/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, June 3, 2021 /CNW/ - 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.
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.
