Toronto, Ontario--(Newsfile Corp. - July 23, 2024) - Agrinam Acquisition Corporation (TSX: AGRI.U) (the "Corporation") announced today that it has entered into a series of amending agreements, each dated effective July 15, 2024, July 18, 2024 and July 19, 2024 respectively (the "Amending Agreements" and each an "Amending Agreement") with Freight Farms, Inc. ("Freight Farms") and Agrinam Merger Sub, Inc. ("Merger Sub") to amend the definitive business combination agreement among Agrinam, Merger Sub and Freight Farms dated October 4, 2023, as amended on March 14, 2024, March 19, 2024, and June 28, 2024, whereby Agrinam has agreed to acquire all of the issued and outstanding shares of Freight Farms by way of a triangular merger (the "Business Combination").
Pursuant to the Amending Agreement dated effective July 15, 2024, Agrinam, Merger Sub and Freight Farms agreed to extend the date by which Freight Farms may provide notice to terminate the Business Combination (the "Outside Date") from July 15, 2024 to July 18, 2024.
Pursuant to the Amending Agreement dated effective July 18, 2024, Agrinam, Merger Sub and Freight Farms agreed to further extend the Outside Date from July 18, 2024 to July 20, 2024.
Pursuant to the Amending Agreement dated effective July 19, 2024, Agrinam, Merger Sub and Freight Farms agreed to, amongst other things, extend the Outside Date from July 20, 2024 to July 22, 2024 (and potentially further to September 30, 2024, subject to the satisfaction of certain conditions therein) and to add and amend other transaction terms, including certain closing conditions.
The Business Combination is anticipated to constitute Agrinam's qualifying acquisition under Part X of the Toronto Stock Exchange Company Manual. The Business Combination and the Amending Agreements may be viewed under Agrinam's profile on SEDAR+ at www.sedarplus.ca.
About Agrinam Acquisition Corporation
Agrinam Acquisition Corporation is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time.
About Freight Farms
Freight Farms debuted the first vertical hydroponic farm built inside an intermodal shipping container with the mission of democratizing and decentralizing the local production of fresh, healthy food. Since its inception, Freight Farms has refined its product offering to arrive at the Greenery container farm. With global customers ranging from small business farmers to the corporate, hospitality, retail, education, and nonprofit sectors, Freight Farms make up one of the largest network of IoT connected farms in the world. AgTech Breakthrough named Freight Farms the 2022 "IoT Monitoring Solution of the Year" for its farmhand® IoT automation software. For more information, visit https://www.freightfarms.com.
Forward-Looking Information
Certain information contained in this press release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This press release includes forward-looking information and statements pertaining to, among other things, the Business Combination and the Business Combination constituting the qualifying acquisition of Agrinam.
These forward-looking statements reflect material factors and expectations and assumptions of Agrinam and Freight Farms including, without limitation, expectations and assumptions relating to Agrinam and Freight Farms being able to receive all required regulatory and shareholder approvals and current estimates and assumptions regarding the Business Combination, which are based on Agrinam's and Freight Farms' perception of historical trends, current conditions and expectations, as well as other factors believed to be appropriate in the circumstances. Agrinam's and Freight Farms' estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements in this press release, including, but not limited to: the conditions to the consummation of the Business Combination may not be satisfied or waived; risks relating to the failure to obtain necessary shareholder, court, and regulatory approvals for the Business Combination; the filing and/or mailing of documentation relating to the Business Combination may not be completed on a timely basis; high levels of redemptions by Agrinam shareholders; the Business Combination may be further modified, restructured or terminated; events or series of events may cause business interruptions; and the availability of equity and debt financing and/or refinancing on acceptable terms. There are numerous risk factors related to the Business Combination that investors should take into account, including, without limitation: the ability of the resulting entity to meet Toronto Stock Exchange or other stock exchange listing standards following the consummation of the Business Combination; the Business Combination may not be completed within Agrinam's permitted timeline to complete a qualifying acquisition or the potential failure to obtain an extension of Agrinam's qualifying acquisition deadline if sought by Agrinam; and other factors discussed under "Risk Factors" in the Corporation's IPO prospectus dated June 10, 2022. Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to Agrinam and Freight Farms or that they presently believe are not material could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained in this press release. Additional information on these and other factors that could affect events and results are included in other documents and reports that will be filed by Agrinam with applicable securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca). Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Agrinam's and Freight Farms' expectations only as of the date of this press release. Agrinam and Freight Farms disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information contact:
Agustin Tristan Aldave
Chief Executive Officer
Agrinam Acquisition Corporation
agustin.tristan@agrinamspac.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/217440
SOURCE: Agrinam Acquisition Corporation
