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Statement from Troy McClellan, President, AgriFORCE Solutions:

"I did not resign"

AgriFORCE Growing Systems, Ltd. submitted an 8-K on January 30, 2024, to the Securities and Exchange Commission (SEC), stating that on January 24, 2024, Troy McClellan, president of the company, submitted a letter of resignation. "That statement is misleading and inaccurate. February 9, 2024, I issued an email advising the company that the 8-K was incorrect, but have not received a response", says Troy, which is why he now comes out with a statement:

"I did not resign.

Given the company's share price trajectory and situation since last summer, resignation would be a move that is completely self-defeating, irresponsible, and unmanageable for the Company, the Solutions IP, and myself."

This statement is being issued to correct the public record with facts substantiated by documents and communications, he explains.

"On January 24, 2024, I delivered an email to the Board and Management that represents the only responsible, professional, and strategic offer and opportunity that the company has available to deliver foreseeable revenue and long-term opportunity with the Solutions IP. My offer outlines conditions including: provision of an exclusive licensing agreement for all Solutions IP; licensing for a useful period (i.e. 10 years); agreement on royalties to be paid; options to acquire IP and assets pending terms and conditions, all to be determined and agreed by the end of Q1 2024. Only with the successful conclusion and agreement of these conditions would I then resign."

The following 8-K, which was submitted by AgriFORCE Growing Systems on January 30 and claimed that he submitted a letter of resignation, is incorrect, he says.

"As I am the only person in the company who led the creation and development of the Solutions IP, I am therefore the only person with the vision and expertise to deliver effectively on it. My purpose in making this proposal was to benefit the company by delivering foreseeable revenue and long-term opportunities with Solutions IP. My proposal was not accepted, I have not resigned, therefore I remain an employee waiting to hear from the Board as to what steps it wishes to take next."

"Beginning Q4 2023, I conferred several times with a senior Board member, giving clear insight into management issues while discussing proposed strategies to benefit the company moving forward. I was encouraged not to resign as this would not be in the company's best interest nor in my personal best interest. As one of the company's largest individual shareholders and the only foundational person remaining, I have the deepest historical and operational knowledge of the company's workings. At that time, with the senior Board member, I agreed resignation is not beneficial nor valuable."

"This licensing offer is the only real opportunity to deliver on the Solutions IP assets that I conceived and developed over seven years with an experienced and dedicated team of consultants, contractors, and vendors. I want to deliver on this ground-breaking IP so that shareholders may finally be rewarded for their belief in this business and – in the bigger picture – the world will benefit from this IP, helping optimize crop production in CEA facilities globally."

"My goal in going public with this statement and information is to ensure that the record is clear about the facts and that the Board has complete knowledge and clarity," Troy McClellan concludes.

Agriforce is an investment company that tried to build a portfolio including all links of the fresh produce chain, with the acquisitions of Delphy, Deroose, and Berry People. So far, none of these acquisitions came through. The Delphy acquisition has officially been canceled.

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