NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
VANCOUVER, British Columbia, June 2, 2022 – CubicFarm® Systems Corp. (“CubicFarms” or the “Company”) (TSX:CUB), a leading local chain agricultural technology company, today announced the closing of its overnight marketed public offering of unsecured convertible debenture units (the “Debenture Units”) of the company at a price of $1,000 per Debenture Unit for total gross proceeds of $6,540,000 and 7,361,000 common shares (the “Common Shares”) of the Company at a price of $0.55 per Common Share for total gross proceeds of $4,048,550. In aggregate, total gross proceeds were $10,588,550, which is inclusive of the partial exercise of the overallotment option.
The Offering was conducted on a best efforts agency basis by Raymond James Ltd. and Canaccord Genuity Corp. as joint bookrunners on behalf of a syndicate of agents, including Stifel Nicolaus Canada Inc. and Roth Canada Inc. (collectively, the “Agents”).
Each Offered Debenture Unit consists of: (i) a principal amount 8% convertible unsecured debenture (the “Convertible Debentures”) maturing five years from the closing of the Offering (the “Maturity Date”); and (ii) 400 common share purchase warrants (the “Warrants”), with each Warrant entitling the holder thereof to acquire one common share of the Company at $0.71 per share for a period of 36 months ending June 2, 2025.
The Convertible Debentures will be convertible at the holder’s option into fully-paid, non-assessable and freely tradable Shares at any time prior to the earlier of the last business day immediately preceding the Maturity Date and the last business day immediately preceding the date fixed for redemption by the Company at a conversion price of $0.68 per Share (the “Conversion Price”). The Conversion Price represents a conversion premium of approximately 20% to a reference price of $0.55 per Share.
Except as set out below, the Convertible Debentures will not be redeemable before June 30, 2025. On or after June 30, 2025, the Convertible Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days’ and not less than 30 days’ prior notice at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the Shares on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than 150% of the Conversion Price.
The net proceeds of the Offering will be used to support working capital, research and development and business development.
The Offering was conducted (i) pursuant to a prospectus supplement (the “Prospectus Supplement”) to the Company’s amended and restated short form base shelf prospectus dated October 13, 2021 (the “Base Shelf Prospectus”), which Prospectus Supplement is expected to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, except the Province of Québec, and (ii) in jurisdictions outside of Canada as are agreed by the Company and the Agents. It is expected that the Company and the Agents will enter into a definitive agency agreement and file the Prospectus Supplement following the pricing of the Offering. Copies of the Prospectus Supplement and accompanying Base Shelf Prospectus will be available under the Company’s profile on SEDAR at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
CubicFarms is a leading 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
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 filing of a Prospectus Supplement; closing of the Offering; the listing of the Convertible Debentures and the Warrants; 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 Toronto Stock Exchange and the other factors disclosed under “Risk Factors” in the Company’s annual information form for the year ended December 31, 2021, 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.