/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, May 27, 2021 /CNW/ - CubicFarm® Systems
Corp. (TSXV: CUB) ("CubicFarms" or the "Company"), a local
chain agricultural technology company, is pleased to announce that,
due to strong demand, it has agreed with Raymond James Ltd. as sole
bookrunner, on behalf of a syndicate of underwriters (collectively,
the "Underwriters"), to increase the size of its previously
announced $20 million "bought deal"
offering of common shares. Pursuant to the upsized transaction
terms, the Underwriters have agreed to purchase, on a "bought deal"
basis, 16,296,297 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$22
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.
"We're thrilled by the confidence shown with this investment by
global institutional investors," said Dave Dinesen, Chief Executive
Officer, CubicFarms. "With our international expansion and strong
inbound demand for our CubicFarm System and HydroGreen Grow System
technologies, these funds enable us to continue focusing on our
market-leading technology roadmap to accelerate global growth."
Joakim By, Chief Portfolio Manager US Equities, for
Handelsbanken commented, "As one of Europe's largest environmental, social, and
governance focused investors, Handelsbanken has a history of
successful sustainability-focused investment that address the
global challenges impacting the future of food supply and security.
We are excited to invest in CubicFarms and demonstrate our strong
support to their vision. They are delivering unique indoor growing
technologies and go-to-market strategies that help solve these
pressing issues in a sustainable manner."
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.
SOURCE CubicFarm Systems Corp.
