Ag Growth Announces Closing of $75,000,000 Public Offering of Convertible Unsecured Subordinated Debentures and Planned Redemption of its Outstanding 7.00% Convertible Debentures Due December 31, 2014

Ag Growth Announces Closing of $75,000,000 Public Offering of Convertible Unsecured Subordinated Debentures and Planned Redemption of its Outstanding 7.00% Convertible Debentures Due December 31, 2014

WINNIPEG, MB, December 17, 2013 – Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") is pleased to announce that it has closed its previously announced offering (the "Offering") of $75,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture. A syndicate co-led by TD Securities Inc., National Bank Financial Inc. and CIBC and including ScotiaBank, Cormark Securities Inc., AltaCorp Capital Inc., Cantor Fitzgerald Canada Corporation, Laurentian Bank Securities Inc. and Paradigm Capital Inc. (collectively, the "Underwriters") acted as underwriters for the Offering.

The Debentures have a maturity date of December 31, 2018 and are convertible at the option of the holder into common shares of AGI at a conversion price of $55.00 per share. The Convertible Debentures are listed for trading on the Toronto Stock Exchange under the symbol "AFN.DB.A".

Ag Growth has also granted the Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days following closing, to purchase up to an additional $11,250,000 aggregate principal amount of Debentures.

AGI will use the net proceeds of the Offering, together with a drawdown under its credit facility, to redeem its outstanding 7.00% convertible unsecured subordinated debentures due 2014 (the "7.00% Debentures"). The 7.00% Debentures are expected to be redeemed effective January 20, 2014, and AGI expects to issue the notice of redemption to the holders of the 7.00% Debentures later today.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.

Company Profile

Ag Growth International Inc. is a leading manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, grain storage bins, grain handling accessories, grain aeration equipment and grain drying systems. AGI has eleven manufacturing facilities in Canada, the United States, the United Kingdom and Finland, and distributes its products globally.


Forward-Looking Statements

This press release contains certain forward-looking statements ("forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this press release includes forward-looking statements relating to the anticipated use of the net proceeds of the Offering and the proposed timing of completion of the redemption of the 7.00% Debentures.

These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. Additional information on these and other factors that could affect AGI's operations, financial results or dividend payments are included in AGI's annual information form and other reports on file with Canadian securities regulatory authorities which can be accessed through the SEDAR website at AGI assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws. In the event AGI does update any forward-looking statement, no inference should be made that it will make additional updates with respect to that statement, related matters, or any other forward-looking statement.