The Toronto Stock Exchange reports that it has conditionally approved an application for the listing of the common shares of AGT Food and Ingredients Inc., subject to the completion of a proposed public offering of such shares, as described in the company's final base PREP prospectus dated Feb. 27, 2026. The TSX expects the company to file a supplemented PREP prospectus for the offering in the next few days.

According to the TSX, as soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities, the TSX will post the shares for trading on an if, as and when-issued basis under the symbol AGTF and with Cusip No. 001264 30 8. Before the shares are posted for trading on such basis, the TSX will issue a bulletin confirming both the pricing and the expected closing date for the offering. If and when the offering closes, the shares will be listed on the TSX. The shares will trade in Canadian dollars. The temporary market-maker is Research Capital Corp.

Subject to the closing of the offering, all trades in the shares on and before the trading day immediately preceding the closing date will be for special settlement on the closing date and will appear on the settlement report from CDS Clearing and Depository Services Inc. If the offering does not close, all of the if, as and when-issued trades will be cancelled, no securities will be delivered and no money will be owed by purchasers to sellers.

The TSX notes that parties who are entitled to receive shares under the offering may sell such securities in the if, as and when-issued market without being subject to restrictions on short sales. Parties who are not entitled to receive shares under the offering must comply with the short sale rule in all respects for any sales they make in the if, as and when-issued market. If and when the offering closes, there will be no further trading on an if, as and when-issued basis, and the shares issued at such closing will trade on a regular settlement basis.

According to the TSX, AGT Food is a globally diversified food company that has 39 manufacturing facilities operating across five continents. These facilities are strategically located near critical freight and logistics infrastructure, and in close proximity to key agricultural growing regions. The company produces a portfolio of packaged food brands, including pasta, pulses, rice and cereals. Its transfer agent and registrar is TSX Trust Company at its principal office in Toronto, and its fiscal year-end is Dec. 31.

The company intends to declare quarterly cash dividends in an amount to be determined, and subject to the company's financial results, capital requirements, available cash flow, the need for funds to finance continuing operations, the satisfaction of customary covenants contained in credit facility documents restricting the ability to pay dividends in certain circumstances, including those under the bank facilities, the satisfaction of solvency tests imposed by the OBCA and other factors that the board may consider relevant.

According to the TSX, the company's initial public offering of shares will comprise: (i) a treasury offering by the company of shares; and (ii) a secondary offering by initial selling shareholders of shares at the offering price, for gross proceeds of approximately $449,500,500 (assuming the overallotment option is not exercised). The company anticipates issuing shares pursuant to the concurrent private placement referred to below (the Fairfax private placement). The combined gross proceeds from the offering and the Fairfax private placement will be approximately $649,500,500. The shares are being offered by National Bank Financial Inc., Scotia Capital Inc. Raymond James Ltd., ATB Securities Inc., Canaccord Genuity Corp., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., TD Securities Inc., CIBC World Markets Inc. and Desjardins Securities Inc.

Concurrently with the completion of the offering, certain affiliates of Fairfax Financial Holdings Ltd. will purchase shares of the company by way of the Fairfax private placement at the offering price, for gross proceeds of approximately $200-million. The company and an entity controlled by Ontario Municipal Employees Retirement System (OMERS) (the overallotment selling shareholder) have granted the underwriters an overallotment option to purchase up to an additional 15 per cent of the total number of shares issued under the offering at the offering price. Any shares sold pursuant to the exercise of the over-allotment option will be sold first from the shares held by the overallotment selling shareholder.