Mr. Andrew Jacklin reports

AGI ANNOUNCES OFFERING OF $75 MILLION SENIOR SUBORDINATED UNSECURED DEBENTURES; REAFFIRMS 2025 OUTLOOK

Ag Growth International Inc. has arranged a financing and has reaffirmed its 2025 outlook.

Offering of senior subordinated unsecured debentures

Ag Growth has reached an agreement with a syndicate of underwriters led by CIBC Capital Markets, pursuant to which Ag Growth will issue on a bought deal basis, subject to regulatory approval, $75-million aggregate principal amount of senior subordinated unsecured debentures at a price of $1,000 per debenture.

Ag Growth has also granted to the underwriters an overallotment option, exercisable in whole or in part for a period expiring 30 days following closing of the offering, to purchase up to an additional $11.25-million aggregate principal amount of debentures at the same price per debenture. If the overallotment option is fully exercised, the total gross proceeds from the offering to Ag Growth will be $86.25-million.

The net proceeds of the offering are expected to 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.

"Today's announcement supports the execution of our international commercial growth strategy without compromising our commitment to responsible debt management," said Jim Rudyk, chief financial officer of Ag Growth. "This debenture issuance enhances our flexibility and capacity to respond to attractive commercial segment growth opportunities in key international regions, reinforcing our strong market position. We plan to apply the net proceeds against our senior credit lines, so we do not expect any changes to our overall debt levels or leverage ratios from today's announcement. We remain focused on managing our balance sheet and lowering our leverage ratios throughout 2025."

A preliminary short-form prospectus qualifying the distribution of the debentures will be filed with the securities regulatory authorities in each of the provinces of Canada (other than Quebec). Closing of the offering is expected to occur on or about June 9, 2025. The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange.

The debentures will bear interest from the date of issue at 7.50 per cent per annum, payable semi-annually in arrears on June 30 and Dec. 31 each year, commencing Dec. 31, 2025. The debentures will have a maturity date of June 30, 2030.

The debentures will not be redeemable by the company before June 30, 2028, except upon the occurrence of a change of control of Ag Growth in accordance with the terms of the indenture governing the debentures. On and after June 30, 2028, and prior to June 30, 2029, the debentures will be redeemable, in whole or in part, from time to time, at Ag Growth's option, at a price equal to 103.75 per cent of their principal amount plus accrued and unpaid interest. On and after June 30, 2029, and prior to maturity, the debentures will be redeemable, in whole or in part, from time to time, at Ag Growth's option, at a price equal to their principal amount plus accrued and unpaid interest.

On redemption or at maturity of the debentures, the company may, at its option, elect to satisfy its obligation to pay the principal amount of the debentures by issuing and delivering to the holders thereof that number of freely tradeable common shares of Ag Growth as is determined in accordance with the terms of the indenture. The company may also elect to satisfy its obligation to pay interest on the debentures by delivering sufficient freely tradeable common shares to the trustee of the debentures to be sold, with the proceeds used to satisfy the obligation to pay interest. The number of common shares issued would be determined based on market prices at the time of issuance.

The debentures will not be convertible into common shares at the option of the holders at any time.

Ag Growth reaffirms 2025 outlook

Ag Growth reaffirms its previously disclosed 2025 outlook as outlined in the press release for the company's first quarter 2025 results, issued May 5, 2025. This includes, but is not limited to, adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) guidance for the full year of at least $225-million and adjusted EBITDA guidance for the second quarter in the range of $50-million to $55-million.

About Ag Growth International Inc.

Ag Growth is a provider of the equipment and solutions required to support the efficient storage, transport and processing of food globally. Ag Growth has manufacturing facilities in Canada, the United States, Brazil, India, France and Italy, and distributes its product worldwide.

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