

Rubicon Organics Inc. Closes C$11.8 million Upsized Special Warrant Private Placement and Concurrent C$1.4 million Non-Brokered Private Placement

VANCOUVER, British Columbia, July 9, 2018–(BUSINESS WIRE)–Rubicon Organics Inc. (the “Company” or “Rubicon Organics”) is pleased to announce the closing of its private placement offering (the “Offering”) of special warrants (the “Special Warrants”) for aggregate gross proceeds of approximately C$11.8 million, upsized from C$7.0 million. Canaccord Genuity Corp., as sole bookrunner, and Mackie Research Capital Corp., acted as co-lead agents on behalf of a syndicate including Haywood Securities Inc.

Pursuant to the Offering, the Company issued 3,635,744 Special Warrants at a price of C$3.25 per Special Warrant. Each Special Warrant is exercisable, for no additional consideration and with no further action on the part of the holder, into units of the Company (the “Units”). Each Unit will consist of one Class A common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $4.20 per Common Share until July 5, 2020, subject to adjustment in certain events.

Each Special Warrant shall be automatically exercisable, for no additional consideration, into one Unit on the date that is the earlier of: (i) the date that is five business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in Canada (the “Securities Commissions”) for a final prospectus qualifying the distribution of the Units issuable upon exercise of the Special Warrants (the “Qualifying Prospectus”), and (ii) November 2, 2018.

The Company will use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for the Qualifying Prospectus before November 2, 2018, provided, however, that there is no assurance that a Qualifying Prospectus will be filed or that a receipt therefor will be issued by the Securities Commissions.

Notwithstanding the foregoing, in the event the Company has not received a receipt from the Securities Commissions for the Qualifying Prospectus on or before 5:00 p.m. (PST) on November 2, 2018, each unexercised Special Warrant will thereafter entitle the holder to receive upon the exercise thereof, for no additional consideration, 1.1 Units (the additional Units are collectively referred to herein as the “Penalty Units”) rather than one Unit; provided, however, that any fractional entitlement to Penalty Units will be rounded down to the nearest whole Penalty Unit.

Concurrent with the above Offering, Rubicon Organics has also completed the sale of a further 417,222 Units of the Company (each comprised of one Common Share and one-half of one Warrant) at C$3.25 per Unit for gross proceeds of approximately C$1.4 million, on a non-brokered private placement basis (the “Non-Brokered Offering”).

The Company intends to use the net proceeds of the Offering and Non-Brokered Offering for facility development, growth initiatives, working capital and general corporate purposes.

We were very pleased with the level of interest from both the institutional and retail investment community. Significant single orders came in from both types of shareholders who believe in what the Company has achieved to date and our plans and prospects going forward. We have been fortunate to have strong shareholder support over the past three years allowing us to build our business and we welcome the new shareholders as we progress Rubicon Organics towards becoming a certified organic producer.

Jesse McConnell, Chief Executive Officer of Rubicon Organics.

ABOUT RUBICON ORGANICS INC.

Rubicon Organics is a vertically integrated cannabis company with operations in Canada, California and Washington. The Company holds the intellectual property to produce low-cost, premium quality Certified Organic Cannabis. Rubicon is working towards beginning cultivation in Q3 2018 with a combined Phase I capacity of 15,400 kg and planned expansion to 82,000 kg by 2020. The Company has two rapidly growing cannabis brands: 1964 Supply Co.TM in California and Doctor & Crook Co.TM in Washington sold by a state licensed processor.

Original Press Release

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