AgJunction Inc. Announces Voting Results of Annual and Special Meeting of Shareholders held on September 30, 2015 and Changes Time of Adjourned Meeting

HIAWATHA, KS, Sept. 30, 2015 /CNW/ - (TSX: AJX) - AgJunction Inc. ("AgJunction") announces that on September 30, 2015 it held its annual and special meeting of shareholders (the "Meeting").

At the Meeting, shareholders passed an ordinary resolution (the "Merger Resolution") approving the issuance of Common Shares to shareholders of Novariant, Inc. ("Novariant") and  participants under a management retention plan of Novariant pursuant to the Agreement and Plan of Merger and Reorganization dated March 16, 2015 among AgJunction, AgJunction MergeCo, Inc. and Novariant, as amended from time to time (the "Merger"), with 99.97% of the Common Shares represented at the Meeting voting in favor of the Merger Resolution.  Subject to satisfaction of all necessary conditions to closing of the Merger, AgJunction anticipates that the Merger will be completed on or before October 15, 2015.

In addition to certain other annual matters that were considered at the Meeting, including fixing the number of directors of AgJunction and the appointment of auditors, at the Meeting shareholders approved the election of six nominees as directors of AgJunction to serve for the period commencing immediately following the Meeting and ending at the earlier of the time the Merger becomes effective (the "Effective Time") and the next annual meeting of AgJunction shareholders (the "Interim Period"). Common Shares represented at the Meeting were voted by way of ballot in favour of and withheld from voting for each of the individual nominees as follows:


FOR


WITHHELD


Number


Percentage


Number


Percentage

Mark W. Anderson

39,698,651


99.97%


13,640


0.03%

Barry D. Batcheller

39,698,651


99.97%


13,640


0.03%

Paul G. Cataford

39,698,651


99.97%


13,640


0.03%

Richard W. Heiniger

39,698,651


99.97%


13,640


0.03%

Michael J. Lang

39,698,651


99.97%


13,640


0.03%

John M. Tye III

39,698,651


99.97%


13,640


0.03%

At the Meeting shareholders also approved the election of seven nominees as directors of AgJunction to serve for the period from and after the Effective Time until the next annual meeting of AgJunction shareholders, with Common Shares represented at the Meeting voting by way of ballot in favour of and withheld from voting for each of the individual nominees as follows:


FOR


WITHHELD


Number


Percentage


Number


Percentage

Mark W. Anderson

39,698,951


99.94%


22,340


0.06%

Paul G. Cataford

39,698,651


99.97%


13,640


0.03%

Jonathan Ladd

39,692,951


99.95%


19,340


0.05%

Michael J. Lang

39,698,651


99.97%


13,640


0.03%

Jose Suarez

39,692,951


99.95%


19,340


0.05%

John M. Tye III

39,690,651


99.95%


21,640


0.05%

David Vaughn

39,684,951


99.93%


27,340


0.07%

The ordinary resolution approving the restricted share plan of AgJunction and the ordinary resolution approving an amendment to AgJunction's option plan to increase the maximum number of Common Shares issuable under the option plan and all other security based compensation arrangements from 10% to 13% of the issued and outstanding Common Shares and unallocated options under such plan, were adjourned to a meeting of shareholders of AgJunction to be held at  11:00 a.m. (Scottsdale time) on October 9, 2015 at 8444 N. 90th Street, Suite 130, Scottsdale, Arizona 85258. For further information, see AgJunction's press release dated September 29, 2015.  Please be advised that the time for the adjourned meeting has changed from AgJunction's press release issued on September 29, 2015 from 8:00 a.m. (Scottsdale time) to 11:00 a.m. (Scottsdale time).

__________________________________________________________

Reader Advisory and Note Regarding Forward Looking Information

This press release contains forward-looking information and forward-looking statements (collectively, "forward-looking information") within the meaning of applicable securities laws and is based on the expectations of management of AgJunction as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "may", "will", "should", "believe", "intends" and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning: the anticipated timing of completion of the Merger, the satisfaction of conditions to closing of the Merger, and the holding of the adjourned Meeting. AgJunction has provided such forward-looking information in reliance on certain assumptions that it believes are reasonable at this time, including, but not limited to, assumptions as to the ability of each of AgJunction and Novariant to receive, in a timely manner, the necessary regulatory, stock exchange and other third party approvals for completion of the Merger, and the ability of each of AgJunction and Novariant to satisfy all of the conditions to closing of the Merger. The anticipated dates provided herein may change for a number of reasons, including inability to secure necessary regulatory, or other third party approvals in the time assumed; failure to satisfy the conditions to closing of the Merger; or the need for additional time to satisfy the conditions to the completion of the Merger. Accordingly, readers should not place undue reliance on such forward-looking information contained in this press release. Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure of each of AgJunction and Novariant to obtain the necessary regulatory, stock exchange and other third party approvals and satisfy the conditions to closing of the Merger in a timely manner, or at all. Failure to obtain such approvals may result in the Merger not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and AgJunction undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SOURCE Agjunction Inc.

For further information: Michael Manning, Chief Financial Officer, AgJunction Inc., (785) 742-5149, MManning@agjunction.com; Cory Pala, Investor Relations, e.vestor Communications Inc., (416) 657-2400, Cory.Pala@evestor.com


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