Vancouver, British Columbia--(Newsfile Corp. - January 28, 2025) - CubicFarm® Systems Corp. (TSXV: CUB) ("CubicFarms" or the "Company"), a local chain agricultural technology company, is pleased to announce, further to its previous press release of July 15, October 2, October 17, October 29, 2024, and January 17, 2025, that the TSX Venture Exchange (the "Exchange") has accepted its application for reinstatement of trading of the Company's common shares on the Exchange. The Exchange suspended trading in the common shares as a result of a failure-to-file cease trade order (the "FFCTO") issued by the British Columbia Securities Commission on July 15, 2024. The FFCTO was revoked on January 16, 2025. The Company expects its common shares to reinstate trading on the Exchange soon.
Company Updates
As of September 30, 2024, John de Jonge, interim CEO of the Company, and a company wholly owned by him provided a loan of $1,288,438 to the Company. This balance represents unsecured, interest-free borrowings that are due on demand. The funds were used to support the Company's working capital and operational needs. This loan constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the Exchange. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the loan does not exceed 25% of the Company's market capitalization.
The Company is party to a claim that arose in the ordinary course of business on November 21, 2021, asserting that the Company was in breach of a consulting agreement by failing to make required payments and by purporting to terminate the services of the plaintiff, contrary to the terms that were agreed. The Company has a scheduled mediation in April 2025 and believes strongly in its position. As at today's date, the potential exposure the Company faces cannot be measured reliably, and the claim is not expected to have a material effect on the business, operations or financial condition of the Company.
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 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward looking and other cautionary statements
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 trading of the Company's common shares on the Exchange, repayment of the related party loan or the outcome of litigation. Such statements involve known and unknown risks, uncertainties, and other factors and assumptions 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, without limitation, the risk of the Company not being reinstated with the TSXV and the other factors disclosed under "Risk Factors" in the Company's annual information form for the year ended December 31, 2022, and those risks described in other documents incorporated or deemed to be incorporated by reference in the prospectus. Such statements can be identified by the use of words such as "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict", and other similar terminology, or state that certain actions, events, or results "may", "can", "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.
