NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
WINNIPEG, Manitoba, May 22, 2025 (GLOBE NEWSWIRE) — Ag Growth International Inc. (TSX: AFN) (“AGI”, the “Company”, “we” or “our”) announced today that, due to strong demand, it has entered into a revised agreement with a syndicate of underwriters led by CIBC Capital Markets (the “Underwriters”) to increase the size of the previously announced offering. Under the revised agreement, AGI will issue on a “bought deal” basis, subject to regulatory approval, $85 million aggregate principal amount of senior subordinated unsecured debentures (the “Debentures”) at a price of $1,000 per Debenture (collectively, the “Offering”).
AGI has also granted to the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part for a period expiring 30 days following closing of the Offering, to purchase up to an additional $12.75 million aggregate principal amount of Debentures at the same price per Debenture. If the Over-Allotment Option is fully exercised, the total gross proceeds from the Offering to AGI will be $97.75 million.
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 preliminary short form prospectus qualifying the distribution of the Debentures will be filed with the securities regulatory authorities in each of the provinces of Canada (other than Quebec). Closing of the Offering is expected to occur on or about June 9, 2025. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange.
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.
The Debentures will not be redeemable by the Company before June 30, 2028, except upon the occurrence of a change of control of AGI in accordance with the terms of the indenture (the “Indenture“) governing the Debentures. On and after June 30, 2028 and prior to June 30, 2029, the Debentures will be redeemable, in whole or in part, from time to time, at AGI’s option, at a price equal to 103.75% of their principal amount plus accrued and unpaid interest. On and after June 30, 2029 and prior to maturity, the Debentures will be redeemable, in whole or in part, from time to time, at AGI’s option, at a price equal to their principal amount plus accrued and unpaid interest.
On redemption or at maturity of the Debentures, the Company may, at its option, elect to satisfy its obligation to pay the principal amount of the Debentures by issuing and delivering to the holders thereof that number of freely tradeable common shares of AGI (“Common Shares“) as is determined in accordance with the terms of the Indenture. The Company may also elect to satisfy its obligation to pay interest on the Debentures by delivering sufficient freely tradeable Common Shares to the trustee of the Debentures to be sold, with the proceeds used to satisfy the obligation to pay interest. The number of Common Shares issued would be determined based on market prices at the time of issuance.
The Debentures will not be convertible into Common Shares at the option of the holders at any time.
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.
For More Information Contact:
Andrew Jacklin
Sr. Director, Investor Relations
+1-437-335-1630
[email protected]
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.
