AGRIW

AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused agtech company dedicated to advancing sustainable cultivation practices and food and plant products, today announced it has entered into a binding letter of intent (“LOI”) to acquire Berry People LLC, (“Berry People”), a berry business with an increasingly international footprint and a scalable platform model. The acquisition bolsters the AgriFORCE Brands division and allows the Company to realize commercial synergies with UN(THINK), which aims at innovating in the specialty flour and grain-based products categories.

Berry People was founded in 2017 by berry industry veterans to create a new platform to meet market demand for a branded, year-round, and full-line supply of organic and conventional berries. Berry People quickly established a recognized global trade brand and scalable operations, comprised of over 200 retail and foodservice clients and over 100 grower and exporter clients across the US, Canada, Mexico, and Peru. Berry People had unaudited net revenues of USD $37 million for the year ended December 31, 2022.

The LOI (which shall be followed by a definitive purchase agreement) sets forth a purchase price of $28 million, consisting of $18.2 million in cash and $9.8 million in AgriFORCE restricted shares, will be paid at closing to acquire 70% of Berry People’s equity interests. Berry People will have the opportunity for future earnouts during the five years after closing based on future revenue and EBITDA targets associated with agreed upon growth targets.

In collaboration with AgriFORCE, Berry People aims to further develop backward integration into agricultural production via farming joint ventures and deploy licensed and developed IP as part of a scalable franchising model. The berries market was $9.65 billion in 2021 in the U.S. alone1, with growth rates of around 10% or more each year since 2019— a trend that is expected to continue.

Mauro Pennella, President of AgriFORCE Brands, said, “We are very excited to announce the LOI with Berry People, which is a thriving business with promising growth opportunities. The AgriFORCE Brands division offers better and more nutritious food and plant-based products to today’s consumers, both in the form of better grains and pulses with UN(THINK), and now in terms of fresh and nutritious berries.”

Pennella continued, “We aim to maximize commercial synergies between Berry People and UN(THINK), in terms of distribution, to retail, foodservice and other areas. We anticipate that the additional volume coming in the next year from their new grower relationships in Mexico should drive robust growth in 2023. Furthermore, we see a great fit with Delphy, given their well-established soft fruit and CEA advisory business, as well as their advanced R&D capabilities, which will work with Berry People and its grower-operators to drive increased yields and improved quality, enhance farm operations, and support the deployment of new varietals, fortifying Berry People’s vertical integration and growth plans.”

Jerald Downs, CEO of Berry People, said, “We are thrilled to join AgriFORCE, as we are mutually aligned on the Company’s vision and strategy, as well as AgriFORCE’s desire to build the Berry People brand alongside the Company’s founders and industry-experienced management team. This assures us that we can be a reliable and rooted platform for our industry partners, other collaborators, and the broader communities that we serve.”

ABOUT BERRY PEOPLE LLC

Berry People is an integrated and branded berry business with an increasingly global footprint, and a scalable platform model. We are committed to providing our customers with a balanced portfolio of all four berries with quality, in brand, organically and conventionally, and on a year-round basis. Likewise, we are committed to providing our grower-operators with competitive distribution at increasing scale over time, the latest in licensed and developed IP, and with administration and other necessary resources to build trustworthy farm operations for all members of our broader Berry People community. Additional information about Berry People is available at: https://berrypeople.com/

ABOUT AGRIFORCE

AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an agtech company focused on building an integrated agtech platform that combines the best technology, intellectual property, and knowledge to solve an urgent problem – providing the best solutions to help drive sustainable crops and nutritious food for people around the world. The AgriFORCE vision is to be a global leader in delivering plant-based foods and products through an advanced and sustainable agtech platform that makes positive change in the world—from seed to table. Additional information about AgriFORCE is available at: www.agriforcegs.com.

Follow AgriFORCE on Twitter: @agriforcegsFollow AgriFORCE on Facebook: AgriFORCE Growing Systems Ltd.Connect with AgriFORCE on LinkedIn: AgriFORCE Growing Systems Ltd.

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release. This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities of the issuer. Any offer to sell or solicitation of an offer to buy securities of the issuer may only be made pursuant to a valid prospectus pursuant to an effective registration statement or pursuant to a valid exemption from registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Company Contact:Ian PedersenTel: (604) 757-0952Email: ipedersen@agriforcegs.com  

Investor Relations:Crescendo Communications, LLCDavid Waldman/Alexandra SchiltTel: (212) 671-1021Email: AGRI@crescendo-ir.com

Media Relations:PeppercommHannah RobbinsTel: (415) 633-3205Email: AgriFORCE@peppercomm.com

1 As per IRI Integrated Fresh, Latest 52 WE 3/20/2022