African Agriculture to List on Nasdaq via Planned Merger With 10x Capital Venture Acquisition Corp II

African Agriculture, Inc. ("AAGR" or the "Company"), a global food security company operating a commercial-scale alfalfa farm on the African continent to meet the growing demand for agricultural commodities globally, and 10X Capital Venture Acquisition Corp. II (NASDAQ:VCXA, Warrants VCXAW)))) ("10X II"), a special purpose acquisition company ("SPAC") sponsored by 10X Capital, today announced the execution of a definitive Business Combination Agreement. Upon closing of the transaction, which values AAGR at an estimated enterprise value of $450 million, the combined company is expected to list its shares on the NASDAQ stock market. Through the transaction, AAGR will receive additional capital for expanding its current and planned farming operations. 10X II and AAGR have secured a $100 million standby equity financing facility from YA II PN, LTD., an affiliate of Yorkville Advisors. 10X II has also entered into a forward purchase agreement with a client of Cohen, whereby such party has agreed to purchase, if applicable, shares of 10X II's Class A ordinary shares prior to the closing of the business combination for a purchase price of up to $100 million in the event of potential redemptions by 10X II's shareholders. Entities and funds managed by Cohen own equity interests in 10X II's Sponsor. AAGR's lead investor and majority shareholder is Global Commodities and Investments Limited, a natural resources-focused investment firm owned by Switzerland-based entrepreneur Frank Timis, who has a track record of success in West African mining and infrastructure, including one of the largest natural gas discoveries on the Atlantic margin in Senegal's history. The combined public company will be led by current AAGR CEO Alan Kessler. Mr. Kessler is South African-born and a graduate of the University of Pennsylvania and Columbia Business School. He has served as an investment banker and research analyst at Morgan Stanley and Goldman Sachs, and later led IPOs for multiple African commodity companies. Mr. Kessler said, "Becoming a U.S. listed publicly traded company creates a significant opportunity for African Agriculture. The enhanced access to capital will allow us to continue to scale and grow our footprint to become a leading producer of alfalfa globally and grow our platform to further solidify our leading position in the field of protein security. Our access to abundant water and flexible logistics gives us the tools to restore the historical European breadbasket in the Senegal-Mauritania river valley, with further expansion potential into carbon credits with our sustainability-focused Great Green Wall project on approximately 500,000 acres in Niger."