AGT Food and Ingredients Inc. Announces Pricing of Initial Public Offering and Concurrent Fairfax Private Placement of Common Shares

Supplemented PREP prospectus and any amendment will be accessible through SEDAR+ within two business days

/Not for distribution to U.S. newswire services or dissemination in the United States./

REGINA, SK, Feb. 27, 2026 /CNW/ - AGT Food and Ingredients Inc. ("AGT" or the "Company") announced today that it has filed, with the securities regulatory authorities in each of the provinces and territories of Canada, and obtained a receipt for, its final base PREP prospectus, and has entered into an underwriting agreement in connection with its initial public offering of common shares (the "Offering").

The Offering consists of a treasury offering of 18,478,212 common shares at a price of $23 per share (the "Offering Price"), for total gross proceeds to the Company of approximately $425 million, and a secondary offering of 1,065,288 common shares at the Offering Price, for aggregate gross proceeds of approximately $24.5 million. The Company will not receive any proceeds from the secondary offering. The Offering is expected to close on or about March 9, 2026, subject to customary closing conditions.

The Offering is being made through a syndicate of underwriters led by National Bank Capital Markets and Scotiabank, as joint lead bookrunners, Raymond James Ltd. as bookrunner and ATB Securities Inc., Canaccord Genuity Corp., BMO Capital Markets, RBC Capital Markets, TD Securities Inc., CIBC Capital Markets and Desjardins Capital Markets (collectively, the "Underwriters").

An entity controlled by OMERS Administration Corporation ("OMERS") and the Company have granted the Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 2,931,500 common shares at the Offering Price for additional gross proceeds of up to approximately $50.3 million and $17.1 million to OMERS and the Company, respectively, if the over-allotment option is exercised in full. 

The Company also announced that certain affiliates of Fairfax Financial Holdings Limited have agreed, concurrent with the closing of the Offering, to purchase on a private placement basis an aggregate of 8,695,700 common shares at the Offering Price, for gross proceeds of approximately $200 million (the "Fairfax Private Placement"). Completion of the Fairfax Private Placement is conditional upon the completion of the Offering, and the Offering is conditional upon the completion of the Fairfax Private Placement.

The TSX has conditionally approved the listing of the common shares, subject to fulfilling customary TSX requirements. The common shares are expected to begin trading on the Toronto Stock Exchange (the "TSX") on an "if, as and when issued basis" on March 3, 2026 under the symbol "AGTF".

The supplemented PREP prospectus, containing pricing information and other important information relating to the Company, the common shares and the Offering and any amendment will be accessible within two business days under the Company's profile on SEDAR+ at www.sedarplus.com. Access to the supplemented PREP prospectus is provided in accordance with securities legislation relating to procedures for providing access to a supplemented PREP prospectus. An electronic or paper copy of the supplemented PREP prospectus and any amendment may be obtained, without charge, from National Bank Financial Inc. by mail at Attention: 130 King Street West, 4th Floor Podium, Toronto, Ontario, M5X 1J9, by telephone at (416)-869-8414 or by email at [email protected]; or Scotiabank by mail at Attention: Equity Capital Markets, 40 Temperance Street, 6th Floor, Toronto, Ontario M5H 0B4, by email at [email protected] or by phone at [phone].

No securities regulatory authority has either approved or disapproved the contents of this news release. The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, U.S. Persons (as defined in the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.

About AGT

AGT is a globally diversified food company that produces high-quality, nutritious products for everyday consumption. Our products reach consumers in 127 countries and our global footprint consists of 39 state-of-the-art, highly efficient manufacturing facilities operations across 5 continents. These facilities are strategically located near critical freight and logistics infrastructure and in close proximity to key agricultural growing regions, which provides us with the ability to efficiently source, process, and produce healthy plant-based food products that are both tasty and affordable. Our integrated supply chain utilizes the latest manufacturing technologies, allowing us to produce a growing portfolio of packaged food brands in everyday categories including pasta, pulses, rice, and cereals. In addition, we are an integral partner to many global packaged food companies and international retailers through production, supply, and innovation partnership agreements to manufacture proprietary, value added products for their owned global and store brands.

To learn more, please visit: www.agtfoods.com.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities legislation, which reflects the Company's current expectations regarding future events, including statements with regard to the closing of the Offering, the closing of the Fairfax Private Placement, the filing of the supplemented PREP prospectus and the listing of the common shares on the TSX. Forward-looking information is based on a number of assumptions, and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in the final base PREP prospectus filed on SEDAR+. Actual results could differ materially from those projected herein. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this news release is provided as of the date of this news release and AGT does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.

SOURCE AGT Food and Ingredients Inc.

For further information: Lori Ireland, Chief Financial Officer, Matthew Schroeder, Managing Director, Accounting, [phone], [email protected]