Vertical farm merger valued at $1.1 billion

Breakthrough U.S. indoor agriculture company Local Bounti Corporation (Local Bounti) has agreed to go public through a merger with Leo Holdings III Corp. (Leo or Leo Holdings) (NYSE: LIII), a publicly-traded special purpose acquisition company, pursuant to a definitive business combination agreement. The transaction values the combined company at an equity value of $1.1 billion (assuming no redemptions) and after closing of the transaction, the combined company is likely to remain listed on the New York STOCK MARKET beneath the symbol “LOCL”.

Strategic partners include food and agriculture industry giant Cargill and Sarath Ratanavadi, CEO of Gulf Energy Development Public Company Limited - Thailand’s major private energy and infrastructure company and among the world’s leaders in sustainable energy - which are buying the combined company through an exclusive investment in public areas equity (PIPE) arrangement. Cargill is also likely to provide $200 million in debt financing to accelerate Local Bounti’s expansion plans. Local Bounti plans to utilize the capital to build local strategically-located indoor farming facilities across the Western U.S. to provide fresh, superior-tasting, long-lasting and sustainably-grown produce with minimal carbon footprint.

Local Bounti Investment Highlights

Superior unit economics, with high yield and low-cost operations, enabled by unique hybrid facility configuration that addresses the challenges of conventional greenhouse and vertical farming

Producing leafy greens today at initial facility with pipeline to grow to eight facilities and the business expects to have over 30 SKUs by the end of 2025, which extends Local Bounti’s penetration, beginning in the largely untapped Western U.S. market

Superior brand and product that's local and sustainable across an increasing number of SKUs, currently in a lot more than 400 shops, including Associated Food Stores and URM served retail banners such as Rosauers, Super 1 Foods and Yoke’s

Strong commitment to Environmental, Social and Governance (ESG) practices and standards, including an executive team member who is Global Reporting Initiative (GRI)-certified to make sure aggressively transparent reporting per GRI and Sustainability Accounting Standards Board

Best-in-class, established management team of seasoned veterans at scaling early-stage companies, with Fortune 500 and public company experience

“Today’s announcement takes Local Bounti to the next level in enabling local, sustainable production and delivery of fresh, scrumptious and nutritious produce, including in regions that traditionally don’t have access to local supply, starting in the Western U.S. and expanding globally,” said Local Bounti Co-Founder and Co-CEO Craig Hurlbert. Predicated on publicly available general market trends on CEA, Local Bounti believes the current Western U.S. market opportunity is approximately $10.6 billion, and estimates that the total U.S. market for vegetables and herbs will are as long as $30 billion by 2025.

“We anticipate leveraging our proven business design as we accelerate the building of cutting-edge local production facilities that feature our proprietary IP, known as Stack & Flow Technology™, and transforming conventional agriculture practices for the advantage of all our customers, no matter where on the globe they’re located,” he said, adding that the company’s growth plans include adding seven new facilities and local leadership in different geographic regions, together with global expansion of its proprietary technology.

An industry disruptor changing just how food is grown and re-imagining the Farm of the Future™, Local Bounti is a premier manipulated environment agriculture (CEA) company redefining ESG standards for indoor agriculture. The company’s unique business design is founded on building local facilities, operated by local teams, to provide the freshest and finest quality produce to local communities while maintaining a restricted carbon footprint. Using proprietary technology to grow leafy greens and herbs in a good, indoor manipulated environment - and with a cultivation process that uses 90 percent less water and land than conventional agriculture, free from herbicides or pesticides - Local Bounti gives high-quality produce that not only includes a longer shelf life, but is also superior in taste.

“Local Bounti is defined to be always a transformational force in the AgTech industry with its demonstrated concept and model in food production and distribution,” said Lyndon Lea, President and CEO of Leo. “Combining Local Bounti’s focus on innovation, entrepreneurial spirit, and technology-driven approach with the institutional knowledge of the Leo Holdings team, we are confident in the company’s capability to expand in both reach and consumer offerings.”

Leveraging its ground breaking proprietary modular and scalable building system, which is designed to easily and proficiently replicate the company’s sustainable indoor farm model, Local Bounti is more than doubling the size of its flagship facility in Hamilton, Montana, and plans to break ground on additional facilities in the Western U.S. before the end of the year.

To find out more on Local Bounti’s unique growing process, diversified product offerings and experienced leadership team, please visit localbounti.com.

Transaction Overview

Due to the transaction with Leo, Local Bounti will receive up to $400 million in gross proceeds (assuming no redemptions), including $125 million from a completely committed PIPE anchored by existing investors and new investors, including Fidelity Management & Research Company LLC, BNP Paribas Asset Management Ecosystem Restoration Fund and Cargill.

The Boards of Directors of Local Bounti and Leo unanimously approved the transaction, and the transaction will require the approval of the stockholders of both Local Bounti and Leo and is at the mercy of other traditional closing conditions. The transaction is likely to close in the next half of 2021.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Leo Holdings III with the Securities and Exchange Commission (SEC) and you will be offered by www.sec.gov. For materials and information, visit the investor portion of www.leoholdings.com for Leo, which may be found HERE.

Advisors

Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Nomura Securities International, Inc. served as placement agents on the PIPE and Debevoise & Plimpton LLP served as legal advisor to the placement agents. Kirkland & Ellis LLP served as legal advisor to Leo. Morgan Stanley & Co. LLC and Nomura Greentech served as financial advisors to Local Bounti and Orrick Herrington & Sutcliffe LLP served as legal advisor to Local Bounti.

About Local Bounti

Local Bounti is a premier manipulated environment agriculture (CEA) company redefining conversion efficiency and environmental, social and governance (ESG) standards for indoor agriculture. The company operates a sophisticated indoor growing facility in Hamilton, Montana, within a few hours’ drive of its retail and food service partners. Reaching retail shelves in record time post-harvest, Local Bounti produce is superior in taste and quality compared to traditional field-grown greens. The company’s USDA Harmonized Good Agricultural Practices (GAP Plus+) and non-genetically modified organisms (GMO) produce is sustainably grown using proprietary technology 365 days a year, free from pesticides and herbicides, and using 90 percent less land and water than conventional outdoor farming methods. With a mission to ‘bring our farm to your kitchen in the fewest food miles possible,’ Local Bounti is disrupting the cultivation and delivery of produce. The business is also focused on making meaningful connections and giving back again to each of the communities it serves. To find out more, visit localbounti.com or follow the business on LinkedIn for the most recent news and developments.

About Leo Holdings III Corp and Leo Holdings

Leo Holdings III Corp is a special purpose acquisition company (SPAC) that seeks to purchase entrepreneurially driven growth companies that seek to disrupt existing industries or business models. The management team has comprehensive experience owning and operating businesses on a worldwide scale through its private equity vehicle, Lion Capital. Leo Holdings’ management team has collaboratively worked together for over twenty years.

Leo Holdings III Corp is part of a particular purpose acquisition company initiative, Leo Holdings, which is targeted on buying disruptive, progressive business models. The initiative seeks businesses positioned to thrive in the evolving digital information age where changing consumer behavior creates the ability for outsized returns. In 2020, Leo Holdings Corp entered into a business combo with DMS, a disruptive performance marketing business which delivers high-intent customers while de-risking client advertising spend. Leo Holdings Corp II (LHC) and Leo Holdings III Corp (LIII) are currently listed on the NYSE.

Leo Holdings was formed by the principals of Lion Capital, which is led by Founder and Managing Partner, Lyndon Lea. For more information, visit https://leoholdings.com/.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this Press Release that aren't historical facts are forward-looking statements for purposes of the safe harbor provisions under the USA Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that aren't statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements derive from various assumptions, whether identified in this Press Release, and on the existing expectations of Local Bounti’s and Leo’s management and are not predictions of actual performance. These forward-looking statements are given for illustrative purposes only and so are not intended to serve as, and should not be relied on by any investor as, a warranty, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Local Bounti and Leo. These forward-looking statements are at the mercy of several risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the shortcoming of the parties to successfully or timely consummate the proposed transaction, like the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits associated with the proposed transaction or that the approval of the stockholders of Leo or Local Bounti isn't obtained; failure to understand the anticipated great things about the proposed transaction; risks associated with the uncertainty of the projected financial information with respect to Local Bounti; the consequences of competition on Local Bounti’s future business; the impact of the COVID-19 pandemic on Local Bounti’s business; the power of Leo or the combined company to issue equity or equity-linked securities or obtain debt financing regarding the the proposed transaction or later on, and the ones factors discussed in Leo’s final prospectus dated February 25, 2021 beneath the heading “Risk Factors,” and other documents of Leo filed, or to be filed, with the SEC. If these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There can be additional risks that none of Leo or Local Bounti presently know or that Leo or Local Bounti currently believe are immaterial that could also cause actual leads to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Leo’s and Local Bounti’s expectations, plans or forecasts of future events and views by the date of the NEWS RELEASE. Leo and Local Bounti anticipate that subsequent events and developments may cause Leo’s and Local Bounti’s assessments to change. However, while Leo and Local Bounti may elect to update these forward-looking statements sooner or later in the foreseeable future, Leo and Local Bounti especially disclaim any obligation to take action. These forward-looking statements shouldn't be relied upon as representing Leo’s and Local Bounti’s assessments by any date subsequent to the date of the NEWS RELEASE. Accordingly, undue reliance shouldn't be placed after the forward-looking statements. Certain market data information in this NEWS RELEASE is based on the estimates of Local Bounti and Leo management. Local Bounti and Leo obtained the industry, market and competitive position data used throughout this Press Release from internal estimates and research along with from industry publications and research, surveys and studies conducted by third parties. Local Bounti and Leo believe their estimates to be accurate as of the date of the NEWS RELEASE. However, this information may end up being inaccurate because of the technique by which Local Bounti or Leo obtained a number of the data for its estimates or because these details cannot continually be verified as a result of limits on the availability and reliability of raw data, the voluntary nature of the info gathering process.

Important Information

Regarding the the proposed transaction, Leo intends to file a registration statement on Form S-4, including a proxy statement/prospectus (the “Registration Statement”), with the SEC, that may include a preliminary proxy statement to be distributed to holders of Leo’s ordinary shares regarding the Leo’s solicitation of proxies for the vote by Leo’s shareholders with regards to the proposed transaction and other matters as will be described in the Registration Statement, and a prospectus relating to, among other activities, the offer of the securities to be issued to Local Bounti’s stockholders regarding the the proposed transaction. Following the Registration Statement has been declared effective, Leo will mail a definitive proxy statement/prospectus, when available, to its shareholders. Investors and security holders and other interested parties are urged to learn the proxy statement/prospectus, and any amendments thereto and any other documents filed with the SEC if they become available, carefully and within their entirety because they contain important information about Leo, Local Bounti and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Leo through the web site maintained by the SEC at http://www.sec.gov. These documents (if they are available) may also be obtained cost-free from Leo after written request to Leo by emailing brown@leo.holdings or by directing a request to Leo’s secretary at c/o Leo Holdings III Corp, 21 Grosvenor Pl, London SW1X 7HF, UK.

Participants in the Solicitation

Leo and Local Bounti and their respective directors and certain of their respective executive officers and other members of management and employees could be considered participants in the solicitation of proxies with regards to the proposed transaction. Information about the directors and executive officers of Leo in its final prospectus dated February 25, 2021. More information regarding the participants in the proxy solicitation and a description of their direct interests, by security holdings or elsewhere, will be set forth in the Registration Statement and other relevant materials to be filed with the SEC regarding the proposed transaction. Stockholders, potential investors and other interested people should browse the Registration Statement carefully prior to making any voting or investment decisions. These documents, when available, can be acquired free of charge from the sources indicated above.

No Offer or Solicitation

This communication is for informational purposes only and is not designed to and shall not constitute an offer to market or the solicitation of an offer to market or the solicitation of an offer to get or subscribe for just about any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in virtually any jurisdiction where such offer, solicitation or sale would be unlawful ahead of registration or qualification beneath the securities laws of any such jurisdiction. No offer of securities will be made except through a prospectus meeting certain requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise relative to applicable law.