Star Metro - AgriFORCE Enters into Memorandum of Understanding to Acquire a Minority Stake in an International Payment Services Provider, Potentiality to Gain Access to Regulated Global Payments and Financial Technology Infrastructure

This strategic move marks AgriFORCE's intent to consider entry into the evolving stablecoin-based payments infrastructure sector, including capabilities supporting dollar-pegged digital instruments.

Under the terms of the MOU (which is subject to satisfactory completion of due diligence and definitive documentation), AgriFORCE would acquire 4.49% of VASU in exchange for $381,650 in cash and $740,850 in restricted AgriFORCE common stock. No additional capital commitments are required post-closing, which would occur in early September 2025. The Company views this as a foundational step toward deploying a compliant global financial services platform capable of operating across a wide range of jurisdictions.

AgriFORCE CEO Jolie Kahn commented:
"On July 18th, President Trump signed the GENIUS Act into law. This legislation establishes a clear regulatory framework for the issuance and governance of stablecoins-digital assets backed by low-risk assets such as cash or U.S. Treasury bonds. These coins are pegged to stable asset classes like the U.S. dollar, mitigating the volatility and speculative risk typical of most cryptocurrencies."

She continued:
"Given their stability, stablecoins are particularly well-suited for low-maintenance, cross-border payment applications. While stablecoins have been gaining traction globally, regulatory clarity has been needed domestically. The GENIUS Act strikes a critical balance for the US marketplace by fostering innovation while protecting consumers."

AgriFORCE CFO Chris Polimeni added:
"We see significant opportunity for AgriFORCE to potentially leverage stablecoins both as a treasury management tool and a core business asset. This also supports the global positioning of the U.S. dollar as the world's leading reserve currency."

The GENIUS Act is set to take effect on the earlier of either 18 months post-enactment or 120 days after the issuance of final regulations (which must be released within 12 months). It mandates that only approved U.S.-based "Permitted Payment Stablecoin Issuers" (PPSIs), or foreign issuers under comparable regulatory regimes and OCC supervision, may issue stablecoins. The Act also governs which stablecoins are eligible for secondary market trading in the U.S.

The legislation includes both federal and state pathways to PPSI certification and sets forth requirements such as maintaining high-quality reserve assets, disclosure obligations, and full compliance with sanctions and AML regulations.

AgriFORCE's investment in VASU places the Company to be able to potentially take advantage of current global and emerging market regulatory alignment. VASU has indicated that its regulatory infrastructure provides effective foundational frameworks to service and facilitate international markets (Asia, Africa, MENA and LATAM), with:

• Global remittance facilitation (FIAT/Crypto/Stablecoins)

• Wallet-level KYC/AML requirements

• Multilateral exchange access

VASU has indicated that it operates and offers fully compliant infrastructure for fiat/crypto conversion, stablecoin settlements, and cross-border remittances.

VASU's existing global footprint allows AgriFORCE to meet these emerging market requirements early in the process while continuing to enable dollar-backed access for underbanked global communities.

Upon transaction consummation, AgriFORCE would intend to execute a structured expansion plan to develop a fully regulated digital finance ecosystem provided to it by the VASU relationship starting with the minority investment as indicated.

This initial phased roll-out strategy allows AgriFORCE to scale while maintaining strict compliance with evolving regulatory frameworks. The Company intends to initiate compliance efforts as soon as final regulations are published and will adhere to all interim guidance.

About AgriFORCE Growing Systems Ltd.
AgriFORCE Growing Systems Ltd. (NASDAQ:AGRI) is an energy-first digital infrastructure company pioneering high-efficiency compute environments across AI, edge computing, and distributed processing. Through its TerraHash Digital™ division, AgriFORCE deploys modular, off-grid compute platforms powered by emissions-tracked natural gas systems-enabling sustainable, scalable digital transformation. The Company's Power & Compute Initiative bridges financial and environmental performance across multiple industries.

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Forward-Looking Statements
Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are identified by words such as "may," "will," "plan," "should," "expect," "anticipate," "estimate," "continue," and similar expressions. These statements involve risks, uncertainties, and other factors-some of which are beyond the Company's control-that may cause actual results to differ materially from those expressed or implied, including but not limited to our ability to mine Bitcoin profitably and certain geopolitical and other third party risks beyond our control. Readers are cautioned not to place undue reliance on these forward-looking statements and are encouraged to review the Company's periodic filings with the SEC under the heading "Risk Factors" in Forms 10-K, 10-Q, and 8-K. The Company undertakes no obligation to revise or update forward-looking statements due to new information or future developments.

For more information, visit www.agriforcegs.com
For Further Information, please Contact:
Investor Relations, 1-561-717-1742, [email protected]

SOURCE: AgriFORCE Growing Systems

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