Ag Growth Announces Exercise in Full of Over-Allotment Option in Connection with Public Offering of Convertible Unsecured Subordinated Debentures

Ag Growth Announces Exercise in Full of Over-Allotment Option in Connection with Public Offering of Convertible Unsecured Subordinated Debentures

WINNIPEG, MB, December 24, 2013 – Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") is pleased to announce that the underwriters of its offering (the "Offering") of 5.25% convertible unsecured subordinated debentures (the "Debentures") exercised in full their over-allotment option, resulting in the issue of an additional $11,250,000 aggregate principal amount of Debentures, bringing the total offering to an aggregate of $86,250,000 principal amount of Debentures.

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 Debentures are listed for trading on the Toronto Stock Exchange under the symbol "AFN.DB.A".

As previously announced, 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"). Notice has been given to the holders of the 7.00% Debentures that the 7.00% Debentures will be redeemed January 20, 2014.

The underwriting syndicate for the Offering was co-led by TD Securities Inc., National Bank Financial Inc. and CIBC and included Scotiabank, Cormark Securities Inc., AltaCorp Capital Inc., Cantor Fitzgerald Canada Corporation, Laurentian Bank Securities Inc. and Paradigm Capital Inc.

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.