Benzinga | Oct 27, 2021 08:04PM EDT

EXCLUSIVE: AgriFORCE Growing Systems Reports Binding Letter Of Intent To Buy Unnamed European Agricultural Technology Consultancy Firm For ~$29M In Cash, Stock

VANCOUVER, B.C. -- October 27, 2021 -- AgriFORCE Growing Systems Ltd.("the Company") (NASDAQ:AGRI, AGRIW))), an IP-focused AgTechcompany dedicated to advancing sustainable cultivation andVANCOUVER, B.C. -- October XX, 2021 -- AgriFORCE Growing Systems Ltd.

("the Company") (NASDAQ:AGRI, AGRIW))), an IP-focused AgTech

company dedicated to advancing sustainable cultivation and crop

processing across multiple verticals, has entered into a binding letter of

intent to acquire a leading AgTech European consultancy focused on

driving agricultural optimization, innovation, solutions and operational

expertise in the agriculture and horticulture and Controlled Environment

Agriculture (CEA) sectors.

With global operations and over 200 employees, this AgTech consultancy

achieved 2020 annual consulting audited revenues of over US$26 million

and EBITDA of US$3 million (IFRS based), and it expects to end the year

2021 with revenues of US$28 million (as estimated by the target's

management and subject to due diligence).

The binding LOI is subject to completion of standard due diligence and

entry into a definitive purchase agreement within 45 days, which shall

include commercially standard terms and conditions, including, but not

limited to, representations and warranties, covenants, events of default

and conditions to closing.

The purchase price by AgriFORCE is estimated to be in the range of US$29

million with a mix of cash and stock, with all stock issued in private



placement transactions exempt from registration under Section 4(a)(2) of

the Securities Act of 1933.

Transaction Highlights

The AgriFORCE acquisition of this leading European AgTech consultancy is

expected to provide the following strategic benefits:

AgriFORCE plans to leverage the consultancy's decades of

experience, established customer base and deep industry

relationships to accelerate deployment of its proprietary

AgriFORCE Grow House and related IP, including facility and

lighting design, automation and artificial intelligence, fertigation and

nutrients, as well as micropropagation and genetics.

The consultancy has generated strong historical financial

performance and consistent growth across Europe and

internationally. AgriFORCE plans to build on this growth through

expansion of these consulting operations and the establishment of a

research and development center in North America, higher

penetration of its Asian markets, as well as expanding AgriFORCE's

operations in Europe,

This acquisition is intended to place the combined operations at

the forefront of knowledge and IP development and research,

which AgriFORCE plans to augment with increased revenue from

technical solutions in the key CEA verticals.

Ingo Mueller, CEO of AgriFORCE Growing Systems, commented: "This

acquisition is an alliance of our complementary expertise and shared

values. Both AgriFORCE and this leading European AgTech consultancy are

dedicated to making positive change in the lives of farmers and

consumers. This is an unprecedented opportunity for exceptional

innovation and through our synergies, expanded growth in both North

America and Europe for both organizations." He added: "We look forward



to a robust collaboration around IP development and implementation that

will support farmers all around the world in improving all aspects of

agriculture -- from seed to table."

Troy McClellan, President of AgriFORCE Solutions, added: "This is a key

step for AgriFORCE to drive a strategic integration approach of

crops, operations, facilities, systems and environment in the development

of IP that improves controlled-environment agriculture (CEA), and field

agriculture, including plant yields, nutrition, taste and pureness of quality.

Our goal is to address some of the biggest challenges and legacy issues in

these key critical sectors and in the continual pursuit of clean, green, better

crops and plant-based products and ingredients."

About AgriFORCE

Dedicated to providing more sustainable and better quality food, plant-based

products and ingredients, pharmaceuticals and nutraceuticals, AgriFORCE

Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused

on developing and acquiring innovative agriculture IP that changes the way

cultivation and crop processing are done. The Company's vision is to be a leader

in delivering plant-based foods and products through advanced and sustainable

AgTech solutions that make positive change in the world -- from seed to table.

The AgriFORCE foundational IP -- called the AgriFORCE Grow House -- includes a

proprietary facility design and automated growing system for high-value crops

focused on improving the way that controlled-environment agriculture (CEA) is

done. The AgriFORCE Grow House was designed to produce in virtually any

environmental condition and to optimize crop yields to as near their full genetic

potential possible, while using substantially fewer natural resources and

eliminating the need for the use of pesticides and/or irradiation. The AgriFORCE

goal: Clean. Green. Better. Additional information about AgriFORCE is available

at: www.agriforcegs.com.



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.