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CubicFarm® Systems Corp. issues “top-up” shares to Nu Skin Enterprises Inc. under previously signed Investment Agreement between the companies.

CubicFarm® Systems Corp. issues “top-up” shares to Nu Skin Enterprises Inc. under previously signed Investment Agreement between the companies.

CubicFarms

Vancouver, BC—(AccessWise – August 22, 2019) – CubicFarm® Systems Corp. (TSXV: CUB) (“CubicFarms” or the “Company”) is pleased to announce that the Company has issued and sold to Nu Skin Enterprises Inc. (“Nu Skin”) 158,171 common shares of the Company (the “Shares”) at a price of $0.9471 per Share for aggregate proceeds of $149,803.75 pursuant to the exercise of Nu Skin’s “top-up” right to purchase shares granted under an Investment Agreement dated January 28, 2019 between Nu Skin and the Company.  The Company intends to use such proceeds for working capital and general corporate purposes.

The Shares issued are subject to a hold period of four months and one day from the closing date.

Immediately prior to the issuance of the Shares, Nu Skin held, directly or indirectly, 10,721,416 Common shares of the Company, representing approximately 12.7% of the total issued and outstanding shares of the Company.

Following issuance of the Shares, Nu Skin holds, directly or indirectly, 10,879,587 Common shares of the Company, representing approximately 12.9% of the total issued and outstanding shares of the Company.

Nu Skin, with offices located at 75 West Center Street, Provo Utah, USA 84601, acquired the Shares described in this press release for investment purposes and in accordance with applicable securities laws, Nu Skin may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, “Securities”) of the Company in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.

For further information and to obtain a copy of the early warning report filed under applicable securities legislation in connection with the transactions hereunder please go to the Company’s profile on the SEDAR website www.sedar.com or contact Blaine Knight, Vice-President and Deputy General Counsel (bknight@nuskin.com, 801.345.3807).

This transaction constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 under section 5.5(b) of MI 61-101 and is exempt from minority shareholder approval under section 5.7(1)(a).

The issuance of the Shares is subject to final approval of the TSX Venture Exchange.

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.

About Cubic

CubicFarm® Systems Corp. is an Ag-Tech and Vertical Farming company that utilizes patented technology to cultivate high-quality produce. The Company believes that it can provide a benefit to the world by significantly reducing the physical footprint of farming, shipping costs, and associated greenhouse gasses, while significantly decreasing the use of fresh water and eliminating the need for harmful pesticides.

Founded in 2015, the Company’s mission is to provide farmers around the world with an efficient growing system capable of producing predictable yields with superior taste. Using its unique, undulating growing system, the Company addresses the main challenges within the indoor farming industry by significantly reducing the need for physical labour, by reducing energy, and by maximizing yield per cubic foot. The Company has sold and installed systems in Canada and the US and is currently negotiating with a global pipeline of prospective customers. It also operates one wholly-owned facility in Pitt Meadows, BC and sells its produce in British Columbia to retail and wholesale customers under the brand name Thriiv Local Garden™.

About CubicFarms

CubicFarm® Systems Corp.’s patented growing system provides customers with a turnkey, commercial scale, hydroponic, automated vertical farming operation that can grow predictably and sustainably for 12 months of the year virtually anywhere on Earth. CubicFarm® enables its customers to grow locally and to provide their markets with produce that is consistent in colour, size, taste, nutrition and allows for a longer shelf life. CubicFarms is focused on providing its technology to farmers to grow safe, sustainable, secure, fresh produce, nutraceutical ingredients, and animal feed. Further support and value are provided to our clients through our patent pending germination technology and proprietary auto harvesting and processing methods.

For further information contact:

Ross Rayment, VP – Corporate Development
ross@cubicfarms.com
work: 1-403-616-0312
9449-202 Street, Unit 117
Langley, BC V1M 4A6

Cautionary Notice Concerning Forward-Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward looking statements are based upon a number of estimates and assumptions (including the receipt of regulatory approvals) that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking statements. The forward-looking statements in this news release are made as of the date of this release. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s latest Management’s Discussion and Analysis and other disclosure filings with Canadian securities regulators, which are posted on www.sedar.com.

Forward-looking statements may include, without limitation, statements relating to, but not limited to, the Company’s ability to reduce the physical footprint of farming, shipping costs, and associated greenhouse gasses, while significantly decreasing the use of fresh water and eliminating the need for harmful pesticides in the cultivation of high-quality produce or to provide farmers around the world with an efficient growing system capable of producing predictable yields with superior taste; and the performance of the Company’s automated vertical farming operation and the consistency of its produce.

Accordingly readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein and accordingly undue reliance should not be put on such.

SOURCE: CubicFarm® Systems Corp.