NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C., May 26, 2021 – CubicFarm® Systems Corp. (TSXV:CUB) (“CubicFarms” or the “Company”), a local chain agricultural technology company, today announced that it has entered into an agreement with Raymond James Ltd. as sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 14,814,815 common shares (the “Common Shares”) of the Company at a price of C$1.35 per Common Share (the “Issue Price”) for aggregate gross proceeds to the Company of approximately C$20 million (the “Offering”).
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% Common Shares at the Issue Price, exercisable in whole or in part at any time for a period ending 30 days from the closing of the Offering.
The net proceeds from the Offering will be used to further expand the Company’s research and development (“R&D”) efforts, and support working capital and other general corporate purposes.
The Common Shares will be offered under the short form base shelf prospectus (the “Base Prospectus”) of the Company dated December 14, 2020, as amended on April 20, 2021, as supplemented by a shelf prospectus supplement (the “Supplement”) to be prepared and filed in each of the provinces of Canada, other than the Province of Quebec (collectively, the “Jurisdictions”) and by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Underwriters, where the Common Shares can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
The Offering is expected to close on or about June 3, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CubicFarms is a local chain, agricultural technology company developing and deploying technology to feed a changing world. Its proprietary ag-tech solutions enable growers to produce high quality, predictable produce and fresh livestock feed with HydroGreen Nutrition Technology, a division of CubicFarm Systems Corp. The CubicFarms™ system contains patented technology for growing leafy greens and other crops onsite, indoors, all year round. CubicFarms provides an efficient, localized food supply solution that benefits our people, planet, and economy.
For more information, please visit www.cubicfarms.com.
On behalf of the Board of Directors
Dave Dinesen, Chief Executive Officer
Forward looking and other cautionary statements
Certain statements in this release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, including, without limitation, statements with respect to: the Offering; the use of proceeds from the Offering; the jurisdictions in which the Offering will be conducted; the Supplement; closing of the Offering; and the Company’s products. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of CubicFarm Systems Corp., or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information including the Company obtaining the approval of the Offering from the TSX Venture Exchange and the other factors disclosed under “Risk Factors” in the Company’s annual information form for the year ended December 31, 2020, which is incorporated by reference in the Prospectus, and those risks described in other documents incorporated or deemed to be incorporated by reference in the Prospectus. Such statements can be identified by the use of words such as “intend”, “expect”, “believe,” “plan,” “anticipate,” “estimate,” “scheduled,” “forecast,” “predict,” and other similar terminology, or state that certain actions, events, or results “may,” “can,” “could,” “would,” “might,” or “will” be taken, occur, or be achieved.
These statements reflect the Company’s current expectations regarding future events, performance, and results and speak only as of the date of this news release. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except as required by securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if the Company’s expectations regarding future events, performance, or results change.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.