CubicFarm® Systems
Corp. (
TSXV:CUB) (“CubicFarms” or
the “Company”), a local chain agricultural technology company,
today announced that it has entered into an agreement with Raymond
James Ltd. as 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,
14,814,815 common shares (the “Common Shares”) of the Company at a
price of C$1.35 per Common Share (the “Issue Price”) for aggregate
gross proceeds to the Company of approximately C$20 million (the
“Offering”).
The Company has agreed to grant the Underwriters
an over-allotment option to purchase up to an additional 15% Common
Shares 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 will be used
to further expand the Company’s research and development
(“R&D”) efforts, and support working capital and other general
corporate purposes.
The Common Shares will be offered under the
short form base shelf prospectus (the “Base Prospectus”) of the
Company dated December 14, 2020, as amended on April 20, 2021, as
supplemented by a shelf prospectus supplement (the “Supplement”) to
be 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, and in those
jurisdictions outside of Canada and the United States which are
agreed to by the Company and the Underwriters, where the Common
Shares can be issued on a private placement basis, exempt from any
prospectus, registration or other similar requirements.
The Offering is expected to close on or about
June 3, 2021 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 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.
About CubicFarms
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”
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.
Media Contact:Andrea MageeT: 236.885.7608E:
andrea.magee@cubicfarms.com
Investor Contact: Tom
Liston T:
416.721.9531E: tom.liston@cubicfarms.com
CubicFarm Systems (TSXV:CUB)
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