AGI Announces Full Exercise of Over-Allotment Option in Connection with the Public Offering of Senior Subordinated Unsecured Debentures

Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") is pleased to announce the full exercise of the over-allotment option on its offering of convertible unsecured subordinated debentures (the "Debentures"), resulting in the issuance of an additional $12.75 million aggregate principal amount of Debentures, bringing the total offering to $97.75 million aggregate principal amount of Debentures.

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

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.

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.

AGI Company Profile
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.

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.

CAUTIONARY STATEMENTS

Forward-Looking Information
This press release contains forward-looking statements and information [collectively, “forward-looking information”] within the meaning of applicable securities laws that reflect our expectations regarding the Offering. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and the words “anticipate”, “estimate”, “believe”, “continue”, “could”, “expects”, “intend”, “trend”, “plans”, “will”, “may” or similar expressions suggesting future conditions or events or the negative of these terms are generally intended to identify 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. In addition, this press release may contain forward-looking information attributed to third party industry sources. 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 proposed timing of completion of the Offering; and 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 concerning our ability to obtain the requisite regulatory approvals required and satisfy the conditions precedent to close the Offering.

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. These risks and uncertainties include but are not limited to the following: the failure or delay in satisfying any of the conditions to the completion of the Offering, including obtaining the requisite regulatory approvals; the risk that (i) the tariffs that are currently in effect on goods exported from or imported into Canada continue in effect for an extended period of time, the tariffs that have been threatened are implemented, that tariffs that are currently suspended are reactivated, the rate or scope of existing tariffs are increased or expanded, or new tariffs are imposed, including on products that AGI exports or imports, (ii) the U.S., China and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on products that AGI exports or imports, and (iii) the tariffs imposed or threatened to be imposed by the U.S. on other countries and retaliatory tariffs imposed or threatened to be imposed by other countries on the U.S., will trigger a broader global trade war which could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian, U.S. and international agricultural industry and AGI, including by decreasing demand for (and the price of) AGI’s products, disrupting supply chains, increasing costs, causing volatility in global financial markets, and limiting access to financing; general economic and business conditions and changes in international, national and local macroeconomic and business conditions, as well as sociopolitical conditions in certain local or regional markets, including as a result of conflicts in the Middle East and the conflict between Russia and Ukraine and the responses thereto from other countries and institutions (including trade sanctions and financial controls), which has created volatility in the global economy and could continue to adversely impact economic and trade activity; interest rates, inflation rates and currency exchange rates; volatility in the stock markets including the market price of our securities; changes in trade relations between the countries in which the Company does business, including between Canada and the United States, including as a result of the tariffs imposed by the U.S., China and Canada on one another; adjustments to and delays or cancellation of one or more orders comprising our order book. These 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+ [www.sedarplus.ca]. 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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