Concerned Shareholders of Ag Growth International Seek Appointment of New Directors to Oversee a Sale Process of the Company
Ag Growth Should be Responsive to Widespread Shareholder Demands and Immediately Commence a Strategic Review and Sales Process
Tim Close, Transformative Former-CEO of Ag Growth, and Neil Desai, an Experienced Corporate Director, are Prepared to Join the Board, with Mr. Close Providing Interim Leadership throughout a Sales Process
Abrupt Departure of Longtime CFO Highlights Urgent Need for Action
ST. HELIER, Jersey, April 01, 2026 (GLOBE NEWSWIRE) — Tim Close and Plantro Ltd. (“Plantro”), (together the “Concerned Shareholders”) today call upon the board of directors (the “Board”) of Ag Growth International Inc. (TSX: AFN) (“AGI” or the “Company”) to effect immediate Board changes and appoint two highly-qualified individuals who will enjoy the confidence of shareholders, namely: Tim Close and Neil Desai (the “Proposed Directors”). Collectively, the Concerned Shareholders own nearly 10% of the outstanding shares of the Company.
The Concerned Shareholders also call upon the Board to schedule its upcoming 2026 annual meeting (the “Annual Meeting”) without delay, and include the Proposed Directors as nominees for election as directors. The Concerned Shareholders stand willing to engage with the Board in good faith to restore the confidence of shareholders by immediately appointing the Proposed Directors who will provide effective leadership and oversight of a strategic review and sales process to sell the entire Company.
AGI’s share price performance over the past several years has materially lagged relevant industrial peers and broader equity markets, destroying substantial long-term value. Public market investors have demonstrated considerable patience through multiple cycles of restructuring plans, margin improvement initiatives and strategic repositioning efforts. That patience is now largely depleted.
The Company has also continued to struggle with investor communication and transparency. This was acutely reflected in the events surrounding the cease-trade order imposed upon AGI. The Company’s Q4/2025 earnings release then appeared to sharply diverge from investor and sell-side analyst expectations – with EBITDA plunging 38% year-over-year. The Concerned Shareholders believe that a long-term turnaround of AGI is best accomplished away from the public markets, and in the hands of a strategic or financial acquirer who can invest in the future growth of the business. The Company’s current intention to conduct piecemeal sales of the business and various cost-cutting initiatives, have the potential to negatively impact the long-term value of AGI.
In addition, the Company continues to operate without a permanent CEO, and recently announced that its CFO is departing AGI in the coming weeks. Attempting to recruit a new CEO, then allowing sufficient time for that individual to become fully familiar with the business, would likely result in a further prolonged period of uncertainty and delay for shareholders.
The Proposed Directors
The Proposed Directors are aligned with shareholders and support the undertaking by AGI of a strategic review and sales process. To avoid the risk of an extended transition period and to help ensure that a credible and disciplined sales process can be evaluated and, if appropriate, executed without delay, The Concerned Shareholders call upon the Board to immediately appoint as directors Tim Close – AGI’s former Chief Executive Officer until 2022, and Neil Desai – a seasoned executive and corporate director. The Concerned Shareholders expect the Board to also nominate the Proposed Directors for election to the Board at the Annual Meeting.
- Tim Close: Mr. Close brings deep institutional knowledge of the Company’s operations, markets and strategic alternatives, and is well-positioned and prepared to stabilize the business and manage it through an immediate sale process, which is the most effective path to unlock shareholder value. During his 10-year tenure, Mr. Close transformed AGI from a regional provider of grain handling equipment to a global leader in food infrastructure, with revenues growing from ~$300 million to ~$1.5 billion. He oversaw the deployment of more than $700 million in capital across 19 transactions. Mr. Close is uniquely placed to stabilize AGI and successfully lead the Company through a sale process.
- Neil Desai: Mr. Desai is a seasoned executive and corporate director with experience in technology, governance, and M&A across the public and private sectors. Previously, Mr. Desai was a core member of the executive team at Magnet Forensics, guiding its growth from start-up to IPO, and through to a $1.8B sale in 2023. He has also held senior roles in the Government of Canada, including at Global Affairs and the Prime Minister’s Office. Currently, Mr. Desai is the acting CEO of FinVentures, he chairs Solace Power and ClearRisk, and sits on the boards of the Public Policy Forum and the Innovation Asset Collective. He is a former director of the Alcohol and Gaming Commission of Ontario and YMCA Canada. He is a senior fellow at CIGI and entrepreneur-in-residence at Rogers Cyber Catalyst.
AGI Chair Dan Halyk: The Time to Listen, Engage and Deliver – Is Now
The Concerned Shareholders have heard from a substantial number of shareholders, and believe that the Proposed Directors possess the skills and experience necessary to restore the confidence of shareholders in the Company’s management. Given the significant challenges facing the Company, Mr. Close’s extensive experience as AGI’s former CEO, his proven-track record of success and his alignment with shareholders, The Concerned Shareholders believe that he is uniquely positioned to lead a strategic review and sales process and that shareholders would be broadly supportive of a sale of the Company.
The Concerned Shareholders call on Chair Dan Halyk to rethink his lack of receptiveness to shareholder concerns, and for him and the Board, to engage constructively on the Proposed Directors, commence a sale process, and avoid an unnecessary contested Annual Meeting.
Media Contact
Gagnier Communications
Riyaz Lalani / Dan Gagnier
Plantro@gagnierfc.com
Disclaimer and Additional Information in Support of Solicitation by Public Broadcast
The information contained in this news release does not and is not meant to constitute a solicitation of a proxy from any security holder of the Company, nor is this news release an offer to purchase or a solicitation of an offer to sell securities of the Company, in each case within the meaning of applicable corporate and securities laws.
The information contained or referenced herein is for informational purposes only in order to provide the views of the Concerned Shareholders and the matters which the Concerned Shareholders believe to be of concern to shareholders of AGI as described herein. The information is not tailored to specific investment objectives, the financial situation, suitability or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of the Concerned Shareholders, which opinions may change at any time and which are based on the Concerned Shareholders’ own analyses.
Notwithstanding that the Annual Meeting has not been called, and that no proxy is being solicited by or on behalf of Plantro or the Proposed Directors at this time, and that no shareholders of AGI are being asked to execute proxies in favour of Plantro or for the election of the Proposed Directors, Plantro is voluntarily providing the disclosure required under the Canada Business Corporations Act and section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations. In the event that the Board does not engage with Plantro regarding the concerns identified herein, Plantro may nominate the Proposed Directors for election in connection with the Annual Meeting, at which time Plantro may solicit proxies in any manner permitted by law.
Any solicitation of proxies made by or on behalf of Plantro in connection with the Annual Meeting (if and when called by AGI) is, or will be, as applicable, made by or on behalf of Plantro and not by or on behalf of management of AGI. Any costs incurred for any such solicitation will be borne by Plantro, provided that, subject to applicable law, Plantro may seek reimbursement from AGI of Plantro’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith. Any proxies solicited by or on behalf of Plantro pursuant to a dissident information circular sent to AGI shareholders after which solicitations may be made by or on behalf of Plantro by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising and in person by Plantro personnel or representatives who will not be specifically remunerated therefor. Plantro may also solicit proxies in reliance on applicable exemptions to the solicitation requirements under corporate and securities laws, which may include by way of public broadcast, including through press releases, speeches or publications, and in any other manner permitted under applicable laws. Plantro may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Plantro.
To the knowledge of Plantro, each Proposed Director is “independent” of AGI within the meaning of section 1.4 and 1.5 of National Instrument 52-110 – Audit Committees, provided that, if appointed as interim CEO, Mr. Close would not be considered “independent”. Mr. Close beneficially owns, controls or directs 251,731 common shares of AGI and Mr. Desai beneficially owns, controls or directs nil common shares of AGI.
To the knowledge of Plantro, no Proposed Director is, as at the date of this news release, or has been, within 10 years before the date of this news release, a director, chief executive officer or chief financial officer of any company (including AGI) that, (i) was subject to an order that was issued while the Proposed Director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the Proposed Director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer and, for the purposes hereof, the word “order” means (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation.
To the knowledge of Plantro, no Proposed Director is, as at the date of this news release, or has been within 10 years before the date of this news release, a director or executive officer of any company (including AGI) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
To the knowledge of Plantro, no Proposed Director has, within the 10 years before the date of this news release, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to hold the assets of the Proposed Director.
To the knowledge of Plantro, no Proposed Director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for the Proposed Director.
Neither Plantro nor, to its knowledge, any of the Proposed Directors, nor any of their respective associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of AGI’s most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect AGI or any of its subsidiaries. Neither Plantro nor, to its knowledge, and of the Proposed Directors, nor any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting (if and when called), other than as set out herein.
AGI’s head office is disclosed on its SEDAR+ profile as being located at 198 Commerce Dr., Winnipeg, Manitoba, R3P 0Z6, Canada.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this news release, including without limitation statements regarding the Concerned Shareholders’ views regarding AGI’s stated plans and intentions with respect to its business, including its restructuring plan, contain or are based on “forward-looking information” within the meaning of applicable securities laws. Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information. Often, but not always, statements containing forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “intends”, “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “might”, or “will” be taken, occur or be achieved. Although the Concerned Shareholders believe that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to AGI, which are expressly disclaimed by the Concerned Shareholders) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements.
Material factors or assumptions that were applied by the Concerned Shareholders in formulating the forward-looking information contained herein include assumptions about the potential attractiveness to potential acquirors of AGI’s assets and business operations, the current and future economic conditions affecting AGI’s business and operations, the feasibility that AGI’s management will be able to execute on the restructuring plan as disclosed by the Company, the suitability of the Company’s current management to drive shareholder value, and that the Company’s disclosure record is accurate in all material respects and is not misleading (including by omission). The Concerned Shareholders caution that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Concerned Shareholders and there is no assurance that they will prove correct. Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, subsequent actions taken by the Company in respect of its business including its disclosed restructuring plan, changes to general economic conditions, changes in laws or regulations, including with respect to tariffs, and risks identified by the Company relating to its own forward-looking information.
These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Concerned Shareholders’ forward-looking information. Other unknown and unpredictable factors could also impact outcomes. Statements made in this news release by the Concerned Shareholders that contain forward-looking information are based on the Concerned Shareholders’ beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Concerned Shareholders expressly disclaim any obligation to do so, except as required by applicable law.
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