Today's News

Vancouver, BC, March 9, 2022--(T-Net)--AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, today announced it has executed a non-binding term sheet for a planned convertible debt facility of up to $20 million with an accredited institutional investor.

The Notes would be convertible at $2.75 per share. Under the agreement, the Company would receive an initial amount of $10 million and would have the right to receive an additional $10 million at the Company's discretion, in one or multiple tranches, subject to certain conditions.

In addition, the Investor would receive 3-year warrants equal to 50% of the principal Note amount at an exercise price of $2.75 per share, subject to customary adjustments.

The Company intends to use the net proceeds of the Notes towards the closing of the previously announced acquisition of Delphy Groep BV.

The Convertible Debt facility term sheet is subject to execution of a final definitive agreement.

Ingo Mueller, CEO, AgriFORCE Growing Systems Ltd.

Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: "We appreciate the tremendous support of the Investor in providing us this planned convertible debt facility, which we expect to finalize in the coming days. Importantly, the cash flow provided by the planned Delphy acquisition allows us to leverage the strong pro forma financial position of the Company to minimize equity dilution. We believe the acquisition of Delphy will be a transformative event for the Company, both financially and operationally, as it provides us first-in-class global consulting operations from which we plan to accelerate deployment of our robust IP portfolio, including our GrowHouse facilities."

Additional details on the transaction will be available in the Company's Form 8-K, which will be filed with the Securities and Exchange Commission and available on the Company's website upon execution of the definitive agreement.

About AgriFORCE

AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on the development and acquisition of crop production know-how and intellectual property augmented by advanced AgTech facilities and solutions. Looking to serve the global market, the Company's current focus is on North America, Europe and Asia. The AgriFORCE vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AgriFORCE goal: Clean. Green. Better. Additional information about AgriFORCE is available at: www.agriforcegs.com.