CubicFarm Systems Corp. Announces Pricing and Terms of Marketed Offering of Units

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

VANCOUVER, British Columbia, February 16, 2023 – CubicFarm® Systems Corp. (“CubicFarms” or the “Company”) (TSX:CUB), a leading local chain agricultural technology company, today announced that it has priced its previously announced marketed public offering (the “Offering“) of units (the “Units“) of the Company.

Pursuant to the Offering, the Company intends to issue up to 100,000,000 Units at a price of C$0.05 (the “Offering Price“) per Unit for gross proceeds of up to C$5 million (the “Offering“). Each Unit will consist of one common share of the Company (a “Common Share“) and one common share purchase warrant (the “Warrants“). Each Warrant will entitle the holder thereof to acquire one Common Share of the Company at an exercise price of C$0.10 (the “Exercise Price“) per Common Share for a period of 36 months from the Closing Date (as defined below) of the Offering.

The Offering will be conducted on a best-efforts agency basis pursuant to the terms and conditions of an agency agreement to be entered into between the Company and Canaccord Genuity Corp. and Raymond James Ltd., as joint bookrunners and co-lead agents (collectively, the “Co-Lead Agents“).

The Company has agreed to pay the Co-Lead Agents a cash commission equal up to 6% of the aggregate gross proceeds of the Offering and an aggregate number of compensation warrants (each, a “Compensation Warrant“) equal up to 6% of the aggregate number of such Units issued pursuant to the Offering. The Co-Lead Agents shall not receive Compensation Warrants on any “President’s List” orders. Each Compensation Warrant will be exercisable to acquire one Common Share of the Company at the Offering Price for a period of 36 months from the Closing Date of the Offering, subject to adjustment in certain events.

The Company will also grant the Co-Lead Agents an option (the “Over-Allotment Option“) to sell up to an additional 15,000,000 Units at the Offering Price. The Over-Allotment Option may be exercised at any time up to 30 days following the Closing Date of the Offering.

The Offering will be conducted (i) pursuant to a prospectus supplement (the “Prospectus Supplement“) to the Company’s short form base shelf prospectus dated January 30, 2023 (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 Co-Lead Agents. It is expected that the Company and the Co-Lead 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.

The net proceeds from the Offering will used for settlement of debt, working capital obligations and general corporate purposes.

The Offering is expected to close on or about February 23, 2023 (the “Closing Date“), subject to customary closing conditions.

Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange (the “TSX“). The Company will also use commercially reasonable efforts to obtain the necessary approvals to list the Warrants and the Common Shares on the TSX.

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.

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 filing of a Prospectus Supplement; closing of the Offering; and the listing of the Warrants. 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 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.