AGI Announces Closing of $85 Million Public Offering of Senior Subordinated Unsecured Debentures

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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WINNIPEG, Manitoba — Ag Growth International Inc. (TSX: AFN) (“AGI” or the “Company”) is pleased to announce that it has closed the previously announced public offering of $85 million aggregate principal amount of senior subordinated unsecured debentures (the “Debentures”) at a price of $1,000 per Debenture (collectively, the “Offering”). A syndicate led by CIBC Capital Markets and including National Bank Financial, TD Securities Inc., Scotia Capital Inc., ATB Securities Inc., BMO Capital Markets, RBC Capital Markets, Desjardins Capital Markets, Raymond James and Cormark Securities Inc. (collectively, the “Underwriters”) acted as underwriters for the Offering.

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The Debentures bear interest at 7.50% per annum, payable semi-annually in arrears on June 30 and December 31 each year, commencing December 31, 2025. The Debentures have a maturity date of June 30, 2030, and are listed for trading on the Toronto Stock Exchange under the symbol “AFN.DB.K”.

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AGI has granted the Underwriters an over-allotment option, exercisable in whole or in part for a period expiring 30 days following closing of the Offering, to purchase up to an additional $12.75 million aggregate principal amount of Debentures at the same price per Debenture.

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The net proceeds of the Offering will initially be used to repay indebtedness under the Company’s senior operating credit lines, which will then be available to be redrawn for general corporate purposes.

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AGI Company Profile

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AGI is a provider of the physical equipment and digital technology solutions required to support global food infrastructure including grain, fertilizer, seed, feed, and food processing systems. AGI has manufacturing facilities in Canada, the United States, the United Kingdom, Brazil, India, France, and Italy and distributes its product globally.

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This press release is not an offer of Debentures for sale in the United States. The Debentures may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the Debentures under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in a public offering of Debentures in the United States. This press release shall not constitute an offer to sell, nor shall there be any sale of, the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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CAUTIONARY STATEMENTS

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Forward-Looking Information

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This press release contains forward-looking statements and information [collectively, “forward-looking information”] within the meaning of applicable securities laws. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information. Forward-looking information involves known or unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Undue reliance should not be placed on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which it is based will occur. In particular, the forward-looking information in this press release includes information relating to the anticipated use of the net proceeds of the Offering. Such forward-looking information reflects our current beliefs and is based on information currently available to us, including certain key expectations and assumptions. Forward-looking information involves significant risks and uncertainties. A number of factors could cause actual results to differ materially from results discussed in the forward-looking information, including, but not limited to, the potential reallocation by AGI of all or a portion of the net proceeds for business reasons, including, among others, due to results of operations or as a result of other business opportunities that may become available to the Company. Additional risks and uncertainties are described under “Risks and Uncertainties” in our management’s discussion and analysis and in our most recently filed Annual Information Form, all of which are available under the Company’s profile on SEDAR+ [

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]. These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking information. We cannot assure readers that actual results will be consistent with this forward-looking information. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information included in this press release is made as of the date of this press release and AGI undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

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Contacts

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For More Information Contact:

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Andrew Jacklin

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Sr. Director, Investor Relations

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+1-437-335-1630

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