Ag Growth Announces Exercise in Full of Over-Allotment Option in Connection with Public Offering of Subscription Receipts and Convertible Debentures

WINNIPEG, MANITOBA--(Marketwired - Dec. 3, 2014) -

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

Ag Growth International Inc. (AFN.TO) ("AGI" or the "Company") is pleased to announce that the underwriters of its offering (the "Offering") of subscription receipts ("Subscription Receipts") and 5.25% extendible convertible unsecured subordinated debentures (the "Debentures") exercised in full their over-allotment option, resulting in the issue of an additional 145,050 Subscription Receipts at a price of $46.55 per Subscription Receipt and $6,750,000 aggregate principal amount of Debentures, bringing the total offering to an aggregate of 1,112,050 Subscription Receipts and $51,750,000 aggregate principal amount of Debentures for total aggregate proceeds of approximately $103.5 million.

Each Subscription Receipt represents the right of the holder to receive, upon closing of AGI's previously announced acquisition of Vicwest's Westeel division (the "Acquisition"), without payment of any additional consideration, one common share ("Common Share") of AGI plus an amount equal to the amount per Common Share of any dividends declared for which record dates have occurred during the period from closing of the Offering to the date immediately preceding the closing date of the Acquisition. The proceeds from the offering of the Subscription Receipts, less 50% of the commission payable to the underwriters, have been deposited in escrow. If the Acquisition closes on or before April 30, 2015, the escrowed proceeds will be released to AGI and used to finance, in part, together with the proceeds from the offering of the Debentures and AGI's credit facilities, the Acquisition. If the Acquisition does not close by April 30, 2015, the arrangement agreement in respect of the Acquisition is terminated at any earlier time, or AGI advises TD Securities Inc. or announces to the public that it does not intend to proceed with the Acquisition (the occurrence of any such event being a "Termination Event"), holders of the Subscription Receipts will be refunded the purchase price of their Subscription Receipts and will also receive a pro rata share of the interest earned on the escrowed proceeds, and the Subscription Receipts will be cancelled. The Subscription Receipts are listed for trading on the Toronto Stock Exchange under the symbol "AFN.R".

The Debentures have an interest rate of 5.25% per annum, are convertible at the option of the holder into Common Shares at a conversion price of $65.57 per share and have a maturity date of December 31, 2019, provided that if a Termination Event occurs and the Acquisition does not close, the maturity date will be April 30, 2015. The Debentures are listed for trading on the Toronto Stock Exchange under the symbol "AFN.DB.B".

The underwriting syndicate for the Offering was bookrun by TD Securities Inc. and included National Bank Financial Inc., CIBC World Markets Inc., Scotia Capital Inc., Cormark Securities Inc., AltaCorp Capital Inc., Laurentian Bank Securities Inc. and Paradigm Capital Inc..

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.

Company Profile

Ag Growth International Inc. is a leading manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, grain storage bins, grain handling accessories, grain aeration equipment and grain drying systems. AGI has eleven manufacturing facilities in Canada, the United States, the United Kingdom and Finland, and distributes its products globally.