WINNIPEG, MB – March 25, 2022 – Farmers Edge Inc. (“Farmers Edge” or the “Company”) (TSX: FDGE), a global leader in digital agriculture, today announced that it has entered into a C$75 million secured credit facility (the “Facility”) with Fairfax Financial Holdings Limited and/or certain of its affiliates (collectively, “Fairfax”) pursuant to the terms of a binding term sheet. The Facility will bear interest at a rate of 6% per annum and will mature on January 31, 2025. Farmers Edge will pay an annual commitment fee of 1% of the total undrawn amount, with C$750,000 payable upon closing of the transaction and the next payment being due one year thereafter. The net proceeds of the Facility will be used for working capital and general corporate purposes of Farmers Edge. The Facility will be guaranteed by the Company’s subsidiaries and secured by all of the present and after-acquired personal property of the Company and its subsidiaries.
The transaction, which constitutes a “related party transaction” as defined in Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), was unanimously approved by the Board of Directors of Farmers Edge, with the directors affiliated with Fairfax abstaining from the vote and the deliberations as to whether to proceed with the transaction. The transaction will be exempt from the minority approval requirement of MI 61-101, and the valuation requirements of MI 61-101 will not be applicable. Closing of the transaction is subject to the finalization of definitive documentation and customary conditions, including, on account of the transaction involving Fairfax, which is a related party of Farmers Edge, the receipt of the acceptance of the Toronto Stock Exchange (“TSX”) under section 501(c) of the TSX Company Manual. The transaction will close as soon as all conditions precedent have been satisfied.
About Farmers Edge
Farmers Edge is a global leader in digital agriculture revolutionizing the industry with a broad portfolio of proprietary technological innovations, spanning hardware, software, and services. Powered by a unique combination of connected field sensors, artificial intelligence, big data analytics, and agronomic expertise, the Company’s digital platform turns data into actions and intelligent insights, delivering value to all stakeholders of the agricultural ecosystem. Farmers Edge disruptive technologies accelerate digital adoption on the farm and beyond, protecting our global resources and ensuring sustainable food production for a rapidly growing population. For more information, please visit www.farmersedge.ca and SEDAR (www.sedar.com).
Certain statements in this press release constitute forward-looking information within the meaning of applicable securities legislation, and reflect the Company’s current expectations regarding future events. Forward-looking information is based on a number of key expectations and assumptions made by Farmers Edge. Forward-looking information is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Those risks and uncertainties include, but are not limited to, the factors discussed under “Forward-Looking Information” and “Risk Factors” in the Company’s most recent Annual Information Form, and under the “Risk and Uncertainties” section in the Company’s management discussion and analysis filed March 25, 2022, each of which are available on the Company’s website (www.farmersedge.ca/investor-relations/) and on SEDAR (www.sedar.com). The Company does not undertake any 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.