Letter Of Intent To Merge With Technologies SGG Canada Inc

(via TheNewswire)

Vancouver, British Columbia – July 31, 2024 – TheNewswire – 1325966 BC Ltd. ("AgriTech" or the “Company”) is pleased to announce an agreement between AgriTech and Technologies SGG Canada Inc (“SGG”) dated July 19, 2024.  The key terms of the Agreement are: Consideration for the Acquisition of SGG upon an agreed multiple of estimated earnings for a $165M valuation based on estimated earnings of $45M per year (estimated average for projects that have started and will complete within the next 36 months). Closing is subject to audited financials and verification of SGG projected gross sales. The Company will issue sales from a new class of multiple voting shares and has agreed to absorb certain costs related to SGG.

About SGG  

SGG is a group of companies with 12 years of operations in cold storage manufacture and installation delivering optimal cold storage conditions for a large variety of goods.  The two Founders have created or licensed Agricultural Technology Intellectual Property (IP) from around the world.  The IP covers three separate niche markets: controlled atmosphere, indoor cultivation, and waste to energy.  Today SGG is 80+ technicians and engineers from 6 countries who are experts in these three technologies fields.  Controlled Atmosphere or “CA” is the control of air molecules in a gas-tight environment at the molecular level.  The main molecules are O2, CO2, N2 which when controlled in certain concentrations can increase the storage length of fresh produce by reducing the respiration rate.  For example, a fresh apple can be held at supermarket quality for up to 14 months using cold storage coupled with CA technology.  In a normal cold storage this apple would only last at a maximum of 3 months.  CA requires gas-tight storage facilities which SGG has patented and calls “CAHYB” or Controlled Atmosphere Hybrid Building.  

SGG also holds patented IP for gas-tight advanced indoor vertical cultivation for optimal organic crop yields at reduced operational costs.   where plants grow in a high density vertical canopies operated by robotic systems without pesticides or chemicals where the environment is controlled by proprietary software to match exactly what the plants need to thrive and deliver optimal harvests.  This reduces contamination resulting in low crop loss, a competitive advantage over standard indoor cultivation facilities.   SGG has removed the need for costly chemicals by simply controlling the molecular composition of the air inside the grow building

Last but not least, waste to energy technology is SGG’s third component and addresses the most important issue for indoor cultivation facilities: energy costs.  By producing energy onsite, SGG storage and cultivation facilities can get their own electricity produced by an advanced waste to energy system that uses high temperature in the absence of oxygen that creates syngas that is then used to activate a gas turbine.  These SGG facilities also have added revenues from tipping fees per ton for incoming waste (farm waste, wood, paper, cardboard, and compost waste that is diverted from going to landfill). Biochar and carbon credits are also produced and monetized, adding to profitability of the site.

SGG is calling its facilities “Agroville” which are agriculturally zoned properties that produce revenues from food storage, crop production, and onsite energy production.  This also creates a Net Zero carbon footprint for the property.

SGG has a pipeline of projects that have already started, involving building storage and cultivation facilities with waste to energy equipment for large farmers in North America, in addition to deploying its first two corporate owned Agroville sites.

About AgriTech:

AgriTech is an unlisted Reporting Issuer in the business of identifying and improving indoor agriculture storage and vertical grow properties into sale and lease opportunities. JLL the global real estate firm estimates that the average age of US cold storage structures is 42 years old.  AgriTech is pursuing the opportunity to upgrade the old cold storage capacity with CA and add vertical farming and modern energy capture and recycling techniques.  On June 25, 2024, the Company announced the acquisition of two cold storage facilities in upper New York state with the intent to develop as Agroville sites.

On behalf of the Board

Donald Gordon, Director and CFO  1325966 BC Ltd.,

407 – 1112 W Pender St, Vancouver BC,

V6E 2S1 Ph: 604-617-7221

This news 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward- looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the Company’s business plans, expectations and objectives. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions, and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the Company’s profile.

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