Sow Good has restructured its Uranex and Magnis Tech transaction so its Subsidiary will subscribe for newly Issued Shares representing 99.97% of each company, for TZS 343,331,000, approximately $129,559. The structure gives the sellers a 0.03% nominee interest while tying transaction completion to simultaneous subscription completion.

Key Highlights

  • The amended transaction sets total consideration at AUD$96,413,866.
  • Uranex and Magnis Tech will issue 343,331 ordinary shares under the subscription agreement.
  • Completion depends on conditions including Encumbrance releases, nominee deeds and an increase in Magnis Tech’s authorised share capital.

The transaction involves Ryzon Materials Limited, Uranex, Magnis Tech and Uranex ESIP Pty Limited. The amended agreement clarifies total consideration at AUD$96,413,866 and was entered into on Aug 21, 2026.

Direct Subscription Replaces Transfer

The amendment changes the Share Purchase Agreement dated Apr 20, 2026, by introducing an Investment and Share Subscription Agreement among SOWG Tanzania Inc. Sow Good (NASDAQ: SOWG) and the sellers.

The sellers’ retained interest is held for the buyer under nominee arrangements. The amendment defines the retained shares as the shares held immediately after subscription completion and requires nominee deeds, declarations of trust and powers of attorney in favour of SOWG Tanzania Inc.

The revised transaction therefore separates the direct issuance of shares from the sellers’ retained nominee position.

Consideration Terms Clarified

The amendment replaces the previous consideration definition with 10,321,528 Seller Consideration Shares, subject to the adjustment mechanism set out in the agreement. It also replaces the definition of the 10-Day VWAP with US$3.0941, described as the volume-weighted average trading price of Sow Good shares for the last ten trading days before the amendment date.

Conditions Tie Both Closings

The transaction includes representations and warranties from Sow Good, Uranex and Magnis Tech, alongside covenants and conditions governing completion. Subscription completion and completion must take place simultaneously, and neither may occur unless the other does.

Conditions include execution of the subscription agreement and satisfaction or Waiver of its conditions precedent. Releases from each lender must be delivered. The seller and Uranex ESIP must execute and deliver the nominee deeds, along with related share transfer forms, share certificates and statutory registration forms.

Subscription agreements involving the broker and each lender must also remain in force, with no repudiation, rescission or termination notice. These conditions keep the two completion events interdependent.

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Source(s)

  • https://www.sec.gov/Archives/edgar/data/1490161/000182912626009427/sowgood_8k.htm