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

Rhea-AI Summary

AgriFORCE Growing Systems (NASDAQ:AGRI) has entered into a Memorandum of Understanding to acquire a 4.49% minority stake in VASU International Payment Solutions, a Philippines-based Global Payment Services Provider. The transaction, valued at $1.12 million ($381,650 in cash and $740,850 in restricted stock), is expected to close in September 2025.

This strategic investment positions AgriFORCE to potentially enter the stablecoin-based payments infrastructure sector, following the recent signing of the GENIUS Act by President Trump. The legislation establishes regulatory frameworks for stablecoin issuance and governance, requiring issuers to maintain high-quality reserve assets and comply with strict regulatory standards.

VASU's existing infrastructure supports global remittance facilitation, wallet-level KYC/AML requirements, and multilateral exchange access across Asia, Africa, MENA, and LATAM markets.

Positive

• Strategic entry into regulated stablecoin-based payments infrastructure with minimal initial investment
• Access to VASU's established global payment infrastructure and regulatory compliance framework
• No additional capital commitments required post-closing
• Potential to leverage stablecoins for treasury management and core business operations

Negative

• Small minority stake (4.49%) provides limited control over VASU's operations
• Transaction subject to due diligence and definitive documentation
• Implementation dependent on pending GENIUS Act regulations
• Significant regulatory compliance requirements and associated costs

Insights

Fintech and Blockchain Strategist

AgriFORCE's minority stake in VASU positions it to enter regulated stablecoin payments, though benefits remain speculative with significant execution risks.

AgriFORCE is making a strategic pivot that warrants careful scrutiny. The company is acquiring a 4.49% stake in VASU International Payment Solutions for approximately $1.12 million ($381,650 cash and $740,850 in restricted stock), signaling an intention to enter the stablecoin payments space following the GENIUS Act's passage.

This transaction reveals two critical aspects about AgriFORCE's strategy. First, it represents a significant departure from what appears to be its original agricultural technology focus toward digital financial infrastructure. Second, the investment size suggests a cautious, exploratory approach rather than a full strategic commitment.

The timing aligns with regulatory clarity emerging for stablecoins, but several structural concerns are evident. The MOU stage indicates preliminary interest only, with due diligence and final documentation pending. The completion timeline (September 2025) suggests a relatively lengthy closing process for a transaction of this size.

Most importantly, VASU's operational scale, revenue metrics, and market positioning details are entirely absent from the announcement. As a minority shareholder with under 5% ownership, AgriFORCE will have minimal governance influence over VASU's operations while facing dilution risk in future funding rounds.

The broader stablecoin regulatory landscape remains in flux, with the GENIUS Act's implementation timeline extending 12-18 months. During this period, international regulatory alignment could shift substantially, potentially impacting VASU's compliance positioning.

While management frames this as a foundational step toward a regulated global financial platform, the actual operational and financial benefits remain entirely speculative at this early stage, with significant execution risks for a company apparently pivoting into a highly specialized financial technology sector.

VANCOUVER, BC AND WEST PALM BEACH, FL / ACCESS Newswire / July 22, 2025 / AgriFORCE Growing Systems Ltd. ("AgriFORCE" or the "Company") (NASDAQ:AGRI), a digital infrastructure company, is pleased to announce that it has entered into a Memorandum of Understanding ("MOU") to acquire a 4.49% minority equity stake in VASU International Payment Solutions Inc. ("VASU") - a Philippines-based Global Payment Services Provider and the holder of an Operator of a Payment System ("OPS") Registration in the Philippines.

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.

Follow AgriFORCE on Social Media:

• X: @agriforcegs

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• Instagram: @agriforcegs

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• Truth Social: @agriforcegs

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, info@agriforcegs.com

SOURCE: AgriFORCE Growing Systems

View the original press release on ACCESS Newswire

FAQ

What is the value of AgriFORCE's (NASDAQ:AGRI) investment in VASU International Payment Solutions?

AgriFORCE will invest $1.12 million total, comprising $381,650 in cash and $740,850 in restricted common stock, for a 4.49% stake in VASU.

How does the GENIUS Act affect AgriFORCE's (AGRI) investment in VASU?

The GENIUS Act provides regulatory clarity for stablecoin operations, enabling AgriFORCE to potentially leverage VASU's infrastructure for compliant stablecoin-based payment services under the new regulatory framework.

When will AgriFORCE's (AGRI) acquisition of VASU stake close?

The transaction is expected to close in early September 2025, subject to satisfactory completion of due diligence and definitive documentation.

What markets does VASU's payment infrastructure cover?

VASU's infrastructure operates across Asia, Africa, MENA (Middle East and North Africa), and LATAM (Latin America) markets, providing global remittance facilitation and multilateral exchange access.

What are the key features of VASU's payment infrastructure that AgriFORCE (AGRI) will gain access to?

VASU provides infrastructure for global remittance facilitation (FIAT/Crypto/Stablecoins), wallet-level KYC/AML requirements, and multilateral exchange access with compliant fiat/crypto conversion capabilities.