AGRIW AgriFORCE Growing Systems Ltd

AgriFORCE Growing Systems Ltd. (the “Company”) (NASDAQ: AGRI; AGRIW), an intellectual property (IP) focused AgTech company, issues a letter to shareholders from Chairman, David Welch, and CEO, Jolie Kahn.

Dear shareholders:

2024 is a transformational year for AgriFORCE. Since inception, it has focused on innovation within the agriculture industry, primarily through patenting new technology or seeking to acquire or partner with innovative companies while looking at attainable goals given our size and capital structure. With recent senior management changes and a refocus of our business plan to align with attainable opportunities more realistically in a challenging microcap market, the Company unveils the first steps in its revamped business plan.

We have dedicated the first half of 2024 to carefully examine our assets and develop a direction for AgriFORCE to create shareholder value, while addressing ESG issues which remain at the forefront of our collective attention, including fighting climate change. This strategy retains our focus on “AgTech” roots, including working to monetize our exclusive RCS systems license and developing sales and marketing our Awaken Grains flour™. We seek to take our “AgTech” mandate further by developing partnerships with companies that will help facilitate our expansion into the Carbon Credit and Renewable Energy Credit (REC) market and to implement blockchain technology to help overcome historical barriers to profitability in the agricultural industry.

Our Current Status

As a public company, we believe our primary purpose must be to enhance shareholder value. We accomplish this by developing a pipeline of products and technologies that are in line with our vision of driving the agriculture industry forward toward carbon neutrality. We are following two parallel paths: (i) maximizing the value of our RCS and Awaken Grains assets, and (ii) seeking opportunities for potential acquisitions and partnerships that would prove accretive to AgriFORCE and create a more robust AgTech – focused product portfolio and diversification.

We continue to maintain our resolve to run our company cost effectively and prudently. We look for ways to maximize our cash on hand, enhance our balance sheet, and keep operations and burn rates at efficient levels. We saw encouraging results of these efforts in the first quarter of 2024. AgriFORCE reduced the principal amount of its outstanding debentures from approximately $11.4 million as of December 31, 2023, to $7.9 million as of March 31, 2024, a reduction of 31%. We announced the approval of a $1 million repurchase program for our outstanding shares as we look to demonstrate our commitment to our shareholders by maintaining high standards in our financial and treasury management.

Maximizing Opportunities with Our Current Assets

Utilizing our portfolio of technology, we have begun to help the industry maximize its yield and expand profitability through our Radical Clean Solutions (“RCS”) devices, which eliminate pathogens in food production facilities and indoor farms. RCS reduces spoilage, decreasing the need to transport additional produce to account for loss. The reduction in produce production naturally leads to a reduction in fuel usage and greenhouse gas emissions. AgriFORCE continues to make headway in distributing the RCS devices. Our most recent devices were distributed in Mexico, and we continue to expand our reach in different regions, including our recently announced distribution deal in Costa Rica and Panama. The expansion of RCS systems represents the first stage of our approach. We expect to introduce additional technologies over time that will provide innovative approaches to helping the agriculture sector improve productivity while also forging a path toward a net zero carbon footprint.

We continue to develop our sustainable Awaken Grains flour™, our first-line Whole Kernel Wheat flour which is based on our patented process. It has five times the fiber, three times the protein, and 75% less net carbs than generic all-purpose flour. In keeping with our ESG motif, we cultivate the grain for Hard Red flour and Hard White flour exclusively using restorative, dry land, and no-till farming agricultural practices. This is a good example of how we, reaching our goals by implementing carbon neutral practices, are not only good for the environment but potentially generate additional profitability by creating carbon credits.

Expansion to Help Solve Global Environmental Issues Create New Economic Opportunities

Our vision is to help evolve agriculture by empowering farmers to become Carbon Credit developers. We will do this through the implementation of technology that encourages sustainable practices and the introduction of carbon sequestration technology in farming practices and methane elimination technology in meat production and other initiatives.

Through our own development and acquisition of intellectual property, technology, and other know-how, we seek to increase efficiency and production while generating additional high-margin profitability via the development and sale of offsets through carbon credits and REC credits. Ultimately, our vision is to become a significant developer and seller of agriculture technology as well as a global broker of high-valued carbon credits (utilizing Blockchain, drone, and satellite technology).

Realignment of our Senior Management Team, Venture into Blockchain Technology, and Support of the Farming Industry into the 21st Century

To encourage the development and implementation of our technology strategy, the Board has made changes to our leadership. In addition to our long-term CFO, Richard Wong, who has successfully navigated the financial management of the Company since the IPO, the Board appointed David Welch as our Chairman last year, and recently, Jolie Kahn as our CEO, and we are bringing on consultants with expertise in Agricultural Technology and Marketing.

David Welch’s background as a seasoned intellectual property and regulatory attorney in the agricultural industry and business experience as a 4th generation commercial agriculturalist provides invaluable real-world experience, contacts and insight which is crucial to AgriFORCE’s success. David has built significant agricultural relationships in North and South America and Europe with non-governmental and governmental agencies, which have been instrumental in forging potential partnerships for the Company.

Jolie Kahn brings her long experience as a securities lawyer and public company executive, focusing mostly on growth stage and turnaround of Nasdaq and NYSE listed companies. Jolie’s role as general counsel to a large North American bitcoin mining company, which she helped grow from a small microcap to a well-known seasoned issuer, will enable her to help guide the Company and manage its personnel and processes through the regulatory landscape to endeavor to develop and implement blockchain technology in the AgTech space.

AgriFORCE is commencing its efforts to develop and/or acquire technology that will utilize the blockchain to manage Carbon Credits and Renewable Energy Credits and ultimately broker these Credits to help farmers gain access to additional funding and allow farmers to borrow against future crops or sell their current crops at the spot price without a centralized banking system. The financial freedom provided by these efforts will support the economic stability of farmers, many of whom are in LATAM, Asia, and Africa. We believe our technology will minimize inflationary pressures on farmers and maximize profits by quickly settling accounts for sales of goods domestically and internationally.

Looking Forward

We believe we have considerable opportunities for innovation, leadership, and disruption. We are diving into the emerging arena of environmental credit farming with the intent to bolster our current portfolio and to pioneer foundational systems for the future of the agricultural sector and ESG initiatives. We remain grateful to our faithful shareholders for their support and patience and look forward to what we believe will, with lots of hard work, have the potential for innovative success. We are just getting started and look forward to having you along on the journey!

Sincerely,

David Welch Chairman of the Board

Jolie Kahn CEO

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.

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.

Investor Relations: Richard Wong, CFO, rwong@agriforcegs.com

CORE IR investorrelations@agriforcegs.com