NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C. December 21, 2020 – CubicFarm Systems Corp. (“CubicFarms” or the “Company”) (TSXV:CUB), a local chain, agricultural technology company, announced today the closing of its previously announced equity financing consisting of a bought deal offering (the “Offering”) of common shares of the Company (the “Common Shares”), and a concurrent private placement.
The Offering was conducted through a group of underwriters consisting of Raymond James Ltd. as lead underwriter and sole book runner, and Canaccord Genuity Corp. (collectively, the “Underwriters”), by way of a prospectus supplement to the Company’s short form base shelf prospectus dated December 14, 2020 (the “Prospectus”).
Pursuant to the Offering, the Company issued a total of 12,777,777 Common Shares at a price of $0.90 per Common Share for gross proceeds to the Company of $11,499,999, which includes the exercise, in full, by the Underwriters of the over-allotment option granted by the Company to purchase an additional 1,666,666 Common Shares at a price of $0.90 per Common Share.
In addition, CubicFarms closed the previously announced private placement with existing shareholder Harry DeWit, CEO and President of Blue Sky Farms, LLC (“Blue Sky Farms”), a Texas and Ohio-based dairy and farming business, pursuant to which Blue Sky Farms purchased 5,222,300 Common Shares at a price of $0.90 per Common Share for gross proceeds to CubicFarms of $4,700,070 (the “Concurrent Private Placement”).
The net proceeds from the Offering and Concurrent Private Placement will be used to support CubicFarms’ continued global growth, research and development 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, commented, “Closing this financing is significant for the Company as it provides us with meaningful capital to continue executing on our global growth strategy, and represents an entry point into our capital structure for a number of validating investors. We’re very excited about our future, and the opportunity to help break the reliance on long distance, global food supply chains with our “Local Chain” agriculture technology, which will allow local farmers everywhere and anywhere to grow produce or nutritious live green animal feed in close proximity to where food is consumed.”
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 use of proceeds from the Offering and the Concurrent Private Placement; 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 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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