Today's News

Langley, BC, June 6, 2022--(T-Net)--CubicFarm Systems Corp. (TSX:CUB), a leading local chain agricultural technology company, today announced the closing of its overnight marketed public offering of unsecured convertible debenture units of the company at a price of $1,000 per Debenture Unit for total gross proceeds of $6,540,000 and 7,361,000 common shares of the Company at a price of $0.55 per Common Share for total gross proceeds of $4,048,550.

In aggregate, total gross proceeds to the company were $10,588,550, which is inclusive of the partial exercise of the overallotment option.

The Offering was conducted on a best efforts agency basis by Raymond James Ltd. and Canaccord Genuity Corp. as joint bookrunners on behalf of a syndicate of agents, including Stifel Nicolaus Canada Inc. and Roth Canada Inc..

The net proceeds of the Offering will be used to support working capital, research and development and business development.

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.

Additional Details on the Financing

Each Offered Debenture Unit consists of: (i) a principal amount 8% convertible unsecured debenture (the "Convertible Debentures") maturing five years from the closing of the Offering (the "Maturity Date"); and (ii) 400 common share purchase warrants (the "Warrants"), with each Warrant entitling the holder thereof to acquire one common share of the Company at $0.71 per share for a period of 36 months ending June 2, 2025.

The Convertible Debentures will be convertible at the holder's option into fully-paid, non-assessable and freely tradable Shares at any time prior to the earlier of the last business day immediately preceding the Maturity Date and the last business day immediately preceding the date fixed for redemption by the Company at a conversion price of $0.68 per Share (the "Conversion Price"). The Conversion Price represents a conversion premium of approximately 20% to a reference price of $0.55 per Share.

Except as set out below, the Convertible Debentures will not be redeemable before June 30, 2025. On or after June 30, 2025, the Convertible Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days' and not less than 30 days' prior notice at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the Shares on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than 150% of the Conversion Price.

The Offering was conducted (i) pursuant to a prospectus supplement (the "Prospectus Supplement") to the Company's amended and restated short form base shelf prospectus dated October 13, 2021 (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 Agents. It is expected that the Company and the 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.

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.