Dave Dinesen, CubicFarms’ CEO comments, “We believe that food security is in a global crisis, and COVID-19 has certainly accelerated this crisis. CubicFarms ag-tech solutions can help break this cycle of long global food supply chains, which would allow local chain agriculture to take place nearby where food is consumed. CubicFarms’ technology has been used effectively by our local growers to grow more fresh food using less land, energy, and water – an outcome with global relevance.”
CubicFarms is pleased to announce that it has entered into an agreement with Raymond James Ltd. as lead underwriter and sole book-runner, on behalf of a syndicate of underwriters pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 11,111,111 common shares in the capital of the Company at a price of C$0.90 per Common Share for aggregate gross proceeds to the Company of approximately $10,000,000.
In addition, CubicFarms intends to enter into a subscription agreement with existing shareholder Harry DeWit, CEO and President of Blue Sky Farms, a Texas and Ohio-based dairy and farming business, pursuant to which Blue Sky Farms will purchase common shares on a private placement basis at the Issue Price for gross proceeds to CubicFarms of up to $5,000,000.
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Common Shares issued under the Offering 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 and Concurrent Private Placement 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.
The Offering will be conducted in each of the provinces of Canada, except Québec, by way of a prospectus supplement to the Company’s short form base shelf prospectus dated December 14, 2020 and elsewhere on a private placement basis. CubicFarms intends to file the Prospectus Supplement with the securities regulatory authorities in each of the provinces of Canada, except Québec, which will be available on SEDAR under the Company’s profile at www.sedar.com.
The Offering is expected to close on or about December 21, 2020 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 Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended 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.