AGI Announces Cooperation Agreement with Plantro

WINNIPEG, Manitoba--(BUSINESS WIRE)--Ag Growth International Inc. (TSX: AFN) (“AGI” or the “Company”) is pleased to announce that it has entered into an agreement (the "Cooperation Agreement") with Plantro Ltd. ("Plantro"), pursuant to which the Company has agreed to appoint Mick MacBean and Gary Anderson to the Board following the upcoming annual and special meeting of shareholders to be held on June 4, 2026 (the "Annual Meeting"). Pursuant to the Cooperation Agreement, Plantro has withdrawn its previously announced notice of its intention to nominate three individuals for election as directors at the Annual Meeting.

“We appreciate our constructive engagement with Plantro and are pleased to have come to a mutually acceptable outcome,” said Daniel Halyk, Board Chair. “This development allows AGI to continue to focus on the execution of its restructuring plan with a view to maximizing shareholder value.”

To facilitate the Board appointments, Jean-Philippe Choquette has decided to resign from the Board immediately following the Annual Meeting. AGI sincerely thanks Mr. Choquette for his significant contributions as the Company took integral steps in its ongoing restructuring process. "With much of the foundational work now complete and a strong, high‑quality Board in place, AGI is well positioned to move forward, and I am confident in the Board and management team’s ability to execute on the Company’s strategy," said Mr. Choquette.

Under the terms of the Cooperation Agreement, the Company has agreed to establish a strategic committee of independent directors to oversee a formal review of strategic alternatives available to the Company to maximize shareholder value. The Company has committed to commencing the strategic review process within the next nine months. One of Mr. MacBean or Mr. Anderson will be a member of strategic committee.

Pursuant to the Cooperation Agreement, Plantro will be subject to certain voting and standstill covenants. The full text of the Cooperation Agreement is available on the Company's SEDAR+ profile at sedarplus.ca.

About Mr. MacBean

Michael (Mick) MacBean is a Partner at TriWest Capital Partners. Mr. MacBean serves as a director of a number of private companies across the TriWest portfolio, and is currently a director of TSX listed Terravest Industries Inc. He recently retired from the board of Peyto Exploration and Development Corporation where he served as Lead Independent Director. Mr. MacBean holds a Bachelor of Commerce degree from the University of Saskatchewan and is a Chartered Professional Accountant and a Chartered Director.

About Mr. Anderson

Gary Anderson is a co-founder of AGI and was its Chief Operating Officer from inception in 1996 to December 2010, at which time he became CEO until his retirement in 2015. Mr. Anderson previously served on AGI's Board until December 2020. He served as an executive of Agricultural Manufacturers of Canada (“AMC”), including Board Chair, and was Chair of AMC’s Manitoba Provincial Advisory Committee. Mr. Anderson currently serves on the board of directors of Clean Seed Capital Group. Mr. Anderson holds a Bachelor of Commerce degree from the University of Saskatchewan.

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.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). All information contained herein that is not clearly historical in nature may constitute forward-looking statements. The forward-looking statements contained in this news release include statements relating to the Company's upcoming shareholder meeting, the composition of the Company's Board and management, the Company's positioning and ability to execute on its strategy, and the Company's strategic review process and the outcomes and timing thereof. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant risks and uncertainties. A number of factors could cause actual results to differ materially from results discussed in the forward-looking information, which include the material risks applicable to the Company, a discussion of which can be found in the Company's most recent Management's Discussion and Analysis and Annual Information Form under the headings "Risks and Uncertainties", and "Forward-Looking Information" and "Cautionary Note Regarding Forward-Looking Information", respectively, each of which have been filed on SEDAR+ and can be accessed at www.sedarplus.ca. The forward-looking information included in this news release is made as of the date of this news release and, except as required by law, AGI disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements.

The TSX has neither approved nor disapproved of the information contained herein.