Ag Growth International Inc. (TSX: AFN) (“AGI”, the “Company”, “we” or “our”) has issued a new default status report pursuant to the alternative information guidelines outlined in National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”). This update offers further transparency around the Company’s ongoing delay in filing required financial disclosure documents and the steps AGI is taking to resolve the situation as efficiently as possible.
Background on the Filing Delay and MCTO
As communicated in its announcement on November 13, 2025 (the “Announcement”), AGI applied for a management cease trade order (“MCTO”) with relevant Canadian securities regulatory authorities. The Company sought this order because it was unable to complete and file its unaudited interim financial statements for the three- and nine-month periods ended September 30, 2025 (collectively, the “Q3 Financial Statements”) by the prescribed deadline of November 14, 2025. Alongside the Q3 Financial Statements, the Company also did not file its corresponding management’s discussion and analysis (“MD&A”) and the Chief Executive Officer and Chief Financial Officer certifications. These documents, together referred to as the “Required Filings,” comprise mandatory quarterly disclosure under Canadian securities legislation.
On November 14, 2025, following the Company’s application, the Manitoba Securities Commission—acting as AGI’s principal regulator—granted the MCTO. The issuance of a management cease trade order is a regulatory measure designed to protect the investing public when an issuer is temporarily unable to meet required continuous disclosure obligations. Unlike a full cease trade order, which would prevent all trading in a company’s securities, an MCTO targets only senior management, specifically restricting the Company’s Chief Executive Officer and Chief Financial Officer from trading in AGI securities until the Required Filings are completed and accepted by regulators.
Nature and Impact of the MCTO
AGI emphasizes that the MCTO applies solely to its executive leadership—namely, the CEO and CFO. These individuals are prohibited from trading, directly or indirectly, in any securities of the Company while the MCTO is in effect. Importantly, the MCTO does not impact the ability of other AGI shareholders, investors, or the general public to buy, sell, or hold securities of the Company. Trading in AGI shares remains fully permitted for all parties except the specified officers.
This targeted approach reflects regulators’ intent to ensure fairness and preserve market confidence. It prevents senior management—who may have access to undisclosed information—from trading while ensuring that shareholders and market participants are not unnecessarily penalized for a delay that is procedural and temporary.
AGI has reiterated that it is working diligently to complete the Required Filings. The Company currently anticipates that the outstanding documents will be finalized and submitted no later than January 13, 2026. However, AGI also acknowledges that it cannot guarantee this timeline, given the complexity of financial reporting processes and the need for accuracy, internal reviews, and appropriate audit procedures.
Compliance With NP 12-203 Requirements
Under NP 12-203, companies that are subject to a management cease trade order must adhere to an alternative disclosure framework until their default is remedied. This framework is designed to ensure that investors are kept informed of the issuer’s status at regular intervals.
AGI confirms that, since the date of the Announcement, it has complied with all such obligations and will continue to do so. Specifically:
- No Material Change Since the Announcement
The Company states that there have been no material changes to the information disclosed on November 13, 2025, that would be significant to investors or require immediate disclosure. - No Additional Defaults
AGI confirms that it has not incurred any other disclosure defaults under NP 12-203, and the current issue relates solely to the delay in filing the Q3 Financial Statements and related documents. - Ongoing Bi-Weekly Updates
In accordance with NP 12-203, AGI will continue issuing bi-weekly default status reports in the form of news releases. These updates will remain in place until all Required Filings are completed and the Company is no longer in default. - No Undisclosed Material Information
The Company also asserts that it is not aware of any undisclosed material information that would reasonably be expected to impact its securities or the decisions of investors.
Through these actions, AGI seeks to maintain transparency and uphold investor confidence despite the temporary reporting setback.
Efforts to Complete the Required Filings
AGI reiterates that its finance, accounting, and management teams are working to complete the Required Filings as quickly as possible. The process of preparing and reviewing interim financial statements and related disclosures involves multiple layers of internal analysis, external auditing or review procedures, verification of operational data, and assessment of financial assumptions across AGI’s global footprint.
Given the Company’s diverse operations—spanning manufacturing facilities in Canada, the United States, Brazil, India, France, and Italy—assembling consolidated financial statements involves extensive coordination across regions and business units. While quarterly financial reporting is typically routine, certain operational or administrative factors can occasionally create delays. AGI emphasizes that accuracy and compliance remain its top priorities and that the delay does not reflect any change in its underlying business fundamentals.
Commitment to Transparency and Investor Confidence
Throughout the default period, AGI remains committed to open communication with investors, regulators, and the broader market. By proactively seeking an MCTO rather than risking a full cease trade order, the Company demonstrated its intention to manage the situation responsibly and in accordance with best practices for corporate governance.
The continuation of bi-weekly status updates ensures that investors receive timely information, reducing speculation and maintaining confidence in AGI’s corporate transparency. The Company also highlights that it will issue an immediate news release upon completing the Required Filings and expects the MCTO to be lifted shortly thereafter.
AGI Company Profile
AGI is a leading global provider of equipment, technology, and solutions that support the efficient storage, handling, transportation, and processing of agricultural commodities and food products. The Company serves a broad customer base across the global food supply chain, offering integrated systems and specialized products that help enhance productivity, food quality, and overall supply chain efficiency.
With manufacturing operations in Canada, the United States, Brazil, India, France, and Italy, AGI’s footprint extends across major agricultural markets and export hubs. Its solutions are used at farms, grain elevators, food processors, port terminals, and commercial storage facilities around the world. From grain storage systems and handling equipment to advanced processing technologies, AGI plays a key role in strengthening global food infrastructure and supporting reliable food movement from producers to consumers.
As AGI works toward resolving its current filing delay, the Company continues to focus on long-term growth, operational excellence, and its ongoing commitment to global food security and supply chain innovation.
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