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CubicFarm Systems Announces Upsize to Previously Announced Bought Deal Public Offering of Common Shares
CubicFarm Systems, a local chain agricultural technology company, is pleased to announce that, due to strong demand, it has agreed with Raymond James Ltd. as sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), to increase the size of its previously announced $20 million “bought deal” offering of common shares. Pursuant to the upsized transaction terms, the Underwriters have agreed to purchase, on a “bought deal” basis, 16,296,297 common shares (the “Common Shares”) of the Company at a price of C$1.35 per Common Share (the “Issue Price”) for aggregate gross proceeds to the Company of approximately C$22 million (the “Offering”).
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% Common Shares 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 will be used to further expand the Company’s research and development (“R&D”) efforts, and support working capital and other general corporate purposes.
“We’re thrilled by the confidence shown with this investment by global institutional investors,” said Dave Dinesen, Chief Executive Officer, CubicFarms. “With our international expansion and strong inbound demand for our CubicFarm System and HydroGreen Grow System technologies, these funds enable us to continue focusing on our market-leading technology roadmap to accelerate global growth.”
Joakim By, Chief Portfolio Manager US Equities, for Handelsbanken commented, “As one of Europe’s largest environmental, social, and governance focused investors, Handelsbanken has a history of successful sustainability-focused investment that address the global challenges impacting the future of food supply and security. We are excited to invest in CubicFarms and demonstrate our strong support to their vision. They are delivering unique indoor growing technologies and go-to-market strategies that help solve these pressing issues in a sustainable manner.”
The Common Shares will be offered under the short form base shelf prospectus (the “Base Prospectus”) of the Company dated December 14, 2020, as amended on April 20, 2021, as supplemented by a shelf prospectus supplement (the “Supplement”) to be prepared and filed in each of the provinces of Canada, other than the Province of Quebec (collectively, the “Jurisdictions”) and by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Underwriters, where the Common Shares can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
The Offering is expected to close on or about June 3, 2021 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 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 U.S. 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.
Join CubicFarm Systems at the virtual Indoor AgTech Innovation Summit. Tune into a live panel discussion with Dave sharing his insights on ‘Hands Free Cultivation: Towards Full Automation’ at 13.30 EST on Friday 25 June. He’ll also be hosting a roundtable on ‘Local Chain Agriculture: Scaling Onsite Automated Food Production’ each day at the summit.
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