AGI Announces Proposed Debenture Amendments

WINNIPEG, Manitoba--(BUSINESS WIRE)-- Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") today announced that it will seek the approval of holders of its Third Series 5.25% senior subordinated unsecured debentures due December 31, 2026 (the "Debentures") to amend certain terms of such Debentures at a serial meeting of the holders of Debentures (the "Debentureholders") to be held on October 28, 2026 (the "Meeting").

The proposed amendments to the Debentures consist of:

• Extending the maturity date for the Debentures from December 31, 2026 to December 31, 2030;
• Increasing the interest rate on the Debentures from 5.25% to 9.0% for the period beginning on December 31, 2026 and ending on December 31, 2030;
• Amending the Company's right to redeem the Debentures, such that:
  • on or after December 31, 2026 and prior to December 31, 2028, the Company may not redeem the Debentures at its option;
  • on or after December 31, 2028 and prior to December 31, 2029, the Company may redeem the Debentures at its option at a price equal to 104.5% of the principal amount plus accrued and unpaid interest; and
  • on or after December 31, 2029 and prior to December 31, 2030, the Company may redeem the Debentures at its option at a price equal to the principal amount plus accrued and unpaid interest;
• Amending the Company's right to redeem the Debentures, such that upon or after a change of control prior to December 31, 2028, the Company may redeem the Debentures, at its option, at a cash redemption price equal to 104.5% of the principal amount of the Debentures, plus accrued and unpaid interest and the interest that would have accrued and been payable up to and including December 31, 2028, had the Debentures not been redeemed; and
• Providing for consequential and other amendments of a housekeeping nature.

The Board of Directors and management of the Company believe that the proposed Debenture amendments enhance the Company's strategy of pursuing long-term value creation for the benefit of all its securityholders. The Board of Directors believes that the proposed amendments, among other things, afford Debentureholders a longer period of time during which to receive interest at a favourable rate. The Company believes the 5.25% and the subsequent 9.0% interest rates on the Debentures represent an attractive yield in light of other reinvestment opportunities available. The amendments also enable the Company to avoid the potentially dilutive impact of certain alternative refinancing solutions, helping preserve value for existing stakeholders.

In addition to continuing to receive an attractive yield, amending the Debentures will help to reduce near-term refinancing pressure and provide AGI with greater financial flexibility, which the Company believes benefits all stakeholders. The amendments will provide additional time for the Company to execute its operating plan, continue reducing leverage, improve cash flow generation, and pursue refinancing alternatives in an orderly manner. These actions support long-term enterprise value and the Company's overall credit profile.

The amendments to the Debentures will only be effective if passed by a resolution of the holders of at least 66⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting and entitled to vote in respect of the amendments.

The Meeting is scheduled to be held at 10:00 a.m. (Eastern Time) on October 28, 2026, at Bennett Jones LLP, First Canadian Place, 100 King St W Suite 3400, Toronto, ON.

Debentureholders may vote on or before 10:00 a.m. (Eastern Time) on October 26, 2026 by following the voting instructions set out in the management information circular for the Meeting. Only Debentureholders of record at the close of business on September 25, 2026 will be entitled to vote at the Meeting.

Further particulars of the expected benefits of the proposed amendments will be described in the management information circular of the Company relating to the Meeting, which will be available under the Company's profile on SEDAR+ at www.sedarplus.ca and which will be mailed to Debentureholders in the coming days.

As of the close of business on September 23, 2026, there was $85,000,000 principal amount of Debentures outstanding. The Debenture amendments and the continued listing of the Debentures on the TSX are subject to the approval of the TSX.

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 intention to amend the Debentures, the timing, terms and benefits thereof, the Meeting and TSX approval in connection with the amendments. 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 has 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260923812239/en/

For More Information Contact:
Paul Brisebois
President and CEO (204.489.1855)
[email protected]

Source: Ag Growth International Inc.

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