Mr. Agustin Aldave reports

AGRINAM ACQUISITION CORPORATION AND FREIGHT FARMS, INC. ANNOUNCE BINDING LETTER OF INTENT FOR BUSINESS COMBINATION

Agrinam Acquisition Corp. has entered into a binding letter of intent for a proposed business combination transaction with Freight Farms Inc., a rapidly growing innovative agtech (agriculture technology) company and a leader in the global revolution for sustainable, hyperlocal and ultrafresh food production.

Freight Farms overview

Founded in 2012, Freight Farms is an industry pioneer and global market leader of modular controlled environment agriculture with over 600 modular farms sold across 40 countries. Freight Farms' diverse client portfolio includes hundreds of for-profit farmers as well as an expanding set of farmers in segments such as education, hospitality, health care, grocery, food banks and non-profit community organizations. To date, Freight Farms has raised over $43-million (U.S.) in external financing, which has allowed it to build a portfolio of intellectual property that is employed and operational in its 11th-generation modular platform. Through its integrated suite of proprietary products and services -- encompassing equipment, software and consumables -- the Freight Farms solution seeks to optimize critical sustainability factors as well as financial performance and scalability.

The Greenery S is a closed-loop hydroponic container farm that offers turnkey precision growing in a modular form factor, which is easy to operate and generates attractive rates of return, comparing favourably to a typical retail franchise model. With a delivery to first harvest period in as little as six weeks, efficient resource usage and the high productivity of vertical farming, this self-contained farm delivers meaningful ROI (return on investment) on a low customer investment, with multiple for-profit farmers experiencing a payback in two to three years.

Farmhand is the proprietary automation software that provides easy access and transparency into container farm operations to optimize performance and crop yield while also providing owners/operators control and efficiency through mobile access to real-time and historical data and analytics. In addition, the software platform collects and aggregates data across the farm network, enabling continuous crop yield and operational improvements.

Farmhand Shop offers a one-stop solution for all farming needs -- be it supplies, nutrients or seeds. Developed by in-house plant scientists, these offerings are designed to optimize yields. The shop even simplifies the restocking process with customizable kits and recurring subscriptions, ensuring an uninterrupted and seamless supply chain. All of these can be easily accessed and ordered through the Farmhand app.

Inherent in its software-controlled, self-contained modular form factor, Freight Farms is clearly differentiated from warehouse vertical farms. Importantly, Freight Farms is a technology provider, not a grower, with proven customer economics. The company's technology has grown over 500 commercially viable crops with lower capex (capital expenditure) compared with historically less flexible and fixed warehouse vertical farms. Container farming provides significant flexibility, is easily scalable, is adaptable to fit customer needs across for-profit and not-for-profit businesses alike, and is well positioned for scaling in the face of global trends, including climate change, food safety concerns, water shortages and food insecurity. Freight Farms has a deep focus on ESG (environmental, social and governance) and is strongly aligned to the Sustainable Development Goals of the United Nations.

Management commentary

"We believe the potential business combination with an exceptional partner in Agrinam will enable us to more aggressively scale our business to deliver sustainable, hyperlocal food production to more customers across the world," said Rick Vanzura, chief executive officer of Freight Farms. "Freight Farms has made significant progress over the past decade, building an incredible technology platform with strong underlying economics. In addition, we've proven the efficacy of our model across a broad spectrum of customers and industries that is global in reach, with installations in 40 countries worldwide."

Mr. Vanzura continued: "We are very excited about the partnership with Agrinam to take our business to the next level. Their understanding of the agtech space, coupled with a focus on sustainability and efficient use of resources, is closely aligned with our mission and values, making them the ideal partner."

"Ospraie Ag Science believes that end customer requirements have created demand for the truly local and clean footprint that indoor farming can provide, and we have invested in those indoor agriculture companies that we believe can supply farmers with the technology, tools, systems and inputs to meet customer requirements with high-returning unit economics," said Zach Morse, a Freight Farms board member and an analyst at Ospraie Ag Science, Freight Farms largest investor. "At Freight Farms, we found a dedicated technology company that had developed and is continuously improving systems that enable their customers to grow profitably and cost-effectively hyperlocally, as evinced by the operational success and repeat business of their farmers. We're very excited to partner with Agrinam on the next phase of Freight Farms' growth as it becomes a platform company in indoor farming, which we anticipate to be accelerated by this potential business combination."

"Agrinam was formed with the focused mission to identify and merge with a differentiated agribusiness company with a strong record and a sustainable financial model and we believe we have found that with Freight Farms and are very excited about where this company will be in the near future," said Agustin Tristan Aldave, chief executive officer of Agrinam. "We've conducted significant diligence to date and have had detailed discussions with Rick and his exceptional team and are confident that this transaction will deliver a highly compelling value proposition for shareholders. In addition to the strength of the management team is the scalability of Freight Farms and how the platform allows for year-round production, low water consumption with 99 per cent less water than conventional agriculture, and a contained growing environment preventing food safety issues. It also addresses global food security issues with farms in very remote areas with no access to water or crop production."

Transaction overview

The proposed business combination ascribes a pro forma enterprise valuation of approximately $147-million (U.S.), based on certain assumptions. Under the terms of the LOI, Agrinam and Freight Farms would become a combined entity, with existing Freight Farms' shareholders exchanging 100 per cent of their shares for equity in the combined public company.

In connection with executing the LOI, Agrinam is targeting non-binding investment indications of approximately $20-million (U.S.) from existing Agrinam sponsors and certain strategic investors. In addition, the Agrinam sponsor has delivered $4-million (U.S.) to Freight Farms to demonstrate its commitment to the transaction.

Agrinam intends to announce additional details regarding the proposed business combination once a definitive agreement has been executed, which is anticipated to occur in the third quarter of 2023.

Completion of the proposed business combination with Freight Farms is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the proposed transaction, satisfaction of the conditions negotiated therein, regulatory approvals, including approval of the Toronto Stock Exchange, and approval of the transaction by the board and shareholders of both Agrinam and Freight Farms. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or time frame currently contemplated, or at all.

About Agrinam Acquisition Corp.

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

About Agrinam Investments LLC

Agrinam Investments is a limited liability company formed under the laws of Delaware and is controlled by Demeter Capital SAPI de CV and Maquia Capital Financial Group in their capacities as managers with extensive experience in agribusiness projects across North America.

About Freight Farms Inc.

Founded in 2012, Freight Farms debuted the first vertical hydroponic farm built inside an intermodal shipping container with the mission of democratizing and decentralizing the local production of fresh, healthy food. Since its inception, Freight Farms has refined its product offering to arrive at the Greenery S container farm. With global customers ranging from small business farmers to the corporate, hospitality, retail, education and non-profit sectors, Freight Farmers make up the largest network of IoT (Internet of Things) connected farms in the world. AgTech Breakthrough named Freight Farms the 2022 IoT Monitoring Solution of the Year for its farmhand IoT automation software.

Additional information

Borden Ladner Gervais LLP and Dorsey & Whitney LLP are acting as legal counsel to Agrinam.

Stikeman Elliott LLP and Latham & Watkins LLP are acting as legal counsel to Freight Farms.

We seek Safe Harbor.