AgriFORCE Growing Systems Announces Planned Convertible Debt Facility of up to $20 Million
March 08 2022 - 8:55AM
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 AgriFORCEAgriFORCE
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: @agriforcegsFollow
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 PedersenTel: (604)
757-0952Email: ipedersen@agriforcegs.com
Investor Relations:Crescendo Communications,
LLCDavid Waldman/Natalya RudmanTel: (212) 671-1021Email:
AGRI@crescendo-ir.com
Media Relations:Denise SabetTel: (604)
757-0952Email: dsabet@agriforcegs.com
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