Public offering of unsecured convertible debenture units and common shares

CubicFarm® Systems Corp., a Canadian agtech, announced a public offering of unsecured convertible debenture units and the company's common shares.

The net proceeds from the offering will use for continued organic growth, technology development, working capital, and general corporate purposes. The offering is expected to close on or about June 2, 2022, subject to customary closing conditions.

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, Raymond James Ltd. and Canaccord Genuity Corp. as joint book runners on behalf of a syndicate of agents.

The defining pricing, terms and size of the offering will be determined in the context of the market at the time of entering into a definitive agency agreement between the company and the agents.

Contents
Each Debenture Unit will consist of: (i) a principal amount of 8% convertible unsecured debenture convertible into common shares of the company at a conversion price per common share to be determined and maturing five years from the closing of the offering, and (ii) a number of common share purchase warrants to be determined, with each warrant entitling the holder thereof to acquire one common share of the company at an exercise price per share to be determined for a period of three years from the closing of the offering.

The terms of the offering set out herein are indicative terms only and the final size of the offering, issue price per debenture unit, face value of the convertible debentures, the conversion price, the number of warrants per debenture unit, and the exercise price will be determined in the context of the market.

CubicFarm will also grant the agents an option to sell up to an additional 15% of the debenture units and common shares sold under the offering, at the price sold pursuant to the offering. The over-allotment option may be exercised at any time up to 30 days following the closing date of the offering.

Offering
The offering will be conducted (i) pursuant to a prospectus supplement to the company’s amended and restated short form base shelf prospectus dated October 13, 2021, 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.