AGT Food and Ingredients Inc. Completes Initial Public Offering and Concurrent Fairfax Private Placement for Total Gross Proceeds to AGT of $625 million

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SYMBOL:TSX: AGTF

REGINA, SK, March 9, 2026 /CNW/ - AGT Food and Ingredients Inc. ("AGT" or the "Company") (TSX: AGTF) today announced the closing of its initial public offering (the "Offering") of common shares of the Company (the "Common Shares"). The Offering consisted 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 also announced the closing of its concurrent private placement to certain affiliates of Fairfax Financial Holdings Limited ("Fairfax") of an aggregate of 8,695,700 Common Shares (the "Fairfax Private Placement Shares") at the Offering Price, for gross proceeds of approximately $200 million (the "Fairfax Private Placement").

"Fairfax continues to be very impressed by the performance and progress made by Murad Al-Katib and the AGT team in transforming the business and building a strong global packaged foods business", said Prem Watsa, Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited.

"Global demand for everyday foods like pasta and pulses is growing. AGT has an integrated supply chain including state-of-the-art global processing plants in five continents capable of bringing affordable plant-based packaged foods to global consumers, retailers and clients. We are excited to continue building a sustainable and profitable business as a public company with Fairfax as our partner", said Murad Al-Katib, President and CEO of AGT.

An entity controlled by OMERS Administration Corporation ("OMERS") and the Company have granted the Underwriters (as defined below) 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 expects to use the full amount of the net proceeds received from the treasury offering and the Fairfax Private Placement to repay amounts outstanding under its prior bank facilities.

The Common Shares began trading on the Toronto Stock Exchange on March 3, 2026, under the symbol "AGTF".

The Offering was 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").

The Offering was completed pursuant to the Company's supplemented PREP prospectus dated February 27, 2026 (the "Prospectus"), and filed with the securities regulators in each of the provinces and territories of Canada, a copy of which is accessible under the Company's profile on SEDAR+ at www.sedarplus.com.

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.

Early Warning Report

Fairfax, through certain of its affiliates, acquired the Fairfax Private Placement Shares. Immediately prior to its acquisition of the Fairfax Private Placement Shares and closing of the Offering, Fairfax, through certain of its affiliates, beneficially owned and controlled 29,050,368 Common Shares (or approximately 80.0% of all outstanding Common Shares). Following its acquisition of the Fairfax Private Placement Shares, Fairfax, through its affiliates, would own and control 37,746,068 Common Shares, representing approximately 55.8% of all outstanding Common Shares and a decrease in Fairfax's interest in the Company by 24.2%.

The Fairfax Private Placement Shares were acquired by Fairfax for investment purposes, and in the future, it may discuss with management and/or the board of directors of the Company any of the transactions listed in clauses (a) to (k) of item 5 of Form F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Company, in such manner as it deems advisable to benefit from changes in market prices of the Company's securities, publicly disclosed changes in the operations of the Company, its business strategy or prospects or from a material transaction of the Company.

An early warning report will be filed by Fairfax in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.com or may be obtained directly from John Varnell, Vice President, Corporate Development of Fairfax upon request at [phone].

Fairfax's head and registered office is located at 95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7.

AGT's head office is located at 6200 East Primrose Green Drive, Regina, Saskatchewan, S4V 3L7, and its registered and records office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9.

Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

Fourth Quarter and Year End 2025 Release Date and Conference Call

The Company also announced that its Fourth Quarter and Year End 2025 results will be released after market close on March 16, 2026. A conference call to discuss the Fourth Quarter and Year End 2025 results is scheduled for March 17, 2026 at 8:30 a.m. Eastern time. To join the conference, please dial 1-844-763-8274 (toll free from Canada & the U.S.) or [phone] (from outside Canada & the U.S.). An audio replay of the conference call will be available on AGT's website after the call by visiting www.agtfoods.com.

The financial statements and notes thereto for the three and twelve months ended December 31, 2025, as well as the related management's discussion and analysis will be filed on SEDAR+ at www.sedarplus.com and will also be available on the Company's website at www.agtfoods.com prior to the conference call.

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 operating 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 may contain "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 use of the net proceeds of the Offering and the Fairfax Private Placement and the industry in which the Company operates. 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 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]