Net proceeds to be used for R&D to expand machine capabilities and crop varieties
VANCOUVER, BC / ACCESSWIRE / May 13, 2020 / CubicFarm® Systems Corp. (TSXV:CUB) ("CubicFarms" or the "Company") is pleased to announce that further to its press release dated May 1, 2020, the Company has completed the non-brokered private placement with Ospraie Ag Science, LLC ("Ospraie"), involving the issuance of 21,739,130 common shares of CubicFarms at a price of C$0.23 per share for gross proceeds of approximately C$5.0 million (the "Offering"). Ospraie now holds an approximate 18.8% interest in the Company on a non-diluted basis (see Early Warning Disclosure below).
"We are very excited to complete this transaction with Ospraie, all the more so amid the current economic and travel challenges," said CubicFarms CEO Dave Dinesen.
"Ospraie's strategic investment will allow CubicFarms to execute on our vision of providing technology to feed a changing world, by driving our R&D efforts to further optimize our machine yields, automation and functionality, as well as expand the crop varieties that can be grown in our machines - all with a view of capturing more market share and adding value to our grower-customers.
"We look forward to working closely with Ospraie as they add incredible value to CubicFarms through their industry expertise, and exploring potential technological and commercial synergies with the other ag-tech companies in their portfolio and network."
The shares issued in connection with the Offering are subject to a statutory four-month hold period.
Early Warning Disclosure
Prior to the Offering, Ospraie held 99,500 common shares of the Company, representing approximately 0.1% of the then current issued and outstanding common shares on a non-diluted basis. After giving effect to the Offering, Ospraie holds 21,838,630 common shares, representing approximately 18.8% of the issued and outstanding common shares on a non-diluted basis.
The Company has been advised by Ospraie that the common shares were acquired under the Offering by Ospraie for investment purposes and that Ospraie reviews its holdings in the Company from time to time and may, based on such review, market and other conditions and subject to compliance with applicable hold periods, increase or decrease its ownership of common shares, other securities of the Company or related financial instruments, whether in the open market, by privately negotiated transaction or otherwise.
A copy of Ospraie's early warning report will appear with the Company's documents on the System for Electronic Document Analysis and Retrieval and may also be obtained by contacting Scott Baglio at +212-602-5090.
Ospraie's address is c/o Ospraie Management, LLC, 437 Madison Avenue, 28th Floor, New York, NY 10022.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities 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 state securities laws, and may not be offered or sold within the United States unless an exemption from such registration is available.
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.
About CubicFarm® Systems Corp.
CubicFarm Systems Corp. ("CubicFarms") is a technology company that is developing and deploying technology to feed a changing world. Its proprietary technologies enable growers around the world to produce high-quality, predictable crop yields. CubicFarms has two distinct technologies that address two distinct markets. The first technology is its patented CubicFarm™ System, which contains patented technology for growing leafy greens and other crops. Using its unique, undulating-path growing system, the Company addresses the main challenges within the indoor farming industry by significantly reducing the need for physical labour and energy, and maximizing yield per cubic foot. CubicFarms leverages its patented technology by operating its own R&D facility in Pitt Meadows, British Columbia, selling the System to growers, licensing its technology and providing vertical farming expertise to its customers.
The second technology is CubicFarms' HydroGreen System for growing nutritious livestock feed. This system utilizes a unique process to sprout grains, such as barley and wheat, in a controlled environment with minimal use of land, labour and water. The HydroGreen System is fully automated and performs all growing functions including seeding, watering, lighting, harvesting, and re-seeding - all with the push of a button - to deliver nutritious livestock feed without the typical investment in fertilizer, chemicals, fuel, field equipment and transportation. The HydroGreen System not only provides superior nutritious feed to benefit the animal, but also enables significant environmental benefits to the farm.
Cautionary statement on forward-looking information
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 use of proceeds of the Offering and the potential benefits of Ospraie's investment to the Company. Such statements involve known and unknown risks, uncertainties, and other factors including evolving market conditions, 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. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict", and other similar terminology, or state that certain actions, events, or results "may", "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