Vancouver, British Columbia--(Newsfile Corp. - April 3, 2023) - CubicFarm® Systems Corp. (TSX: CUB) ("CubicFarms" or the "Company"), a leading local chain agricultural technology company, today announced that further to its news release dated March 13, 2023 in respect of its application to the British Columbia Securities Commission (the "BCSC") for a management cease trade order (the "MCTO"), that the BCSC has granted the MCTO, pursuant to which the Company will have until May 30, 2023 to file its annual financial statements for the year ended December 31, 2022 and related management discussion and analysis and certifications (collectively, the "Financial Statements"), the annual information form for the fiscal year ended December 31, 2022, and the CEO and CFO certificates relating to the Financial Statements (the "Required Filings") beyond the prescribed filing deadlines.
The Company's potential delay in filing its Required Filings on time is due to the following circumstances:
The Company needs more time to prepare the Required Filings, and complete the financial audit with its auditor. This is primarily due to a significantly reduced headcount in the finance team in connection with the Company's cost reduction measures as previously announced.
As part of its ongoing restructuring efforts, the Company is prioritizing payments in order to ensure operational sustainability. This has resulted in an outstanding balance with its auditor. The auditor has made a decision to temporarily halt services until the Company settles the outstanding balance for services provided. The Company has now substantially resolved these issues and is working expeditiously to complete the Required Filings, with the goal of completing the Annual Filings by April 21, 2023, and in any event on or before May 30, 2023 in accordance with the terms of the MCTO.
The Company is providing this default announcement in accordance with National Policy 12-203 Management Cease Trade Orders ("NP 12-203"). The MCTO will prohibit the chief executive officer and the chief financial officer of the Company from trading in securities of the Company for so long as the Required Filings are not filed. The issuance of the MCTO does not affect the ability of persons other than the chief executive officer and the chief financial officer of the Company to trade in the Company's securities.
The Company has confirmed that it intends to satisfy the provisions of the alternative information guidelines described in sections 9 and 10 of NP 12-203 for so long as it remains in default for failure to file the Required Filings. Should the Company fail to file the appropriate Default Status Reports as prescribed by NP 12-203, the securities commissions or regulators may, as a result of such failure, impose an Issuer Cease Trade Order.
The Company confirms that it is not subject to any insolvency proceeding as of the date hereof. The Company also confirms that there is no other material information concerning the affairs of the Company that have not been generally disclosed as of the date herein.
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.
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.
For more information, please visit www.cubicfarms.com.
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 Company's ability to complete the Required Filings by April 21, 2023 or May 30, 2023 and to comply with the provisions of the alternative information guidelines described in sections 9 and 10 of NP 12-203. 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 obtaining the Management CTO or file the Required Filing on time and the other factors disclosed under "Risk Factors" in the Company's annual information form for the year ended December 31, 2021, 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.
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