NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C. December 15, 2020 – CubicFarm Systems Corp. (“CubicFarms” or the “Company”) (TSXV:CUB), is pleased to announce that it has entered into an agreement with Raymond James Ltd. as lead underwriter and 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, 11,111,111 common shares (the “Common Shares”) in the capital of the Company at a price of C$0.90 per Common Share (the “Issue Price”) for aggregate gross proceeds to the Company of approximately $10,000,000 (the “Offering”).
In addition, CubicFarms intends to enter into a subscription agreement with existing shareholder Harry DeWit, CEO and President of Blue Sky Farms (“Blue Sky Farms”), a Texas and Ohio-based dairy and farming business, pursuant to which Blue Sky Farms will purchase common shares on a private placement basis at the Issue Price for gross proceeds to CubicFarms of up to $5,000,000 (the “Concurrent Private Placement”).
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Common Shares issued under the Offering 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 and Concurrent Private Placement will be used to support CubicFarms’ continued global growth, research and development (“R&D”) efforts to optimize machine yields, automation and functionality, expand addressable crop varieties and for working capital and other general corporate purposes.
Dave Dinesen, CubicFarms’ CEO comments, “We believe that food security is in a global crisis, and COVID-19 has certainly accelerated this crisis. CubicFarms ag-tech solutions can help break this cycle of long global food supply chains, which would allow local chain agriculture to take place nearby where food is consumed. CubicFarms’ technology has been used effectively by our local growers to grow more fresh food using less land, energy, and water – an outcome with global relevance.”
The Offering will be conducted in each of the provinces of Canada, except Québec, by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated December 14, 2020 (the “Prospectus”) and elsewhere on a private placement basis. CubicFarms intends to file the Prospectus Supplement with the securities regulatory authorities in each of the provinces of Canada, except Québec, which will be available on SEDAR under the Company’s profile at www.sedar.com.
The Offering is expected to close on or about December 21, 2020 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 Common Shares 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 United States 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 technologies enable growers around the world to produce high quality, predictable crop yields. CubicFarms has two distinct technologies that address two distinct markets. The first technology is its CubicFarms™ system, which contains patented technology for growing leafy greens and other crops indoors, all year round. Using its unique, undulating-path growing system, the Company addresses the main challenges within the indoor farming industry by significantly reducing the need for physical labour and energy, and maximizing yield per cubic foot. CubicFarms leverages its patented technology by operating its own R&D facility in Pitt Meadows, British Columbia, selling the system to growers, licensing its technology and providing vertical farming expertise to its customers.
The second technology is CubicFarms’ HydroGreen system for growing nutritious livestock feed. This system utilizes a unique process to sprout grains, such as barley and wheat, in a controlled environment with minimal use of land, labour and water. The HydroGreen system is fully automated and performs all growing functions including seeding, watering, lighting, harvesting, and re-seeding – all with the push of a button – to deliver nutritious livestock feed without the typical investment in fertilizer, chemicals, fuel, field equipment and transportation. The HydroGreen system not only provides superior nutritious feed to benefit the animal, but also enables significant environmental benefits to the farm.
For more information, please visit www.cubicfarms.com
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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 and the Concurrent Private Placement; the use of proceeds from the Offering and the Concurrent Private Placement; the jurisdictions in which the Offering will be conducted; the Prospectus Supplement; closing of the Offering and the Concurrent Private Placement; food security; and the Company’s ag-tech solutions and technology. 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 and the Concurrent Private Placement from the TSX Venture Exchange and the other factors disclosed under “Risk Factors” in the Company’s annual information form for the year ended June 30, 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.
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