Mr. Paul Brisebois reports

AGI ANNOUNCES APPROVAL OF DEBENTURE AMENDMENTS AND PROVIDES UPDATE ON STRATEGIC REVIEW

The holders of Ag Growth International Inc.'s third series 5.25 per cent senior subordinated unsecured debentures due Dec. 31, 2026, approved certain amendments to the debentures at a serial meeting of debentureholders held today.

In particular, at the meeting, the debentureholders approved:

• Extending the maturity date for the debentures from Dec. 31, 2026, to Dec. 31, 2030;
• Increasing the interest rate on the debentures from 5.25 per cent to 9.0 per cent for the period beginning on Dec. 31, 2026, and ending on the maturity date (for greater certainty, the interest rate on the debentures will remain at 5.25 per cent until and including Dec. 30, 2026);
• Amending the company's right to redeem the debentures, such that:
  • On or after Dec. 31, 2026, and prior to Dec. 31, 2028, the company may not redeem the debentures at its option;
  • On or after Dec. 31, 2028, and prior to Dec. 31, 2029, the company may redeem the debentures at its option at a price equal to 104.5 per cent of the principal amount plus accrued and unpaid interest; and
  • On or after Dec. 31, 2029, and prior to Dec. 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 that occurs on or after Dec. 31, 2026, and prior to Dec. 31, 2028, the company may redeem the debentures, at its option, at a cash redemption price equal to 104.5 per cent of the principal amount of the debentures, plus an aggregate amount equal to the interest that: (i) has accrued and is unpaid to such date of redemption; and (ii) would have accrued and been payable up to and including Dec. 31, 2028, had the debentures not been redeemed; and
• Providing for consequential and other amendments of a housekeeping nature.

Debentureholders holding $42,674,737 principal amount of debentures, representing approximately 50.21 per cent of the $85-million principal amount of outstanding debentures, were represented in person or by proxy at the meeting.

The detailed results of the vote were as follows.

The resolution approving the debenture amendments required approval of holders of not fewer than 66-2/3rds per cent of the principal amount of debentures present or represented by proxy and entitled to vote. A detailed description of the debenture amendments is set out in the company's management information circular dated Oct. 1, 2026, available under the company's SEDAR+ profile.

The debenture amendments are expected to be effected by a fourth supplemental indenture between the company and Computershare Trust Company of Canada, which is expected to be entered into and effective on or about Oct. 30, 2026, provided that the interest rate increase becomes effective on Dec. 31, 2026, due to Toronto Stock Exchange trading mechanics. The debenture amendments remain subject to the final approval of the TSX. The amended debentures will continue to trade on the TSX under the symbol AFN.DB.H.

Strategic review update

The strategic review committee review of strategic alternatives continues to progress, with the support of CIBC Capital Markets and BofA Securities as financial advisers.

The approval of the debenture amendments is an important step in Ag Growth's phased debt management plan. Together with the covenant relief secured under the company's senior credit facilities through the second quarter of 2027, it supports a disciplined review by the SRC and its advisers of the strategic alternatives available to the company to maximize shareholder value.

The SRC review includes pro-actively addressing the company's 2027 convertible debenture maturities. In parallel, management is advancing the operational initiatives outlined in the company's Sept. 30, 2026, press release. These include more than $30-million of expected annualized cost savings and approximately $50-million of identified real estate monetization opportunities, along with the potential monetization of other non-core assets. Proceeds and internally generated cash will be used to reduce debt and improve leverage ratios. Ag Growth will provide further updates on the strategic review as appropriate.

About Ag Growth International Inc.

Ag Growth is a provider of the equipment and solutions required to support the efficient storage, transport and processing of food globally. Ag Growth has manufacturing facilities in Canada, the United States, Brazil, India, France and Italy, and distributes its product worldwide.

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