An anonymous director reports

CUBICFARM SYSTEMS CORP. ANNOUNCES CLOSING OF FINAL TRANCHE OF PRIVATE PLACEMENT

Cubicfarm Systems Corp. has closed the final tranche of its non-brokered private placement of units of the company.

Pursuant to the private placement, the company has issued approximately 10.3 million units at a price of 20 cents per unit for gross proceeds of approximately $2.06-million. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of the company at an exercise price of 25 cents per common share for a period of 24 months from the date of issuance.

Under the final tranche, the company issued 5,792,688 units at a price of 20 cents per unit for gross proceeds of approximately $1.16-million.

The company intends to use the proceeds of the private placement first tranche for general working capital and general administrative purposes.

The securities offered in the final tranche are subject to a four-month-and-one-day transfer restriction from the date of issuance expiring on July 16, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

Pursuant to the final tranche of the private placement, John de Jonge is an insider of the company by virtue of being the interim chief executive officer of the company. The investor participated in the final 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. 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 per cent 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 21 days before the closing date of the final tranche of the private placement, as the details of the final tranche were not finalized until Feb. 8, 2024, and the company wished to close the final 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.

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 reseeding -- 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. The Automated Vertical Pastures technology not only provides superior nutritious feed to benefit the animal but also enables significant environmental benefits to the farm.

About Cubicfarm Systems Corp.

Cubicfarm 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. The Cubicfarm system contains patented technology for growing leafy greens and other crops on site, indoors, all year round. Cubicfarm provides an efficient, localized food supply solution that benefits people, the planet and the economy.

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