Vancouver, British Columbia–(Newsfile Corp. – January 17, 2024) – CubicFarm® Systems Corp. (TSXV: CUB) (“CubicFarms” or the “Company“), a leading local chain agricultural technology company, announces that, further to it’s news release filed on January 17, 2024, the Company’s common shares will begin trading on the TSXV on a consolidated basis on January 19, 2024. The Board of Directors of the Company has authorized the implementation of a consolidation of the Company’s issued and outstanding common shares on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares (the “Consolidation“). Currently, the Company has 263,163,774 common shares issued and outstanding, and upon consolidation, there will be approximately 26,316,377 common shares issued and outstanding. Pursuant to the Company’s constating documents, the Consolidation does not require shareholder approval.
All issued and outstanding convertible securities of the Company will be adjusted in accordance with the Consolidation and the terms and conditions of such outstanding grants.
No fractional common share will be issued in connection with the Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share as a result of the Consolidation, the number of common shares to be received by such shareholder will be rounded up (if the fraction is half a share or more) or down (if the fraction is less than half a share) to the nearest whole common share, provided that no shareholder shall hold less than a single common share as a result of the Consolidation.
The Company’s new CUSIP number will be 22968P504 and its new ISIN will be CA22968P5040. Shareholders who hold their common shares electronically either in direct registered book-entry form via a direct registration system advice/statement (“DRS“) with Computershare Investor Services Inc. (“Computershare“), the Company’s transfer agent, or in “street name” through an intermediary like a bank, broker or other nominee, will not need to take any action as the Consolidation will be automatically reflected in the transfer agent’s records and on such shareholders’ next account statement. Intermediaries may have specific procedures for processing the Consolidation, including the treatment of fractional shares.
Shareholders holding paper stock certificates will be sent a letter of transmittal by Computershare, which will enable them to exchange their old share certificates for a DRS representing the number of new post-Consolidation common shares they hold. Until surrendered, each stock certificate representing pre-Consolidation common shares will be deemed for all purposes to represent the number of whole post-Consolidation common shares to which the shareholder is entitled as a result of the Consolidation. Additional copies of the letter of transmittal can be obtained by contacting Computershare at 1-800-564-6253 (Canada and U.S.) or 1-514-982-7555 (Outside North America) or by e-mail at firstname.lastname@example.org.
The Consolidation is subject to approval from the TSX Venture Exchange. The effective date and further details of the Consolidation will be disclosed in a subsequent news release following receipt of all requisite approvals.
HydroGreen’s Automated Vertical Pastures™ technology utilizes a unique process to sprout grains, such as barley and wheat, in a controlled environment with minimal use of land, labour, and water. HydroGreen’s fully automated indoor growing technology performs all growing functions including seeding, watering, lighting, harvesting, and re-seeding-all with the push of a button to deliver nutritious fresh forage for livestock without the typical investment in fertilizer, chemicals, fuel, field equipment, and transportation. Automated Vertical Pastures™ not only provide superior nutritious feed to benefit the animal but also enable significant environmental benefits to the farm.
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.
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 Consolidation. Such statements involve known and unknown risks, uncertainties, and other factors and assumptions 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, without limitation, risks related to the ability and time frame within which the Company will execute and implement the Consolidation, the Company’s ability to raise additional funding, the Company’s ongoing or future litigation, the Company’s ability to establish, maintain and defend intellectual property rights in the Company’s products, product liability claims, insurance and recalls, the Company’s manufacturing operations, the manufacturing capacity of third-party manufacturers for the Company’s products, including risks of supply interruptions impacting the Company’s ability to manufacture its own products and the other factors disclosed under “Risk Factors” in the Company’s annual information form for the year ended December 31, 2022, 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.