Vancouver, British Columbia–(Newsfile Corp. – July 15, 2024) – CubicFarm® Systems Corp. (TSXV: CUB) (“CubicFarms” or the “Company”), a leading local chain agricultural technology company, announces that the British Columbia Securities Commission (the “BCSC“) as the principal regulator of the Company issued a failure-to-file case trade order (the “FFCTO“) to the Company under Multilateral Instrument 11-103 – Failure-To-File Cease Trade Orders In Multiple Jurisdictions, prohibiting the trading in or the purchasing of any securities of the Company by any person or company in Canada, including trades in the Company’s common shares made through the TSX Venture Exchange, except in accordance with the following conditions for so long as the FFCTO order remains in effect:
– a beneficial securityholder of the Company who is not, and was not at the date of the FFCTO an insider or control person of the Company, may sell securities of the Company acquired before the date of July 15, 2024 if both of the following apply: (a) the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization; and (b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.
The FFCTO was issued as a result of the delay in the filing of the Company’s annual audited financial statements for the fiscal year ended December 31, 2023, the related management’s discussion and analysis and annual information form for the fiscal year ended December 31, 2023 and related filings (the “Required Annual Filings“), as well as the Company’s interim financial statements for the three-month period ended March 31, 2024, the related management’s discussion and analysis for the three-month period ended March 31, 2024, and related filings (the “Required Interim Filings“, and together with the Required Annual Filings, the “Required Filings“). Under National Instrument 51-102 – Continuous Disclosure Obligations, the Required Annual Filings were required to be made no later than April 29, 2024, and the Required Interim Filings were required to be made no later than May 30, 2024.
The BCSC had previously granted, on April 30, 2024 a management cease trade order, which has been revoked and replaced by the FFCTO dated July 15, 2024.
The Company is working diligently with its auditors to facilitate the completion of the Required Filings and expects to file the Required Annual Filings by July 26, 2024, and it will provide updates as further information relating to the Required Documents becomes available and as required.