AGI Announces Offering of $75 Million Senior Subordinated Unsecured Debentures; Reaffirms 2025 Outlook

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”) today announced a financing and reaffirmed its 2025 outlook.

Offering of Senior Subordinated Unsecured Debentures
AGI has reached an agreement with a syndicate of underwriters led by CIBC Capital Markets (the “Underwriters”), pursuant to which AGI will issue on a “bought deal” basis, subject to regulatory approval, $75 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 $11.25 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 $86.25 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.

“Today’s announcement supports the execution of our international Commercial growth strategy without compromising our commitment to responsible debt management,” said Jim Rudyk, Chief Financial Officer of AGI. “This debenture issuance enhances our flexibility and capacity to respond to attractive Commercial segment growth opportunities in key international regions, reinforcing our strong market position. We plan to apply the net proceeds against our senior credit lines, so we do not expect any changes to our overall debt levels or leverage ratios from today’s announcement. We remain focused on managing our balance sheet and lowering our leverage ratios throughout 2025.”

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 Reaffirms 2025 Outlook
AGI reaffirms its previously disclosed 2025 outlook as outlined in the press release for our first quarter 2025 results, issued May 5, 2025. This includes, but is not limited to, Adjusted EBITDA guidance for the full year of at least $225 million¹ and Adjusted EBITDA guidance for the second quarter in the range of $50-$55 million¹.

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
investor-relations@aggrowth.com

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.

_______________________________
¹ Historical or forward-looking non-IFRS financial measure. See “Non-IFRS and Other Financial Measures”.

• Adjusted EBITDA for the year ended December 31, 2024 was $265 million and loss before income taxes was $5 million.
• Adjusted EBITDA for the three-month period ended June 30, 2024 was $68 million and loss before income taxes was $8 million.

CAUTIONARY STATEMENTS

NON-IFRS AND OTHER FINANCIAL MEASURES
This press release makes reference to certain specified financial measures, including “adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”)” and “order book”. Management uses these financial measures for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of ongoing operations and in analyzing our business performance and trends. These specified financial measures are not recognized measures under International Financial Reporting Standards (“IFRS”), do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement our financial information reported under IFRS by providing further understanding of our results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

We use these specified financial measures to provide supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. Management also uses specified financial measures in order to prepare annual operating budgets and to determine components of management compensation. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety and not to rely on any single financial measure or ratio.

We use these specified financial measures in addition to, and in conjunction with, results presented in accordance with IFRS. These specified financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our IFRS results and, in the case of non-IFRS financial measures, the accompanying reconciliations to the most directly comparable IFRS financial measures, may provide a more complete understanding of factors and trends affecting our business.

In this press release, we discuss the specified financial measures, including the reasons that we believe that these measures provide useful information regarding our financial condition, results of operations, cash flows and financial position, as applicable, and, to the extent material, the additional purposes, if any, for which these measures are used. The following is a list of specified financial measures that are referenced in this press release:

“Adjusted EBITDA” is defined as profit (loss) before income taxes before finance costs, depreciation and amortization, share of associate’s net profit, gain or loss on foreign exchange, non-cash share-based compensation expenses, net gain or loss on financial instruments, transaction, transitional and other costs, Enterprise Resource Planning system transformation costs, net gain or loss on sale of long-lived assets, accounts receivable reserve (recovery) for the conflict between Russia and Ukraine, and impairment charge. Adjusted EBITDA is a non-IFRS financial measure and its most directly comparable financial measure that is disclosed in our consolidated financial statements is profit (loss) before income taxes. Management believes Adjusted EBITDA is a useful measure to assess the performance and cash flow of the Company as it excludes the effects of interest, taxes, depreciation, amortization and expenses that management believes are not reflective of the Company’s underlying business performance. Management cautions investors that Adjusted EBITDA should not replace profit or loss as indicators of performance, or cash flows from operating, investing, and financing activities as a measure of the Company’s liquidity and cash flows. For a reconciliation of Adjusted EBITDA to profit (loss) before income taxes for the three month period ended June 30, 2024 and the year ended December 31, 2024, see "Profit (loss) before income taxes and Adjusted EBITDA " in our management 's discussion and analysis for such periods, which are available on SEDAR+ at www.sedarplus.ca, which reconciliations are incorporated by reference herein. Adjusted EBITDA guidance is a forward-looking non-IFRS financial measure. We do not provide a reconciliation of such forward-looking measure to the most directly comparable financial measure calculated and presented in accordance with IFRS due to unknown variables and the uncertainty related to future results. These unknown variables may include unpredictable transactions of significant value that may be inherently difficult to determine without unreasonable efforts. Guidance for Adjusted EBITDA is calculated in the same manner as described above for historical Adjusted EBITDA, as applicable.

“Order book” is defined as the total value of committed sales orders that have not yet been fulfilled that: (a) have a high certainty of being performed as a result of the existence of a purchase order, an executed contract or work order specifying job scope, value and timing; or (b) has been awarded to the Company or its divisions, as evidenced by an executed binding letter of intent or agreement, describing the general job scope, value and timing of such work, and where the finalization of a formal contract in respect of such work is reasonably assured. Order book is a supplementary financial measure.

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 future growth, results of operations, performance, business prospects, and opportunities of the Company. 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; the anticipated use of the net proceeds of the Offering; our expectation that the Offering will support the execution of our international Commercial growth strategy without compromising our commitment to responsible debt management; our expectation that the Offering will enhance our flexibility and capacity to respond to attractive Commercial segment growth opportunities in key international regions, reinforcing our strong market position; our expectation that the Offering will not result in any changes to our overall debt levels or leverage ratios; that we intend to remain focused on managing our balance sheet and lowering our leverage ratios throughout 2025; our outlook for 2025, including our Adjusted EBITDA guidance for full year 2025 and our Adjusted EBITDA guidance for Q2 2025.

Such forward-looking information reflects our current beliefs and is based on information currently available to us, including certain key expectations and assumptions concerning: the duration and impact of tariffs that are currently in effect on goods exported from or imported into Canada, and that other than the tariffs that are currently in effect, neither the U.S., China nor Canada (i) increases the rate or scope of such tariffs, reenacts tariffs that are currently suspended, or imposes new tariffs, on the import of goods from one country to the other, including on the products that AGI imports or exports and/or (ii) imposes any other form of tax, restriction, or prohibition on the import or export of products from one country to the other, including on the products that AGI imports or exports; anticipated crop yields and production in our market areas; the financial and operating attributes of acquired businesses and the anticipated future performance thereof; the value of acquired businesses and assets and the liabilities assumed (and indemnities provided) by AGI in connection therewith; anticipated financial performance; future debt levels; business prospects and strategies, including the success of our operational excellence initiatives; product and input pricing; the scope, nature, timing and cost of re-supplying certain equipment and re-completing certain work that has previously been supplied or completed pursuant to warranty obligations or otherwise; regulatory developments; tax laws; the sufficiency of budgeted capital expenditures in carrying out planned activities; currency exchange rates, inflation rates and interest rates; the cost of materials, labour and services and the impact of inflation rates and/or supply chain disruptions and/or labour activity thereon; the impact of competition; the general stability of the economic and regulatory environments in which the Company operates; the timely receipt of any required regulatory and third party approvals; the ability of the Company to obtain and retain qualified staff and services in a timely and cost efficient manner; the amount and timing of the dividends that we expect to pay; the amount of funds that we expect to invest in the repurchase of our common shares under our NCIB and the timing thereof; the ability of the Company to obtain financing on acceptable terms; the regulatory framework in the jurisdictions in which the Company operates; the ability of the Company to successfully market its products and services; and that a pandemic or other public health emergency will not have a material impact on our business, operations, and financial results going forward.

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; 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; the effects of global outbreaks of pandemics or contagious diseases or the fear of such outbreaks, such as the coronavirus (COVID-19) pandemic; the ability of management to execute the Company’s business plan; fluctuations in agricultural and other commodity prices, interest rates, inflation rates and currency exchange rates; crop planting, crop conditions and crop yields; weather patterns; the timing of harvest and conditions during harvest; volatility of production costs, including the risk of production cost increases that may arise as a result of inflation and/or supply chain disruptions and/or labour actions, and the risk that we may not be able to pass along all or any portion of increased costs to customers; governmental regulation of the agriculture and manufacturing industries, including environmental and climate change regulation; actions taken by governmental authorities, including increases in taxes, changes in government regulations and incentive programs, and actions taken in connection with local or global outbreaks of pandemics or contagious diseases or the fear of such outbreaks, such as the COVID-19 pandemic; risks inherent in marketing operations; credit risk; the availability of credit for customers; seasonality and industry cyclicality; potential delays or changes in plans with respect to capital expenditures; the cost and availability of sufficient financial resources to fund the Company’s capital expenditures; failure of the Company to realize the benefits of its operational excellence initiatives; incorrect assessments of the value of acquisitions, failure of the Company to realize the anticipated benefits of acquisitions, including to realize anticipated synergies and margin improvements, and the assumption of liabilities associated with acquisitions and/or the provision of indemnities to vendors in respect of any such assumed liabilities or otherwise; volatility in the stock markets including the market price of our securities; competition for, among other things, customers, supplies, acquisitions, capital and skilled personnel; the availability of capital on acceptable terms; dependence on suppliers; changes in labour costs and the labour market, including the risk of labour cost increases that may arise as a result of inflation and/or a scarcity of labour and/or labour activities; the impact of climate change and related laws and regulations; 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; cyber security risks; adjustments to and delays or cancellation of one or more orders comprising our order book; the requirement to re-supply equipment or re-complete work previously supplied or completed at AGI’s cost, and the risk that AGI’s assumptions and estimates made in respect of such costs and underlying the provision for warranty accrual in our consolidated financial statements related thereto and insurance coverage therefor will prove to be incorrect as further information becomes available to AGI; and the risk of litigation or unsuccessful defense of litigation in respect of equipment or work previously supplied or completed or in respect of other matters and the risk that AGI incurs material liabilities in connection with such litigation that are not covered by insurance in whole or in part. 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. Further, AGI cannot guarantee that the anticipated revenue from its order book will be realized or, if realized, will result in profits or Adjusted EBITDA. Delays, cancellations and scope adjustments occur from time-to-time with respect to contracts reflected in AGI’s order book, which can adversely affect the revenue and profit that AGI actually receives from its order book. Readers are further cautioned that the preparation of financial statements in accordance with IFRS requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities. These estimates and related assumptions may change, having either a negative or positive effect on profit or loss, as further information becomes available and as the economic environment changes. Without limitation of the foregoing, the provisions for warranties disclosed in our management 's discussion and analysis required significant estimates, judgments and assumptions about the scope, nature, timing and cost of work that will be required. It is based on management’s estimates, judgments, and assumptions at the current date and is subject to revision in the future as further information becomes available to the Company. 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.

FINANCIAL OUTLOOK

Also included in this press release are estimates of AGI’s Q2 and full-year 2025 Adjusted EBITDA, which are based on, among other things, the various assumptions disclosed in this press release, including under “Forward-Looking Information” and including our assumptions regarding the Adjusted EBITDA contribution that AGI anticipates receiving from the 5% year-over-year increase in AGI’s order book as of March 31, 2025, the benefits of our operational excellence initiatives, and our expectation that our Farm segment remains subject to challenging market conditions that are expected to last through at least the first half of 2025 with limited visibility to the second half of 2025. To the extent such estimates constitute financial outlooks, they were approved by management on May 22, 2025, and are included to provide readers with an understanding of AGI’s anticipated Q2 and full-year 2025 Adjusted EBITDA based on the assumptions described herein and readers are cautioned that the information may not be appropriate for other purposes. The financial outlooks disclosed herein do not include the potential impact of any tariff or other trade-related regulations enacted by the U.S., China, Canada or other countries other than those in effect as of May 22, 2025.

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