NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C. June 3, 2021 – CubicFarm Systems Corp. (“CubicFarms” or the “Company”) (TSXV:CUB), a local chain agricultural technology company, announced today the closing of its previously announced bought deal equity 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. as lead underwriter and sole book runner, Roth Canada ULC, Canaccord Genuity Corp., and Stifel GMP (collectively, the “Underwriters”), by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated April 20, 2021 (the “Prospectus”).
Pursuant to the Offering, the Company issued a total of 18,740,742 Common Shares at a price of C$1.35 per Common Share for gross proceeds to the Company of C$25,300,001, which includes the exercise, in full, by the Underwriters of the over-allotment option granted by the Company to purchase an additional 2,444,445 Common Shares at a price of C$1.35 per Common Share.
The net proceeds from the Offering of approximately C$23.8 million 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.
“We are thrilled by the overwhelming support by our global institutional shareholders, like Handelsbanken, and their confidence in our vision,” said Dave Dinesen, Chief Executive Officer, CubicFarms. “The strong demand for this bought deal financing allowed us to upsize and fully allocate the over-allotment option with the closing of $25.3 million. This financing allows us to fully capitalize on our accelerating sale pipeline growth and market-leading R&D program.”
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 Completes Previously Announced Debt Reduction
CubicFarms also announced that further to its news release dated May 3, 2021 (the “Initial News Release”), the Company has completed its previously announced issuance to Business Development Bank of Canada (“BDC”) of 128,205 common shares of the Company (the “Issuance”) at a deemed price of $1.56 per common share.
“We’re pleased to work with our long-term lending partner on reducing the debt associated with our C$2.5 million growth capital loan with more favourable terms for the Company,” said Dave Dinesen, CEO, CubicFarms. “This demonstrates continued confidence in our ongoing development and the growth of the Company.”
The initial transaction was classified as a Shares for Debt transaction under Policy 4.3 of the TSX Venture Exchange (the “Exchange”), and upon Exchange Review, the Issuance has been deemed a Loan Bonus pursuant to Policy 5.1 of the Exchange.
CubicFarms Approves Grant of Options
The Company also announced today that its board of directors has approved the grant of 700,000 stock options (the “Options”) to certain directors and officers of the Company pursuant to the Company’s stock option plan. The Options have an exercise price of $1.47 per share, vest as to one-third (1/3) on each of 12, 24 and 36 months from the date of grant, and have a 5-year term. The grant of the Options is subject to the approval of the TSX Venture Exchange.
CubicFarms is a 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 Offering; the use of proceeds from the Offering; the jurisdictions in which the Offering will be conducted; the Supplement; closing of the Offering; and the Company’s products. 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 Venture 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.
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.