AgJunction Provides Notice of Amendments to Restricted Share Plan and Stock Option Plan and Intention to Adjourn Certain Matters to be Considered at the Shareholder Meeting to a Meeting to be held on October 9, 2015

/NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

HIAWATHA, KS, Sept. 29, 2015 /CNW/ - (TSX: AJX) — AgJunction Inc. ("AgJunction" or the "Corporation") announces that it has amended the terms of its restricted share plan (the "Restricted Share Plan") to be considered at the Annual General and Special Meeting (the "Meeting") of the holders of common shares of AgJunction ("Shares") on September 30, 2015 at 8:00 a.m. (Scottsdale time).

The Board of Directors of AgJunction have approved an amendment to the terms of the Restricted Share Plan to provide that: (1) the number of Shares issuable to insiders, at any time, under all security based compensation arrangements of AgJunction, cannot exceed 10% of issued and outstanding Shares; and (2) the number of Shares issued to insiders, within any one year period, under all security based compensation arrangements of AgJunction, cannot exceed 10% of issued and outstanding Shares.  As a result of such amendments, the policies of the Toronto Stock Exchange provide that the votes cast by insiders of the Corporation on the ordinary resolution set forth on pages 51 and 52 of AgJunction's Information Circular and Proxy Statement dated August 28, 2015 (the "Information Circular") will not be excluded from voting on such resolution. 

Further, AgJunction announces that the Board of Directors of AgJunction have determined not to proceed with the proposed approval of shareholders to remove the limitations contained in the Corporation's stock option plan (the "Option Plan") which provide that: (1) the number of Shares issuable to insiders, at any time, under all security based compensation arrangements of AgJunction, cannot exceed 10% of issued and outstanding Shares; and (2) the number of Shares issued to insiders, within any one year period, under all security based compensation arrangements of AgJunction, cannot exceed 10% of issued and outstanding Shares, such that the only amendment being proposed to shareholders at the Meeting is an amendment to increase the maximum number of Shares issuable under the Option Plan and all other security based compensation arrangements from 10% to 13% of the issued and outstanding Shares.  As a result of such change, the policies of the Toronto Stock Exchange provide that the votes cast by insiders of the Corporation on the ordinary resolution set forth on page 53 of the Information Circular will not be excluded from voting on such resolution.

In connection with the above noted changes, AgJunction intends to conduct all of the business to be conducted at the Meeting on September 30, 2015, other than the ordinary resolutions approving the Restricted Share Plan and the amendments to the Option Plan, and then adjourn the Meeting to 8:00 a.m. (Scottsdale time) on October 9, 2015, at which time it will conduct the special business related to the approval of the Restricted Share Plan and the amendments to the Option Plan, all as described in the Information Circular and this press release. Such adjournment will allow shareholders additional time to consider the proposed ordinary resolutions in respect of the Restricted Share Plan and the Option Plan.

Shareholders of AgJunction who have not voted or wish to change their vote with respect to the Restricted Share Plan and the amendments to the Option Plan may do so by following the instructions set forth on the proxy or voting instruction form provided to them. A shareholder may also revoke a previously voted proxy with an instrument in writing, including another proxy, signed by the shareholder and delivered to Computershare Trust Company in Canada in accordance with the instructions provided in the Information Circular. In order to revoke a proxy previously delivered by an intermediary or its agent, on their behalf, beneficial shareholders should carefully follow any revocation instructions set forth on the voting instruction form provided to them by their intermediary or agent.

About AgJunction
AgJunction provides innovative hardware and software applications for precision agriculture worldwide. AgJunction holds numerous patents and markets its products and services under leading brand names including Outback Guidance® and Satloc®. AgJunction supports advanced farming practices and enables seamless data connectivity among growers and their agricultural service providers. Headquartered in Hiawatha, Kansas, AgJunction has facilities in Arizona, Pennsylvania, Winnipeg, and Queensland, Australia.    

SOURCE Agjunction Inc.

For further information: Rick Heiniger, President and CEO, AgJunction, RHeiniger@agjunction.com; Cory Pala, Investor Relations, (416) 657-2400 or 1-877-657-5276, Cory.Pala@evestor.com


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