Agrinam Acquisition Corporation Announces Amendment to Warrant Indenture

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Toronto, Ontario–(Newsfile Corp. – November 30, 2022) – Agrinam Acquisition Corporation (TSX: AGRI.U) (“Agrinam” or the “Corporation“) is pleased to announce that it has amended the terms of the warrant agency agreement dated June 15, 2022, between the Corporation and TSX Trust Company (the “Warrant Indenture“) by way of a supplemental warrant indenture (the “Supplemental Indenture“) to include a cashless exercise feature. There are currently 22,510,000 warrants issued under the Warrant Indenture (the “Warrants“), which currently trade on the Toronto Stock Exchange (the “TSX“) under the symbol “AGRI.WT.U”. The Corporation believes the cashless exercise feature may reduce the number of common shares issued upon exercise of the Warrants following the completion of a qualifying acquisition by the Corporation (a “Qualifying Acquisition“).

Under the previous terms of the Warrant Indenture, each Warrant entitled the holder thereof, upon payment of the exercise price of U.S.$11.50 (the “Exercise Price“), subject to adjustment, to acquire one Class A restricted voting share of the Corporation (a “Class A Share“). As the Warrants become exercisable commencing on the date that is 65 days following the date of a Qualifying Acquisition, the Class A Shares will, under their current terms, have been automatically converted into common shares in the capital of the Corporation expected to be issued and outstanding immediately following a Qualifying Acquisition (the “Common Shares“). Accordingly, at such time, each Warrant would be exercisable for one Common Share at the Exercise Price, subject to adjustment, upon the terms of the Warrant Indenture.

Pursuant to the Supplemental Indenture, Agrinam may elect, by providing notice at or prior to a Qualifying Acquisition, to allow Warrants to be exercised on a cashless basis. Upon the exercise of any Warrants on a cashless basis, the holder would receive the number of Common Shares determined using the following formula:

Number of Common Shares to be issued (rounded down to nearest whole number, must be a positive number) =   Number of Warrants exercised X (Market Price of Common Shares on the exercise date – Exercise Price)
  Market Price of Common Shares on the Exercise Date

 

For the purpose of the above formula, “Market Price” means the volume weighted average trading price on the TSX for the five trading days immediately preceding the date the Warrants are exercised.

This press release shall serve as notice to all holders of Warrants of the amendments made by the Supplemental Indenture. The foregoing description of the Supplemental Indenture is qualified by reference to the full text of the Supplemental Indenture, which will be filed on the SEDAR page of the Corporation at www.sedar.com.

About Agrinam Acquisition Corporation

Agrinam Acquisition Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a qualifying acquisition.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Agrinam’s current expectations regarding future events including, but not limited to, statements with respect to the Qualifying Acquisition, the exercise of Warrants and the issuance of Common Shares, and the ability to exercise Warrants by means of cashless exercise. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Agrinam’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information.

Forward-looking statements are based on assumptions, including expectations and assumptions concerning the Agriculture industry in North America and the Corporation’s ability to complete a Qualifying Acquisition. While the Corporation considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments; and the factors discussed under “Risk Factors” in the final prospectus of the Corporation dated June 10, 2022.

Agrinam undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

FOR FURTHER INFORMATION PLEASE CONTACT:

Agustin Tristan Aldave
Chief Executive Officer
Agrinam Acquisition Corporation
[email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/146374