Mr. Ross Rayment reports
CUBICFARM(R) SYSTEMS CORP. ISSUES "TOP-UP" SHARES TO NU SKIN ENTERPRISES INC. UNDER PREVIOUSLY SIGNED INVESTMENT AGREEMENT BETWEEN THE COMPANIES
Cubicfarm Systems Corp. has issued and sold to Nu Skin Enterprises Inc. 158,171 common shares of the company at a price of 94.71 cents per share for aggregate proceeds of $149,803.75 pursuant to the exercise of Nu Skin's top-up right to purchase shares granted under an investment agreement dated Jan. 28, 2019, between Nu Skin and the company. The company intends to use such proceeds for working capital and general corporate purposes.
The chares issued are subject to a hold period of four months and one day from the closing date.
Immediately prior to the issuance of the shares, Nu Skin held, directly or indirectly, 10,721,416 common shares of the company, representing approximately 12.7 per cent of the total issued and outstanding shares of the company.
Following issuance of the shares, Nu Skin holds, directly or indirectly, 10,879,587 common shares of the company, representing approximately 12.9 per cent of the total issued and outstanding shares of the company.
Nu Skin, with offices located at 75 West Center St., Provo, Utah, 84601, acquired the shares described in this press release for investment purposes and, in accordance with applicable securities laws, Nu Skin may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of the company in the open market or otherwise, and reserves the right to dispose of any or all of its securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the company, and other relevant factors.
For further information and to obtain a copy of the early warning report filed under applicable securities legislation in connection with the transactions hereunder please go to the company's profile on the SEDAR website or contact Blaine Knight, vice-president and deputy general counsel (801-345-3807).
This transaction constitutes a related party transaction as such term is defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 under Section 5.5(b) of MI 61-101 and is exempt from minority shareholder approval under Section 5.7(1)(a).
The issuance of the shares is subject to final approval of the TSX Venture Exchange.
About Cubicfarm Systems Corp.
Cubicfarm is an agriculture technology and vertical-farming company that utilizes patented technology to cultivate high-quality produce. The company believes that it can provide a benefit to the world by significantly reducing the physical footprint of farming, shipping costs and associated greenhouse gases, while significantly decreasing the use of fresh water and eliminating the need for harmful pesticides.
We seek Safe Harbor.
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