AGI Reaffirms 2021 Outlook and Announces Offering of $100 Million Convertible Unsecured Subordinated Debentures and Redemption of Outstanding Debentures Due June 2022

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

WINNIPEG, Manitoba, Oct. 14, 2021 (GLOBE NEWSWIRE) -- Ag Growth International Inc. (TSX: AFN) ("AGI", the "Company", "we" or "our") announced today an operational and financing update.

AGI Reaffirms 2021 Outlook

AGI reaffirms its previously disclosed outlook for near-term financial results, which includes expectations for:

   -- Q3 2021 sales to increase relative to Q3 2020 but, as expected, higher 
      steel prices and supply chain challenges are anticipated to result in 
      lower adjusted EBITDA1 on a year-over-year basis 
   -- Strong sales as well as adjusted EBITDA growth in Q4 2021 
   -- Very robust backlogs across AGI which were up 99% year-over-year as of 
      September 30, 2021 
   -- Despite the anticipated steel impact in Q3 2021, full year 2021 adjusted 
      EBITDA is expected to be at least $170 million, representing strong 
      growth over 2020 

"We will close out 2021 with record annual revenue and adjusted EBITDA due to outstanding execution by our global team which continues to gain market share while also dealing with extreme supply chain disruption," commented Tim Close, President & CEO of AGI. "As previously noted, the third quarter was impacted by supply chain disruption. However, this impact will ease in the fourth quarter and into 2022 as we have good visibility to strong fourth quarter results and substantial growth for the year over 2020. Our Technology business has been impacted by supply chain issues and COVID-related restrictions which have lasted much longer than anticipated. Despite these factors impacting near-term Technology growth, we have substantially increased our dealer base for Technology products and made significant progress on our IoT product, production automation, and capacity expansion initiatives. As a result, we are well positioned to ramp up Technology growth as we head into 2022."

Offering of Convertible Unsecured Subordinated Debentures

AGI also announced that it 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, $100,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). AGI has granted to the Underwriters an over-allotment option, exercisable in whole or in part for a period expiring 30 days following closing, to purchase up to an additional $15,000,000 aggregate principal amount of Debentures at the same price. If the over-allotment option is fully exercised, the total gross proceeds from the Offering to AGI will be $115,000,000.

The net proceeds of the Offering will be used to redeem Ag Growth's outstanding 4.85% Convertible Unsecured Subordinated Debentures due June 30, 2022 (the "June 2022 Debentures") and 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 November 3, 2021. 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 5.00% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing June 30, 2022. The Debentures will have a maturity date of June 30, 2027 (the "Maturity Date").

The Debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the business day immediately preceding the Maturity Date and the date specified by AGI for redemption of the Debentures into fully paid and non-assessable common shares ("Common Shares") of the Company at a conversion price of $45.14 per Common Share (the "Conversion Price"), being a conversion rate of approximately 22.1533 Common Shares for each $1,000 principal amount of Debentures.

The Debentures will not be redeemable by the Company before June 30, 2025. On and after June 30, 2025 and prior to June 30, 2026, the Debentures may be redeemed 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, provided that the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125% of the Conversion Price. On and after June 30, 2026, the Debentures may be redeemed 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 regardless of the trading price of the Common Shares.

Redemption of June 2022 Debentures

Concurrent with the Offering, AGI also announced today that it has given notice of its intention to redeem its June 2022 Debentures in accordance with the terms of the supplemental trust indenture dated April 25, 2017, governing the June 2022 Debentures. The redemption of the June 2022 Debentures will be effective on November 16, 2021 (the "Redemption Date"). Upon redemption, AGI will pay to the holders of June 2022 Debentures the redemption price (the "Redemption Price") equal to the outstanding principal amount of the June 2022 Debentures to be redeemed, together with all accrued and unpaid interest thereon up to but excluding the Redemption Date, less any taxes required to be deducted or withheld.

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.

AGI Company Profile

AGI is a provider of the physical equipment and digital technology solutions required to support global food infrastructure including grain, fertilizer, seed, feed, and food processing systems. AGI has manufacturing facilities in Canada, the United States, the United Kingdom, Brazil, India, France, and Italy and distributes its product globally.

For More Information Contact:

Andrew Jacklin

Director, Investor Relations

+1-437-335-1630

investor-relations@aggrowth.com

CAUTIONARY STATEMENTS

Preliminary Financial Information

The Company's expectations for Q3 2021 sales to increase relative to Q3 2020 but for higher steel prices and supply chain challenges to result in lower adjusted EBITDA on a year-over-year basis, are based on, among other things, AGI's financial results for the three months ended September 30, 2021. AGI's financial results for the three months ended September 30, 2021 have not yet been finalized or approved and as such, such estimates and guidance are subject to the same limitations and risks as discussed under Forward-Looking Information set out below. Accordingly, AGI's guidance for the three months ended September 30, 2021 may change upon the completion and approval of the financial statements for such period and the changes could be material.

Non-IFRS Measures

In analyzing our results, we supplement our use of financial measures that are calculated and presented in accordance with International Financial Reporting Standards ("IFRS") with a number of non-IFRS financial measures, including "adjusted EBITDA". A non-IFRS financial measure is a numerical measure of a company's historical performance, financial position or cash flow that excludes [includes] amounts, or is subject to adjustments that have the effect of excluding [including] amounts, that are included [excluded] in the most directly comparable measures calculated and presented in accordance with IFRS. Non-IFRS financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies' non-IFRS financial measures having the same or similar businesses. 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.

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

In our Q2 MD&A and annual MD&A, we discuss the non-IFRS 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. Reconciliations of non-IFRS financial measures to the most directly comparable IFRS financial measures are contained in our Q2 MD&A and annual MD&A.