Mr. Paul Brisebois reports

AGI PROVIDES UPDATE ON CAPITAL STRATEGY AND STRATEGIC REVIEW

Ag Growth International Inc. (AGI) has provided further details on its capital strategy, continuing balance sheet improvement initiatives, strategic review process and overall outlook.

As AGI enters 2027, the company is seeing positive market signals across many of its core businesses, which support increasing confidence in its outlook. Farm markets have strengthened with a notable pickup in order intake over recent months and commercial quoting activity is rising across key global regions. Over all, AGI continues to benefit from leading market positions across a range of geographies including North America, EMEA (Europe, the Middle East and Africa), India and Brazil. Combined with more than $30 million of expected annualized cost savings and approximately $50 million of identified surplus real estate monetization opportunities, management believes AGI is well positioned to improve earnings, strengthen cash flow and accelerate balance sheet deleveraging.

AGI's capital strategy is focused on reducing debt and pro-actively addressing coming maturities. The plan combines improved operating cash generation, structural cost reductions, and the monetization of non-core assets, with the objective of materially reducing leverage and strengthening the company's balance sheet.

Capital structure and operational actions under way:

• Covenant flexibility: With the strong support of its banking partners, AGI has secured covenant relief under its senior credit facilities through the second quarter of 2027, providing the company additional operating and execution flexibility as it advances various deleveraging initiatives. AGI's senior credit facility extends to 2030, providing an important foundation of committed financing.
• 2026 debentures: As previously announced, AGI has proposed amending the terms of its $85-million Third Series 5.25 per cent senior subordinated unsecured debentures by extending the maturity date from Dec. 31, 2026, to Dec. 31, 2030, and increasing the annual coupon from 5.25 per cent to 9.00 per cent, among other amendments. AGI will seek approval for the debenture amendments at a meeting of the holders of the debentures to be held on Oct. 28, 2026. Debentureholder approval requires: (i) a quorum representing at least 25 per cent of the outstanding principal amount of the debentures; and (ii) the affirmative vote of holders representing at least 66-2/3rds per cent of the principal amount represented at the meeting, in person or by proxy. AGI will provide the required notice, circular and proxy materials to holders and the debenture trustee in advance of the meeting. The debenture amendments are also subject to Toronto Stock Exchange approval.
• Excess real estate: Approximately $50-million of excess, non-core real estate has been identified for monetization, with disposition processes planned or under way. Net proceeds are expected to be directed primarily toward debt reduction, with transactions anticipated to close through the end of 2026 and into the first half of 2027.
• Additional non-core asset sales: The real estate program is one component of a broader non-core asset monetization initiative and does not include potential proceeds from other non-core businesses or assets currently being evaluated by the company and the board's strategic review committee (SRC). Management is focused on using internally generated cash and proceeds from non-core asset monetization to reduce senior indebtedness and progressively strengthen the balance sheet.
• 2027 maturities: AGI is actively managing its 2027 convertible debenture maturities well in advance of their respective due dates, with all options being reviewed and a bias toward finding a strategic financing solution to efficiently address both maturities.
• Structural cost savings: AGI is implementing structural cost reductions expected to deliver more than $30-million of annualized savings. To date, these actions include the closure of the company's Naperville office, restructuring of underperforming North American business units and an overhaul of the senior executive team, among other actions.

Management believes AGI's underlying operating business, global market positions and cash-generation potential provide a substantial asset base from which to continue improving the company's capital structure. The recently announced 2026 debenture amendment is one element of a phased debt management plan. Management is focused on using internally generated cash and proceeds from non-core asset monetizations to progressively strengthen the balance sheet. The company is confident that it has the sufficient time and tools to address the totality of its maturity profile.

Review of strategic alternatives

As previously announced, the company formed the SRC to oversee a formal review of strategic alternatives available to the company to maximize shareholder value. Earlier this month, the SRC formally engaged CIBC Capital Markets and BofA Securities as financial advisers to assist in the evaluation of available alternatives and execution of value-maximizing strategies, including, but not limited to, pro-actively refinancing the company's 2027 convertible debenture maturities. The covenant relief and other balance sheet optimization initiatives under way are expected to provide AGI and its financial advisers with sufficient flexibility and time to undertake a thorough review of all available strategic alternatives with the objective of maximizing value for shareholders.

About Ag Growth International Inc.

AGI is a leading provider of equipment and solutions that support the efficient storage, handling, transport and processing of food globally. AGI has manufacturing facilities in Canada, the United States, Brazil, India, France and Italy and distributes its products around the world.

We seek Safe Harbor.