Sow Good Inc. Amends Share Purchase to Acquire Uranex and Magnis Tech

What Happened
Sow Good Inc. (through its wholly owned subsidiary SOWG Tanzania Inc.) announced on August 21, 2026 that it entered into a Deed of Amendment to the April 20, 2026 Share Purchase Agreement and an Investment and Share Subscription Agreement. The Amendment restructures the deal so SOWG Tanzania will subscribe for newly issued shares representing 99.97% of the issued share capital of each of Uranex Tanzania Limited and Magnis Technologies (Tanzania) Limited, with the sellers retaining 0.03% as bare nominees. The Amendment also clarifies the SPA consideration as AUD$96,413,866.

Key Details

• Amendment and Subscription Agreement executed on August 21, 2026 (SPA originally dated April 20, 2026).
• SOWG Tanzania to receive 99.97% of issued share capital in each target (Uranex and Magnis Tech); sellers keep 0.03% as nominees.
• Subscription: 343,331 Ordinary Shares issued collectively by Uranex and Magnis Tech for TZS 343,331,000 (≈ $129,559).
• The agreements include representations, warranties, customary covenants and conditions to closing.

Why It Matters
This filing shows Sow Good is materially restructuring how it will acquire control of Uranex and Magnis Tech—moving from the original SPA structure to a direct share subscription—while confirming the overall consideration amount (AUD$96.4M). For investors, the amendment and subscription agreement are key steps toward closing the acquisition and provide clearer visibility on transaction structure, ownership percentages, and stated consideration. The agreements also contain standard conditions and reps/warranties that can affect timing and completion, so investors should watch for subsequent filings reporting closing or any further amendments.