NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, November 24, 2021 – CubicFarm® Systems Corp. (“CubicFarms” or the “Company”) (TSX:CUB), a leading local chain agriculture technology company, today announced the closing of its previously announced bought deal public offering (the “Offering”) of common shares of the Company (the “Common Shares”).
The Offering was conducted through a group of underwriters consisting of Raymond James Ltd., Stifel Nicolaus Canada Inc., and Canaccord Genuity Corp. (the “Joint Bookrunners”), and Echelon Wealth Partners Inc. (together with the Joint Bookrunners, the “Underwriters”), by way of the short form base shelf prospectus (the “Base Prospectus”) of the Company dated December 14, 2020, as amended and restated on April 20, 2021, and as further amended and restated on October 13, 2021, as supplemented by a shelf prospectus supplement dated November 19, 2021 (the “Supplement”) prepared and filed in each of the provinces of Canada, other than the Province of Quebec (collectively, the “Jurisdictions”), and by way of a private placement in the United States.
Pursuant to the Offering, the Company issued a total of 16,000,000 Common Shares at a price of C$1.25 per Common Share for gross proceeds to the Company of C$20,000,000.
The net proceeds from the Offering will be used for continued organic growth, technology development, working capital and general corporate purposes.
“As we transition into a year of significant growth, this financing strengthens our balance sheet and supports our expanding business development and sales efforts,” said Dave Dinesen, Chief Executive Officer, CubicFarms. “We’re pleased to welcome new additional retail and institutional shareholders along with our existing shareholders in the Company on our mission to transform agriculture and enable farmers and ranchers to grow sustainably for generations to come.”
Arctic Securities LLC has acted as Global Financial Advisor in connection with the Offering.
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 securities 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 U.S. 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 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.
For more information, please visit www.cubicfarms.com.
On behalf of the Board of Directors
Dave Dinesen, Chief Executive Officer
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 Company’s ability to advance the commercialization of its indoor growing technologies, to expand its business development and sale efforts, and to transform agriculture and enable farmers and ranchers to grow sustainably for generations to come. 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 Toronto Stock Exchange and the other factors disclosed under “Risk Factors” in the Company’s annual information form for the year ended December 31, 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.