businesses similar in certain respects to the business of INMET.

Evans & Evans utilized the GPC Analysis to select a weighting of forecast fiscal year 2028 expected revenue and EBITDA multiples to estimate a range of enterprise values for INMET. Forward looking multiples were used as INMET is not forecasting material revenues until fiscal 2028 when its plant has its first full year of operations.

Evans & Evans identified seven companies whose shares trade on recognized stock exchanges which, after review of financial and operating results were deemed relevant in its analysis (the “INMET GPCs”). Evans & Evans selected the INMET GPCs based on their relative similarity, primarily in terms of business focus, revenue growth history and outlook, capital requirements, profit margins and other characteristics, to that of INMET. Evans & Evans noted that none of the INMET GPCs are perfectly comparable to INMET.

The tables below summarize certain observed historical and projected financial performance and trading multiples of the INMET GPCs.

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Sources: S&P Capital IQ, SEC Filings, Annual and Interim Reports, Investor Presentations

Historical and projected years indicate 12-month periods ending December 31

TTM = Trailing Twelve Months

EV: Enterprise Value = Market capitalization plus debt, net of cash and cash equivalents

Based on the data shown in the tables above, Evans & Evans also selected a range of valuation multiples to apply to a weighting of INMET’s forecast fiscal year 2028 revenue and EBITDA.

Evans & Evans considered the multiple for the INMET GPCs as outlined in the tables above in its determination of reasonable multiples for INMET given the INMET GPCs relative similarities to INMET. Evans & Evans analyzed historical results and forecast growth rates of the INMET GPCs and compared these metrics to those of INMET for its first years of commercialization. Evans & Evans used these comparisons and the multiples of EV to consensus forecast 2027 and 2028 EBITDA and revenue (where available). Evans & Evans selected a forecast EV to EBITDA multiple for INMET of 8.0x to 8.5x and EV to forecast revenue multiple of 3.2x to 4.0x to arrive at an EV range for each set of multiples. Evans & Evans then weighted the two EV ranges resulting in an estimated enterprise value range for INMET. Evans & Evans selected multiples that, in its judgment, reflected INMET’s revenue growth outlook, capital requirements, profit margins, management experience and other characteristics relative to the INMET GPCs. Upon arriving the implied enterprise value, Evans & Evans then deducted the approximately $24.2 million in capital expenditures required to achieve the results and discounted the adjusted enterprise value to the current date using the WACC as outlined below.

Evans & Evans’ GPC Analysis resulted in an estimated equity value range, after adding cash and deducting debt, for INMET of $23.4 million to $25.7 million.

Precedent Transactions Analysis (Market Approach)

Evans & Evans did not identify transactions involving companies with publicly available financial information that Evans & Evans believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis.

Discounted Cash Flow Analysis (Income Approach)

Evans & Evans performed a DCF analysis of INMET using a financial forecast provided by INMET management to calculate the estimated present value of the future unlevered after-tax free cash flows projected to be generated by INMET through the end of fiscal year 2029. As of fiscal 2029, INMET’s results are expected to stabilize as the first plant will reach capacity.

Evans & Evans assessed the reasonableness of the INMET model by comparing INMET’s revenue growth, EBITDA growth, and EBITDA margins of the INMET GPCs and professional judgment. Capital expenditures considered in the analysis were provided by INMET management for the start up and thereafter were estimated by Evans & Evans based on industry benchmarking. Annual working capital requirements were based on benchmarking of the INMET GPCs and professional judgement. Evans & Evans assumed that annually INMET would require an amount of debt-free-net-working capital of 15%.

In developing the CSRP Evans & Evans considered (i) historical financial performance and growth; (ii) country specific risks related to inflation and defaults; and (iii) risks facing INMET in order to achieve projected results, including execution risk, financing, tariffs, regulatory and competitive risks, among others. Evans & Evans also considered the experience of the management team and the ability to secure future financing to fund operations given the current debt level. Based on these factors, Evans & Evans used discount rates ranging from 22% to 24% to discount the projected unlevered free cash flows and the terminal value. Evans & Evans believes that this range of discount rates is consistent with the rate of return that shareholders would require on alternative investment opportunities with similar risk profiles, including risks of achieving the projected cash flows based. In developing the discount rate, Evans & Evans considered a capital structure of 40% debt and 60% equity based on benchmarking of the INMET GPCs and professional judgement.

In determining the unlevered cash flows, Evans & Evans deducted approximately $25.4 million in capital expenditures over the approximately five years.

A tax rate of approximately 35% was used in the analysis along with an expected LTGR of 2.0% and an industry beta of 1.2.

In performing the DCF analysis of INMET Evans & Evans considered a terminal value multiple of 4.9x free cash flow in the terminal year as a midpoint. The terminal multiple was compared to the EBITDA multiples of the selected GPCs and was found to be in line with current multiples given INMET’s risk profile. The equity value of INMET under the DCF Analysis was determined to be in the range of $nil to $500,000 given the significant capital expenditures in the short-term and the timeline to stabilized EBITDA.

After-tax free cash flows from each period in each set were discounted to April 7, 2025 using the mid-period convention.

A sensitivity analysis on INMET’s EV was calculated as outlined below using various LTGRs and discount rates.

INMET Conclusion

Evans & Evans calculated the equity value of INMET using the DCF Analysis and the GPC Analysis. Evans & Evans then weighted the two equity value ranges to calculate an equity value of $12.0 million to $13.0 million.

Overall Conclusion

Upon arriving at the equity values for each of the Contributed Entities and the determining the equity value of the ownership being acquired under the BCA, Evans & Evans calculated the consideration being issued by Moolec in the form of Moolec common stock and the assumption of debt. For each of the entities outlined above, Evans & Evans deducted net debt (i.e., cash less debt) from the EV to arrive at the equity value. The additional debt assumed by Moolec results from the acquisition of the Bioceres Holdings. Evans & Evans then compared the value of the consideration being offered based on the calculated value of Moolec and based on the current market price in arriving its conclusions as to fairness.

General

In connection with Evans & Evans’ services as a financial advisor to the Moolec board of directors, Moolec agreed to pay, and has paid in full, Evans & Evans an aggregate fee of $75,000. In addition, Moolec has agreed to reimburse certain of Evans & Evans’ expenses arising, and to indemnify Evans & Evans against certain liabilities that may arise, out of Evans & Evans’ engagement.

Evans & Evans, as part of its corporate finance advisory business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In the two-year period prior to the date of Evans & Evans’ opinion, Evans & Evans has not provided any investment banking services to Moolec. In the two-year period prior to the date of Evans & Evans’ opinion, Evans & Evans has not been engaged to provide financial advisory or other services to Moolec and Evans & Evans has not received any compensation from Moolec during this period. In addition, in the ordinary course, Evans & Evans’ employees may trade securities of Moolec, the Contributed Entities and certain of their respective affiliates for their own accounts and, accordingly, may at any time hold a long or short position in such securities. The issuance of Evans & Evans’ opinion was approved by the Principal and Managing Parter of Evans & Evans.

Evans & Evans is a Canadian boutique investment banking firm with offices and affiliates in Canada, the United States and Asia. It offers a range of independent and advocate services including mergers & acquisitions advice, valuation and fairness opinions, business due diligence, business planning and market research. Since 1989, Evans & Evans has worked in a broad range of sectors locally, regionally and internationally. As chartered business valuators and accredited senior appraisers, Evans & Evans is actively involved in the areas merger & acquisitions and preparing valuations and fairness opinions in connection with mergers and acquisitions and other corporate transactions. Evans & Evans was selected to act as financial advisor to Moolec because of its qualifications, expertise and reputation in the valuation industry and experience with companies similar to Moolec.

Legal and Accounting Treatment of the Business Combination

Legal Treatment of the Business Combination

Pursuant to the terms of the BCA and from a legal perspective, the Business Combination has been structured as a forward acquisition by Moolec (Cayman Islands) of the Contributed Entities. The Business Combination does not constitute a merger from a legal or corporate perspective. Following the Closing of the Business Combination, Moolec (Cayman Islands) will hold each of the Contributed Entities as wholly-owned subsidiaries and will continue to be the registrant with reporting obligations to the SEC and the entity listed on Nasdaq. The issuance of Shares and warrants of Moolec (Cayman Islands) in exchange for the shares of the Contributed Entities is expected to be structured as an offshore transaction in reliance on Regulation S under the Securities Act of 1933.

Accounting Treatment of the Business Combination

The financial statements included in the Form 6-K have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). The Business Combination described in this disclosure statement has been accounted for as a reverse acquisition under IFRS 3, Business Combinations.

Under IFRS 3, a reverse acquisition occurs when the legal acquirer is identified as the accounting acquiree, and the accounting acquirer is identified as the legal acquiree. In this transaction, Moolec (Cayman Islands) (the “Acquirer”) has been identified as the legal acquirer, but Bioceres Group (the “Target”) is considered the accounting acquirer because it will be deemed to obtain control of the combined entity, due among others to its larger relative size and the ability to direct operations.

As a result, the Business Combination has been accounted for as a reverse acquisition, where the financial statements reflect the assets, liabilities, and operations of the Target as if it had acquired the Acquirer. The financial information of the Target will be presented, with the results of operations for the combined entity being reported as if the Target had been the acquirer. This accounting treatment results in a revaluation of the Acquirer’s assets and liabilities at fair value as of the acquisition date.

After Closing, the financial statements will reflect the consolidated financial position and results of operations of the Target and the Acquirer, including the fair value adjustments made at the acquisition date. The legal acquirer’s equity structure will be presented as that of the accounting acquiree, and the consolidated financial statements include the financial position and results of operations of the accounting acquirer (Target) and the legal acquirer (Acquirer) from the date of the Business Combination.

In accordance with IFRS 3, goodwill arising from the reverse acquisition represents the difference between the fair value of the consideration transferred by the accounting acquirer (Target) and the fair value of the identifiable assets and liabilities of the legal acquirer (Acquirer) at the Business Combination. Any identifiable intangible assets acquired will be recorded at fair value at the date of the Business Combination.

Material Tax Considerations

Certain U.S. Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax considerations in respect of the Business Combination. The discussion below does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on particular investors, and does not address state, local, non-U.S. or other tax laws (such as estate or gift tax laws). This summary also does not describe all of the tax consequences that may be relevant to holders that own (directly, indirectly or by attribution) 10% or more of the Shares by vote or value, nor does this summary discuss all of the tax considerations that may be relevant to certain types of holders subject to special rules under the U.S. federal income tax laws, such as financial institutions or financial services entities; insurance companies; entities or arrangements treated as partnerships for U.S. federal income tax purposes, individual retirement accounts or other tax-deferred accounts; regulatory agencies or instrumentalities thereof; regulated investment companies and real estate investment trusts; persons that have ceased to be U.S. citizens or lawful permanent residents of the United States; U.S. citizens or lawful permanent residents living abroad; persons that acquired Shares pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; dealers or traders subject to a mark-to-market method of tax accounting with respect to the Shares; persons holding Shares as part of a “straddle,” constructive sale, hedging transactions, integrated transactions or similar transactions for U.S. federal income tax purposes; U.S. holders whose functional currency is not the U.S. dollar; holders that are controlled foreign corporations or passive foreign investment companies; or tax-exempt organizations.

This discussion is based on the tax laws of the United States, including the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed Treasury regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect. No rulings have been requested from the U.S. Internal Revenue Service (the “IRS”) and there can be no guarantee that the IRS would not challenge, possibly successfully, the treatment described below.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

The Business Combination will involve certain contributions that should be treated as taxable exchanges for the contributing shareholders—whereby the contributing shareholders would be treated as exchanging shares in the Contributed Entities in exchange for Shares—and certain contributions that should be treated as tax-deferred reorganizations described under Section 368(a) of the Code, in each case, for U.S. federal income tax purposes. Notwithstanding that certain contributions under the Business Combination are expected to be treated as taxable exchanges, the Business Combination is not expected to result in Moolec (Cayman Islands) recognizing income that would be subject to U.S. federal income tax.

Additionally, the Business Combination should not result in a recognition of any taxable gain or loss for Moolec (Cayman Islands)’s current shareholders. Moolec (Cayman Islands)’s current shareholders should continue to have the same tax basis in, and holding period for, Shares as they had prior to the Business Combination.

THE BUSINESS COMBINATION AGREEMENT

The Business Combination Agreement

The BCA was signed on April 17, 2025 among Moolec, the Bioceres Group shareholders, Union Group, Nordelis, Bioceres Group, Theo, Gentle Tech and Nutrecon (collectively, the “Parties”). The Board approved the Business Combination and authorized execution of the BCA on April 16, 2025. For an overview of the Business Combination, including a summary of the terms of the BCA relating to consideration, applicable deductions and the holdback, see the section entitled “Summary of the Business Combination—Overview of the Business Combination.” The following summarizes the other material provisions of the BCA. This summary should be read together with the full text of the BCA, which is included in Exhibit 99.2 to the Form 6-K.

Conditions precedent to Closing

The obligation of the Parties to consummate the Business Combination are subject to the satisfaction or waiver of customary closing conditions at or prior to Closing, including (i) the approval of the Business Combination by Moolec’s shareholders; (ii) Moolec’s completion of (x) the reverse share split, and (y) its change of jurisdiction by discontinuing from the Grand Duchy of Luxembourg and transferring by way of continuation to the Cayman Islands as an exempted company limited by shares registered under the laws of the Cayman Islands; (iii) the cancelation of awards approved by the Board on December 12, 2024, (iv) the approval by Moolec and its shareholders of 1,465,757 stock options to be accelerated and converted to Shares at $2.00 per share and the related Shares shall be issued prior to Closing and (v) the adherence by the totality of the Bioceres Group shareholders to the BCA, including by means of the drag along rights set out in Bioceres Group’s new articles of association adopted by a special resolution of certain Bioceres Group shareholders at a general shareholders meeting held on April 1, 2025.

The obligations of the Parties to consummate the Business Combination are subject to certain additional conditions at or prior to closing, including (i) the accuracy of certain representations and warranties of the Parties; (ii) the performance or compliance in all material respects with all agreements and covenants required by the BCA; (iii) the delivery of certifications as to the satisfaction of the conditions; and (iv) the absence of a material adverse effect in connection with the Contributed Entities.

Representations and Warranties

The BCA contains customary representations and warranties of certain Bioceres Group shareholders, Nordelis, Union Group and the Contributed Entities, including but not limited to Bioceres Group, relating to, among other things, their ability to enter into the BCA. The representations and warranties of the Parties contained in the BCA will terminate and be of no further force and effect as of the Closing, expect for the representations and warranties contained in sections 3, 4 and 8 of the BCA, which shall survive for a period ending on the first anniversary of the Closing.

Covenants

The BCA contains customary covenants of the Parties, including, among others, covenants providing for (i) the operation of the Parties’ respective businesses prior to consummation of the Business Combination, and (ii) the Parties’ efforts to satisfy conditions to consummate the Business Combination. The covenants of the Parties contained in the BCA will terminate and be of no further force and effect as of the Closing of the Business Combination, except for those covenants that by their terms require performance after Closing.

Squeeze Out Rights

In the event that any of the Bioceres Group ordinary shares are to be transferred to Moolec pursuant to the “squeeze out” rights in section 979 Companies Act 2006, Moolec and Bioceres Group will comply with statutory procedures outlined for transferring shares of Bioceres Group pursuant to such “squeeze out” rights. This process ensures lawful execution of shares transferred under the squeeze out provisions, safeguarding Moolec’s consolidation efforts. The BCA does not apply to the transfer of squeezed shares. Any sections in the BCA or associated agreements pertaining to squeezed shares are disregarded, provided the shares are transferred under the legal squeeze out procedure. This exclusion ensures the statutory process can proceed unimpeded by contractual provisions. Holders of squeezed shares are not obligated by terms of the BCA unless they are involved in a capacity other than as holders of squeezed shares.

Termination

The BCA can be terminated any time before Closing under the following conditions:

If the BCA is terminated as described above, it will become void with no further effect, eliminating liability for any Party or its subsidiaries, affiliates, or representatives concerning the BCA or the transactions it contemplates. Exceptions apply as detailed in sections 11.1, 11.7, 11.14, and 11.15 of the BCA, and for any liability arising from a Party’s breach of the BCA.

Post-closing carve-out of Theo

Pursuant to the BCA, after Closing, Moolec (Cayman Islands) has the obligation to complete the Theo Carve-Out. The Theo Carve-Out involves transferring the 96.2% interest that Bioceres Group holds in Theo to the Bioceres Group shareholders based on their proportionate shareholding in Bioceres Group immediately prior to the Closing of the Business Combination. The Theo Carve-Out must be completed by Moolec (Cayman Islands) within 12 months following the Closing.

Shareholder Approval Required for Closing

Bioceres Group

On April 1, 2025, Bioceres Group held a general shareholders meeting to discuss and approve the following special resolutions: (i) re-register Bioceres Group as a private company limited by shares within the meaning of the Companies Act 2006, (ii) change the name of Bioceres Group PLC to Bioceres Group Limited, and (iii) adopt new articles of association for Bioceres Group, including drag along rights. Special resolutions require at least 75% of the votes cast to be in favor of the resolution. Votes withheld do not count towards the total votes cast for or against a resolution. All three resolutions were unanimously approved by the votes cast at the general shareholders meeting, and the re-registration of Bioceres Group PLC as a private company limited by shares took effect on April 9, 2025.

Further, with regard to the execution of the BCA, Bioceres Group sent a circular to its shareholders on March 7, 2025 to present the BCA structure and request that the shareholders grant a power of attorney (the “Power of Attorney”) to the Representative allowing the Representative to sign the BCA on their behalf. From March 7, 2025 through the signing of the BCA, shareholders representing approximately 87% of Bioceres Group’s share capital have granted the Power of Attorney to the Representative pursuant to which the Representative signed the BCA. The board of directors of Bioceres Group approved the Business Combination and authorized execution of the BCA on April 2, 2025. No other Bioceres Group shareholder approvals are required for the Closing of the Business Combination.

Moolec

Although not required to do so, Moolec intends to put the Business Combination to a shareholder vote at an extraordinary general meeting, such vote to be passed by way of ordinary resolution of the shareholders of Moolec. Under the articles of association of Moolec proposed to be adopted by Moolec on effectiveness of the Redomiciliation, a simple majority (i.e., more than 50%) of votes cast by members who (being entitled to do so) vote in person or by proxy at an extraordinary general meeting must be obtained to approve a shareholder resolution of this type at an extraordinary general meeting. Given that together Bioceres Group, Union Group and their affiliates hold more than 50% of the voting capital of Moolec, we expect the Business Combination to be approved at the extraordinary general meeting that will be convened within a short period after the signing of the BCA.

SUMMARY HISTORICAL FINANCIAL INFORMATION FOR BIOCERES GROUP PLC

The following tables present Bioceres Group’s summary historical financial data, prepared in accordance with IFRS, on a consolidated basis, as of and for the periods indicated below. The financial information as of June 30, 2024 and 2023 and for the years ended June 30, 2024, 2023 and 2022 has been derived from and should be read in conjunction with the audited consolidated financial statements of Bioceres Group and the accompanying notes thereto included in Exhibit 99.3 to the Form 6-K. The financial information as of December 31, 2024 and for the six months ended December 31, 2024 and 2023 has been derived from and should be read in conjunction with the interim unaudited consolidated financial statements of Bioceres Group and the accompanying notes thereto included in Exhibit 99.4 to the Form 6-K.