AGI Announces Filing of Final Prospectus

The final short form prospectus is accessible through SEDAR+

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

WINNIPEG, Manitoba--(BUSINESS WIRE)--Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") is pleased to announce today that it has filed, and obtained a receipt for, a final short form prospectus (the "Prospectus") in each of the provinces of Canada, other than Québec, with respect to the previously announced bought deal offering of $85 million principal amount of 7.50% senior subordinated unsecured debentures (the "Offering") through a syndicate of underwriters (the "Underwriters") led by CIBC Capital Markets. The Company has also granted the Underwriters an option to purchase up to an additional $12.75 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, from time to time, up to 30 days following the closing of the Offering.

Access to the Prospectus and any amendment thereto is provided in accordance with securities legislation relating to procedures for providing access to a prospectus and any amendment thereto. The Prospectus and any amendment thereto is accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus and any amendment thereto may be obtained, without charge, by contacting CIBC Capital Markets at 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, by phone at [phone] or by email at [e-mail] by providing the contact with an email address or address, as applicable. Prospective investors should read the Prospectus in its entirety before making an investment decision.

The closing of the Offering is expected to occur on June 9, 2025, subject to customary closing conditions.

AGI Company Profile

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

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.

FORWARD LOOKING STATEMENTS

This press release contains certain forward–looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this press release contains statements concerning the over-allotment option and the closing date of the Offering. Although AGI believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because AGI can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements contained in this press release are made as of the date hereof and AGI undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.