/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES/
VANCOUVER, BC, Feb. 16,
2023 /CNW/ - CubicFarm® Systems Corp.
("CubicFarms" or the "Company") (TSX: CUB), a leading local
chain agricultural technology company, today announced that it has
priced its previously announced marketed public offering (the
"Offering") of units (the "Units") of the Company.
Pursuant to the Offering, the Company intends to issue up to
100,000,000 Units at a price of C$0.05 (the "Offering Price") per Unit for gross
proceeds of up to C$5 million (the
"Offering"). Each Unit will consist of one common share of the
Company (a "Common Share") and one common share purchase warrant
(the "Warrants"). Each Warrant will entitle the holder thereof to
acquire one Common Share of the Company at an exercise price of
C$0.10 (the "Exercise Price") per
Common Share for a period of 36 months from the Closing Date (as
defined below) of the Offering.
The Offering will be conducted on a best-efforts agency basis
pursuant to the terms and conditions of an agency agreement to be
entered into between the Company and Canaccord Genuity Corp. and
Raymond James Ltd., as joint bookrunners and co-lead agents
(collectively, the "Co-Lead Agents").
The Company has agreed to pay the Co-Lead Agents a cash
commission equal up to 6% of the aggregate gross proceeds of the
Offering and an aggregate number of compensation warrants (each, a
"Compensation Warrant") equal up to 6% of the aggregate number of
such Units issued pursuant to the Offering. The Co-Lead Agents
shall not receive Compensation Warrants on any "President's List"
orders. Each Compensation Warrant will be exercisable to acquire
one Common Share of the Company at the Offering Price for a period
of 36 months from the Closing Date of the Offering, subject to
adjustment in certain events.
The Company will also grant the Co-Lead Agents an option (the
"Over-Allotment Option") to sell up to an additional 15,000,000
Units at the Offering Price. The Over-Allotment Option may be
exercised at any time up to 30 days following the Closing Date of
the Offering.
The Offering will be conducted (i) pursuant to a prospectus
supplement (the "Prospectus Supplement") to the Company's short
form base shelf prospectus dated January 30,
2023 (the "Base Shelf Prospectus"), which Prospectus
Supplement is expected to be filed with the securities commissions
and other similar regulatory authorities in each of the provinces
of Canada, except the Province of
Québec, and (ii) in jurisdictions outside of Canada as are agreed by the Company and the
Co-Lead Agents. It is expected that the Company and the Co-Lead
Agents will enter into a definitive agency agreement and file the
Prospectus Supplement following the pricing of the Offering. Copies
of the Prospectus Supplement and accompanying Base Shelf Prospectus
will be available under the Company's profile on SEDAR at
www.sedar.com.
The net proceeds from the Offering will used for settlement of
debt, working capital obligations and general corporate
purposes.
The Offering is expected to close on or about February 23, 2023 (the "Closing Date"), subject
to customary closing conditions.
Closing of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals including the approval of the Toronto Stock Exchange (the
"TSX"). The Company will also use commercially reasonable efforts
to obtain the necessary approvals to list the Warrants and the
Common Shares on the TSX.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in the United States or
in any other jurisdiction in which such offer, solicitation or sale
would be unlawful. The securities have not been registered under
the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements thereunder.
About HydroGreen
HydroGreen's Automated Vertical Pastures™ technology utilizes a
unique process to sprout grains, such as barley and wheat, in a
controlled environment with minimal use of land, labour and water.
HydroGreen's fully automated indoor growing technology performs all
growing functions including seeding, watering, lighting,
harvesting, and re-seeding—all with the push of a button—to deliver
nutritious fresh forage for livestock without the typical
investment in fertilizer, chemicals, fuel, field equipment, and
transportation. Automated Vertical Pastures™ not only provide
superior nutritious feed to benefit the animal but also enable
significant environmental benefits to the farm.
About CubicFarms
CubicFarms is a leading 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.
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 filing of a Prospectus Supplement;
closing of the Offering; and the listing of the Warrants. 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 and the other factors
disclosed under "Risk Factors" in the Company's annual information
form for the year ended December 31,
2021, 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.
SOURCE CubicFarm Systems Corp.
