AgriFORCE Growing Systems Announces Planned Convertible Debt Facility of up to $20 Million

Rhea-AI Summary

AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) has executed a non-binding term sheet for a convertible debt facility of up to $20 million with an accredited institutional investor. The company will receive an initial $10 million, with the option for an additional $10 million later. The debt is convertible at $2.75 per share and includes 3-year warrants at the same price. Funds will be used for the acquisition of Delphy Groep BV, expected to enhance AgriFORCE's operational capabilities and financial health, minimizing equity dilution.

Positive

• Secured a convertible debt facility of up to $20 million.
• Initial funding of $10 million with a potential additional $10 million.
• Convertible debt is at a favorable price of $2.75 per share.
• Acquisition of Delphy Groep is expected to enhance operational capabilities.

Negative

• None.

VANCOUVER, British Columbia, March 08, 2022 (GLOBE NEWSWIRE) -- AgriFORCE Growing Systems Ltd. (“the Company”) (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 (the “Notes”) of up to $20 million with an accredited institutional investor (the “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 (Delphy). The Convertible Debt facility term sheet is subject to execution of a final definitive agreement.

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.

Follow AgriFORCE on Twitter: @agriforcegs
Follow AgriFORCE on Facebook: AgriFORCE Growing Systems Ltd.
Connect with AgriFORCE on LinkedIn: AgriFORCE Growing Systems Ltd. 

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities of the issuer.  Any offer to sell or solicitation of an offer to buy securities of the issuer may only be made pursuant to a valid prospectus pursuant to an effective registration statement or pursuant to a valid exemption from registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Company Contact:
Ian Pedersen
Tel: (604) 757-0952
Email: ipedersen@agriforcegs.com

Investor Relations:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1021
Email: AGRI@crescendo-ir.com

Media Relations:
Denise Sabet
Tel: (604) 757-0952
Email: dsabet@agriforcegs.com

FAQ

What is the purpose of AgriFORCE's $20 million convertible debt facility?

The facility will fund the acquisition of Delphy Groep BV, enhancing AgriFORCE's operations.

When will the funding for AgriFORCE's acquisition be received?

AgriFORCE will initially receive $10 million, with the option for an additional $10 million later.

What is the conversion price for the convertible debt from AgriFORCE?

The convertible debt is priced at $2.75 per share.

How does AgriFORCE plan to use the proceeds from the convertible debt?

The proceeds will be used to close the acquisition of Delphy Groep BV.