CubicFarm announces closing of first tranche of private placement

Pursuant to the Private Placement, the Company intends to issue up to 10,250,000 Units at a price of C$0.20 (the “Offering Price“) per Unit for gross proceeds of up to C$2.5 million. Each Unit will consist of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant (the “Warrants“). Each Warrant will entitle the holder thereof to acquire one Common Share of the Company at an exercise price of C$0.25 (the “Exercise Price“) per Common Share for a period of 24 months from the date of issuance.

Under the First Tranche, the Company issued 4,505,502 Units at a price of C$0.20 per Unit for gross proceeds of approximately C$900,000.

The Company intends to use the proceeds of the First Tranche for general working capital, approximately 360,000 as partial repayment of its secured debt and general administrative purposes.

The securities offered in the First Tranche are subject to a four month and a day transfer restriction from the date of issuance expiring on June 10, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

Pursuant to the Private Placement, John de Jonge (the “Investor”) is an insider of the Company by virtue of being the interim Chief Executive Officer of the Company. The Investor participate din the First Tranche of the Private Placement by purchasing 250,000 Units and, accordingly, this purchase constitutes a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of the insider’s participation in the aggregate in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company has not filed a material change report more than twenty-one (21) days before the closing date of the First Tranche of the Private Placement, as the details of the First Tranche were not finalized until February 8, 2024, and the Company wished to close the First Tranche as soon as practicable.

Completion of the Private Placement remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Neither 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 HydroGreen
HydroGreen’s Automated Vertical Pastures™ technology utilizes a unique process to sprout grains, such as barley and wheat, in a controlled environment with minimal use of land, labour and water. HydroGreen’s fully automated indoor growing technology performs all growing functions including seeding, watering, lighting, harvesting, and re-seeding—all with the push of a button—to deliver nutritious fresh forage for livestock without the typical investment in fertilizer, chemicals, fuel, field equipment, and transportation. Automated Vertical Pastures™ not only provide superior nutritious feed to benefit the animal but also enable significant environmental benefits to the farm.

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.

Contact info@cubicfarms.com for media or investors@cubicfarms.com for investor inquiries.

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