Agrinam Acquisition Corporation Announces Completion of U.S.$138,000,000 Initial Public Offering Including Full Exercise of the Over-Allotment Option
Toronto, Ontario--(Newsfile Corp. - June 15, 2022) - Agrinam Acquisition Corporation (TSX: AGRI.V) ("Agrinam" or the "Corporation") is pleased to announce the closing (the "Closing") of its initial public offering of 13,800,000 Class A restricted voting units of the Corporation (the "Class A Restricted Voting Units") (including 1,800,000 Class A Restricted Voting Units issued pursuant to the exercise in full of the over-allotment option) at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, for aggregate proceeds of U.S.$138,000,000 (the "Offering"). The proceeds from the distribution of the Class A Restricted Voting Units together with an additional U.S.$4,140,000 (funded by the issuance of a portion of the Funding Warrants (as defined below)), or U.S.$10.30 per Class A Restricted Voting Unit sold to the public, has been placed into an escrow account pending completion of a Qualifying Acquisition (as defined below) and will only be released upon certain prescribed conditions, as further described in the final prospectus of Agrinam dated June 10, 2022 (the "Final Prospectus").
BMO Capital Markets (as lead underwriter and sole bookrunner) and Canaccord Genuity Corp. (as lead manager) acted as underwriters in connection with the Offering (the "Underwriters"). SVB Securities LLC served as non-exclusive financial advisor to the Sponsor (as defined below) in connection with the Offering.
Each Class A Restricted Voting Unit is comprised of one Class A restricted voting share of the Corporation (each, a "Class A Restricted Voting Share"), one share purchase warrant of the Corporation (each, a "Warrant") and one right of the Corporation (each, a "Right"). Each Right entitles the holder to receive, upon valid conversion thereof and for no additional consideration, one-tenth (1/10) of one Class A Restricted Voting Share (which at such time will represent one-tenth (1/10) of one common share in the capital of the Corporation (each, a "Common Share"), subject to adjustments under the terms of the Qualifying Acquisition) and will expire on the day that is six (6) months after the closing date of the Qualifying Acquisition. Each Warrant entitles the holder to purchase one Class A Restricted Voting Share (and following the closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Common Share) for a purchase price of U.S.$11.50, commencing 65 days after the completion of the Qualifying Acquisition and will expire on the day that is five (5) years after the closing date of the Qualifying Acquisition or earlier, as described in the Final Prospectus. Upon the closing of the Qualifying Acquisition, each Class A Restricted Voting Share (unless previously redeemed) will be automatically converted into one Common Share and each Class B share ("Class B Share") of the Corporation will be automatically converted on a 100-for-1 basis into new proportionate voting shares of the Corporation (the "Proportionate Voting Shares"), with each Proportionate Voting Share being entitled to 100 votes per Proportionate Voting Share and, subject to certain restrictions, being convertible at the option of the holder into Common Shares at a ratio of 100 Common Shares per Proportionate Voting Share. Prior to the consummation of the Qualifying Acquisition, the Class A Restricted Voting Shares may only be redeemed upon certain events.
Agrinam is a newly-organized special purpose acquisition corporation formed 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 following the completion of the Offering (the "Qualifying Acquisition"). Agrinam intends to identify, evaluate, and execute an attractive Qualifying Acquisition by leveraging its robust network to find attractive investment opportunities. It intends to focus its search for one or more companies that operate across the Agribusiness industry in North America, either in the primary sector (with a focus on Superfoods and specialty products produced in high-tech greenhouses) or the value-added sector (with a focus on Food Tech as well as Wine & Spirits produced in new regions that have a niche differentiator relative to the competition). Agrinam also intends to generally target companies for its Qualifying Acquisition that have adopted strong ESG practices and technologies for the efficient use of resources and are committed to taking care of the environment, including companies that will seek to promote the recycling of resources by applying the circular economy concept to reuse all possible inputs and avoid or reduce pollution and environmental degradation. Notwithstanding the foregoing, Agrinam is not limited to a particular industry or geographic region or set of criteria for purposes of completing its Qualifying Acquisition.
The Class A Restricted Voting Units began trading on the Toronto Stock Exchange (the "Exchange") on an "if, as and when issued" basis on June 13, 2022 under the symbol "AGRI. V". The stock symbols "AGRI.U", "AGRI.WT.U" and "AGRI.RT.U" have been reserved for the Class A Restricted Voting Shares, the Warrants and Rights, respectively. The Class A Restricted Voting Shares, the Warrants and the Rights comprising the Class A Restricted Voting Units will initially trade as a unit, but it is anticipated that the Class A Restricted Voting Shares, the Warrants and the Rights will begin trading separately approximately forty (40) days following Closing (or, if such date is not a trading day on the Exchange, the next trading day on the Exchange). However, no fractional Warrants or Rights will be issued and only whole Warrants and Rights will trade.
Subject to certain restrictions, the Class A Restricted Voting Shares will be redeemable upon certain events for a pro-rata portion of the amount then held in the escrow account established with the escrow agent, net of taxes payable and other prescribed amounts.
Agrinam Investments, LLC, our sponsor (the "Sponsor"), together with certain of the Sponsor's and the Corporation's affiliates, directors and officers, namely Agustin Tristan Aldave (Chief Executive Officer and Director); Guillermo Eduardo Cruz (Chief Operating Officer and Director); Gustavo Castellanos Lugo (Chief Sustainability Officer); Jéronimo Peralta del Valle (Chief Financial Officer); Luis Alberto Ibarra Pardo (Chief Investment Officer); Luis Pedraza Trejo; Nicholas Thadaney (Chairman of the Board and Director); Lara Zink (Director); Jennifer Reynolds (Director); and Donald Olds (Director and Chair of the Audit Committee) (collectively with the Sponsor, the "Founders"), beneficially own or control 3,450,000 Class B Shares in the capital of the Corporation (the "Founders' Shares"), representing twenty percent (20%) of the issued and outstanding shares of the Corporation (including all Class A Restricted Voting Shares and Class B Shares in the capital of the Corporation, but assuming no exercise of any Warrants or conversion of any Rights). The Founders' Shares were acquired by the Founders through private agreement and not through the facilities of any stock exchange or any other marketplace, for approximately U.S.$0.007 per share (or U.S.$25,000 in total).
Concurrent with the Closing, the Founders purchased an aggregate of 8,710,000 share purchase warrants (the "Funding Warrants") at an effective offering price of U.S.$1.00 per Funding Warrant for aggregate proceeds equal to U.S.$8,710,000. The Funding Warrants will generally be subject to the same terms and conditions as the Warrants underlying the Class A Restricted Voting Units (as described above).
The Sponsor's position in Agrinam was acquired for investment purposes. Subject to certain exceptions, the Founders are restricted from selling their Founders' Shares and Funding Warrants until the earliest of (i) six (6) months following completion of the Qualifying Acquisition, and (ii) the date on which the closing share price of the Common Shares equals or exceeds U.S.$12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, extraordinary dividends, reorganizations and recapitalizations and the like) for any 20 trading days within any 30-trading day period at any time commencing 90 days following the closing of the Qualifying Acquisition, in each case, as described in the Final Prospectus. In connection with the Offering, and as sponsor to Agrinam, the Sponsor entered into certain material agreements, all as described in the Final Prospectus.
Borden Ladner Gervais LLP is Canadian legal counsel to the Corporation and the Sponsor. Stikeman Elliott LLP is legal counsel to the Underwriters. Dorsey & Whitney LLP is U.S. legal counsel to the Corporation and the Sponsor.
This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the Final Prospectus is available on SEDAR at www.sedar.com.
About Agrinam Acquisition Corporation
Agrinam Acquisition Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a qualifying acquisition.
About Agrinam Investments, LLC
Agrinam Investments, LLC is a limited liability company formed under the laws of Delaware and is controlled by Demeter Capital, S.A.P.I. DE C.V. and Maquia Capital Financial Group in their capacities as managers.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsor's and Agrinam's current expectations regarding future events. 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 Sponsor's or Agrinam's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, statements with respect to the Qualifying Acquisition (including the target business criteria, conditions, timing and completion thereof), the conditional release deposit of the gross proceeds from the Offering from escrow, and Exchange related matters (including trading of certain securities of the Corporation), among other factors discussed under "Risk Factors" in the Final Prospectus.
Forward-looking statements are based on assumptions, including expectations and assumptions concerning: the Agriculture industry in North America and the Corporation's ability to complete a Qualifying Acquisition. While the Corporation considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments; and the factors discussed under "Risk Factors" in the Final Prospectus.
Neither the Sponsor nor Agrinam undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Agustin Tristan Aldave
Chief Executive Officer
Agrinam Acquisition Corporation
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
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