Agrinam Acquisition Corporation and Freight Farms, Inc. Announce Binding Letter of Intent for Business Combination

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Sep 07, 2023, 07:00 ET

Deal is expected to reflect a pro forma enterprise valuation for the combined entity of approximately US$147 million

Agrinam is targeting non-binding investment indications of approximately US$20 million from existing Agrinam sponsors and certain strategic investors of which US$4 million has already been committed

Industry pioneer agtech company delivers sustainable, hyper-local and ultra-fresh modular food production platform to address expanding global food insecurity, food safety, and accessibility

Production of 1,000 heads of lettuce weekly, 500 crop varieties and low upfront cost create superior economic value with multiple for-profit farmers experiencing a 2-3 year payback and modular growth options

Strong education and community non-profit leadership position poised for continued expansion

TORONTO and BOSTON, Sept. 7, 2023 /PRNewswire/ -- Agrinam Acquisition Corporation (TSX: AGRI.U) ("Agrinam" or the "Corporation") today announced that it has entered into a binding letter of intent ("LOI") for a proposed business combination transaction with Freight Farms, Inc. ("Freight Farms"), a rapidly growing innovative agtech company and a leader in the global revolution for sustainable, hyper-local and ultra-fresh food production.

Freight Farms Overview

Founded in 2012, Freight Farms is an industry pioneer and global market leader of modular controlled environment agriculture with over 600 modular farms sold across 40 countries. Freight Farms' diverse client portfolio includes hundreds of for-profit farmers as well as an expanding set of farmers in segments such as education, hospitality, healthcare, grocery, food banks, and non-profit community organizations. To date, Freight Farms has raised over US$43 million in external funding, which has allowed it to build a portfolio of intellectual property that is employed and operational in its 11^th generation modular platform. Through its integrated suite of proprietary products and services – encompassing equipment, software and consumables – the Freight Farms solution seeks to optimize critical sustainability factors as well as financial performance and scalability.

The Greenery™ S is a closed-loop hydroponic container farm that offers turnkey precision growing in a modular form factor, which is easy to operate and generates attractive rates of return, comparing favorably to a typical retail franchise model. With a delivery to first harvest period in as little as 6 weeks, efficient resource usage, and the high productivity of vertical farming, this self-contained farm delivers meaningful ROI on a low customer investment, with multiple for-profit farmers experiencing a payback in 2-3 years.
Farmhand® is the proprietary automation software that provides easy access and transparency into container farm operations to optimize performance and crop yield while also providing owner/operators control and efficiency through mobile access to real-time and historical data and analytics. In addition, the software platform collects and aggregates data across the farm network, enabling continuous crop yield and operational improvements.
Farmhand Shop offers a one-stop solution for all farming needs—be it supplies, nutrients, or seeds. Developed by in-house plant scientists, these offerings are designed to optimize yields. The shop even simplifies the restocking process with customizable kits and recurring subscriptions, ensuring an uninterrupted and seamless supply chain. All of these can be easily accessed and ordered through the Farmhand app.

Inherent in its software controlled, self-contained modular form factor, Freight Farms is clearly differentiated from "warehouse" vertical farms. Importantly, Freight Farms is a technology provider, not a grower, with proven customer economics. The Company's technology has grown over 500 commercially-viable crops with lower capex compared to historically less flexible and fixed warehouse vertical farms. Container farming provides significant flexibility, is easily scalable and is adaptable to fit customer needs across for-profit and not-for-profit businesses alike and is well positioned for scaling in the face of global trends including climate change, food safety concerns, water shortages and food insecurity. Freight Farms has a deep focus on ESG and is strongly aligned to the Sustainable Development Goals of the United Nations.

Management Commentary

"We believe the potential business combination with an exceptional partner in Agrinam will enable us to more aggressively scale our business to deliver sustainable, hyper-local food production to more customers across the world," said Rick Vanzura, CEO of Freight Farms. "Freight Farms has made significant progress over the past decade building an incredible technology platform with strong underlying economics. In addition, we've proven the efficacy of our model across a broad spectrum of customers and industries that is global in reach, with installations in 40 countries worldwide."

Mr. Vanzura continued, "We are very excited about the partnership with Agrinam to take our business to the next level. Their understanding of the agtech space coupled with a focus on sustainability and efficient use of resources is closely aligned with our mission and values, making them the ideal partner."

"Ospraie Ag Science believes that end-customer requirements have created demand for the truly local and clean footprint that indoor farming can provide, and we have invested in those indoor agriculture companies that we believe can supply farmers with the technology, tools, systems, and inputs to meet customer requirements with high-returning unit economics," said Zach Morse, a Freight Farms Board member and Analyst at Ospraie Ag Science, Freight Farms largest investor. "At Freight Farms, we found a dedicated technology company that had developed and is continuously improving systems that enable their customers to grow profitably and cost-effectively hyper-locally, as evinced by the operational success and repeat business of their farmers. We're very excited to partner with Agrinam on the next phase of Freight Farms' growth as it becomes a platform company in indoor farming, which we anticipate to be accelerated by this potential business combination."

"Agrinam was formed with the focused mission to identify and merge with a differentiated agribusiness company with a strong track record and a sustainable financial model and we believe we have found that with Freight Farms and are very excited about where this company will be in the near future," said Agustin Tristan Aldave, CEO of Agrinam. "We've conducted significant diligence to date and have had detailed discussions with Rick and his exceptional team and are confident that this transaction will deliver a highly compelling value proposition for shareholders. In addition to the strength of the management team is the scalability of Freight Farms and how the platform allows for year-round production, low water consumption with 99% less water than conventional agriculture, and a contained growing environment preventing food safety issues. It also addresses global food security issues with farms in very remote areas with no access to water or crop production."

Transaction Overview

The proposed business combination ascribes a pro forma enterprise valuation of approximately US$147 million, based on certain assumptions. Under the terms of the LOI, Agrinam and Freight Farms would become a combined entity with existing Freight Farms' shareholders exchanging 100% of their shares for equity in the combined public company.

In connection with executing the LOI, Agrinam is targeting non-binding investment indications of approximately US$20 million from existing Agrinam sponsors and certain strategic investors. In addition, the Agrinam sponsor has delivered US$4 million to Freight Farms to demonstrate its commitment to the transaction.

Agrinam intends to announce additional details regarding the proposed business combination once a definitive agreement has been executed, which is anticipated to occur in the third quarter of 2023.

Completion of the proposed business combination with Freight Farms is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the proposed transaction, satisfaction of the conditions negotiated therein, regulatory approvals, including approval of the Toronto Stock Exchange, and approval of the transaction by the board and shareholders of both Agrinam and Freight Farms. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.

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. For more information, visit www.agrinamspac.com.

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 with extensive experience in agribusiness projects across North America.

About Ospraie Management and Ospraie Ag Science

Ospraie is an investment management firm founded in 1999 by Dwight Anderson. Ospraie actively invests in basic industry and commodity markets on a global basis from a fundamentally driven, long-term perspective. The firm expresses its views by participation in the broader commodity and public equity markets, as well as private transactions.

Ospraie Ag Science LLC (OAS) identifies solutions to help farmers "Do More with Less." By increasing profitability, improving quality-adjusted yield, and reducing environmental impact, OAS's companies not only benefit producers, but generate smarter, healthier, and more efficient food for consumers globally. Utilizing its extensive network and 25 years of experience investing in agriculture, OAS is positioned to help farmers achieve a sustainable future. More information available on ospraieagscience.com.

About Freight Farms

Founded in 2012, 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™ S container farm. With global customers ranging from small business farmers to the corporate, hospitality, retail, education, and nonprofit sectors, Freight Farmers make up 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 freightfarms.com

Additional Information

Borden Ladner Gervais LLP and Dorsey & Whitney LLP are acting as legal counsel to Agrinam.

Stikeman Elliott LLP and Latham & Watkins LLP are acting as legal counsel to Freight Farms.

Forward-Looking Statements

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 proposed transaction, the pro-forma enterprise valuation of the combined entity, securing non-binding investment indications and the eventual announcement of firm commitments regarding same, execution of a definitive agreement in respect of the proposed transaction, certain anticipated strategic, operational and competitive advantages and benefits created by the proposed transaction, and future opportunities for Freight Farms.

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 proposed transaction and its benefits, 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. Pro forma, projected, and estimated numbers included in this press release are used for illustrative purposes only, are not forecasts and may not reflect actual results. 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 proposed transaction may not be satisfied or waived; risks relating to the failure to obtain necessary shareholder, court, and regulatory approvals for the proposed transaction; the filing and/or mailing of documentation relating to the proposed transaction may not be completed on a timely basis; high levels of redemptions by Agrinam shareholders; the anticipated strategic, operational and competitive benefits may not be realized; the proposed transaction may be 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 proposed transaction that investors should take into account, including without limitation: the success of the combined entity's operations would depend on the combined entity's ability to grow its business; changes in domestic and foreign business, market, financial, political and legal conditions; the combined entity's financial targets may prove materially inaccurate or incorrect; a prolonged labor dispute could hurt the combined entity's business; a failure to successfully integrate the combined entity's acquisition could adversely affect the combined entity's operations and profitability; the combined entity's business is likely to be subject to numerous laws and regulations; litigation and regulatory proceedings outcomes could adversely affect the combined entity's business; the combined entity's financial condition and operating results may be adversely affected by foreign exchange fluctuations; the ability of the combined entity to meet stock exchange listing standards following the consummation of the proposed transaction; the market price of the combined entity common shares may be highly volatile; the proposed transaction may disrupt current plans and operations of Freight Farms as a result of the announcement and consummation of the proposed transaction; costs related to the proposed transaction; the uncertainty of the projected financial information with respect to Freight Farms; the effects of competition on the combined entity's future business; the enforceability of Freight Farms' intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; the proposed transaction 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 Agrinam's 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 and Freight Farms' expectations only as of the date of this document. 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.

Contacts:

Investor Contact:
Reed Anderson, ICR
[email protected]

Media Contact:
Keil Decker, ICR
[email protected]

SOURCE Freight Farms