WINNIPEG, Manitoba–(BUSINESS WIRE)–Ag Growth International Inc. (TSX: AFN) (“AGI”, the “Company”, “we” or “our”) has determined that it will delay the filing with Canadian securities regulatory authorities of its unaudited interim financial statements for the three and nine months ended September 30, 2025 (the “Q3 Financial Statements”) and related management’s discussion and analysis (the “MD&A”), and its Chief Executive Officer and Chief Financial Officer certifications (collectively with the Q3 Financial Statements and the MD&A, the “Required Filings”) past the prescribed deadline of November 14, 2025.
The Company has been working with its auditors in connection with the auditors’ quarterly review of the Q3 Financial Statements in order to finalize the Required Filings. While the Company had initially believed that the Q3 Financial Statements, together with the auditors’ review thereof, would be completed by November 14, 2025, the Company has now concluded that further time will be required to finalize the Company’s accounting treatment of its operations in Brazil and that the Company will be unable to file the Required Filings by that date. The Company is working diligently to complete the Required Filings and anticipates, but cannot assure, that these filings will be finalized and filed within 60 days. To facilitate the completion of the Required Filings, the Audit Committee is in the process of reviewing various matters relating to the Company’s financial reporting and internal controls with respect to its operations in Brazil. In view of the Company’s uncertainty regarding the results to be reflected in the Q3 Financial Statements, the Company is also withdrawing its previously issued Adjusted EBITDA guidance for the full year 2025.
The Company has applied for a management cease trade order (“MCTO”) with the applicable securities regulatory authorities in Canada until such time that the Required Filings are made. An MCTO generally restricts all trading in securities of the Company, whether direct or indirect, by the Company’s Chief Executive Officer and Chief Financial Officer. However, the MCTO may be extended to include the directors of the Company, among others. The issuance of an MCTO does not generally affect the ability of persons who are not the Chief Executive Officer or Chief Financial Officer of the Company to trade in securities of the Company. There is no guarantee that an MCTO will be granted.
The Company intends to satisfy the provisions of the alternative information guidelines set out in National Policy 12-203 – Management Cease Trade Orders as long as it has not filed the Required Filings, and will provide updates on progress on the Required Filings by news release at least once every two weeks. The Company will also continue to disclose any other material information concerning its affairs and ongoing business activities.
AGI Company Profile
AGI is a provider of the equipment and solutions required to support the efficient storage, transport, and processing of food globally. AGI has manufacturing facilities in Canada, the United States, Brazil, India, France, and Italy and distributes its product worldwide.
Forward-Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). All information contained herein that is not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Some of the forward-looking statements contained in this press release include the expected timing for filing of the Required Filings and the granting of an MCTO. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that may cause the actual filing time of the Required Filings, the outcome of the Company’s MCTO application, financial results, performance or achievements to be materially different from the estimated future filing time, MCTO application outcome, results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Forward-looking information involves significant risks and uncertainties. A number of factors could cause actual results to differ materially from results discussed in the forward-looking information, which include but are not limited to the risk that an MCTO is not granted, that the securities regulatory authorities issue a cease trade order in respect of AGI’s securities, that the Company is unable to file the Required Filings within 60 days, and/or that AGI’s fiscal 2025 Adjusted EBITDA is lower than its original guidance. A discussion of some of the material risks applicable to the Company can be found in the Company’s current Management’s Discussion and Analysis and Annual Information Form under the heading “Risks and Uncertainties”, each of which have been filed on SEDAR and can be accessed at www.sedarplus.ca. The forward-looking information included in this news release is made as of the date of this news release and, except as required by law, AGI disclaims any obligation to update or revise any forward- looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements.
Contacts
For More Information Contact:
Andrew Jacklin
Sr. Director, Investor Relations
+1-437-335-1630
[email protected]
