AGI Announces Closing Of $75 Million Public Offering Of Convertible Debentures

WINNIPEG, MB, April 25, 2017 – Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") is pleased to announce that it has closed its previously announced offering of $75 million aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture. A syndicate led by CIBC Capital Markets, National Bank Financial Inc. and TD Securities Inc., and including RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., Raymond James Ltd., AltaCorp Capital Inc. and Laurentian Bank Securities Inc. (collectively, the "Underwriters") acted as underwriters for the offering.

The Debentures have an interest rate of 4.85% per annum, are convertible at the option of the holder into common shares of AGI at a conversion price of $83.45 per share and have a maturity date of June 30, 2022. The Debentures are listed for trading on the Toronto Stock Exchange under the symbol "AFN.DB.D".

AGI has granted the Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days following closing to purchase up to an additional $11,250,000 aggregate principal amount of Debentures.

The net proceeds of the offering will be used to partially repay indebtedness under the revolver portions of AGI's credit facilities that were drawn on to finance the purchase price for its recently completed acquisition of Global Industries, Inc.

This press release is not an offer of Debentures for sale in the United States. The Debentures may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the Debentures under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in a public offering of Debentures in the United States. This press release shall not constitute an offer to nor shall there be any sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.