Rubicon Organics announces $20 Million bought deal offering of units

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”) is pleased to announce that it has entered into an agreement with Raymond James Ltd., as co-lead agent and sole bookrunner, on behalf of a syndicate of underwriters co-led by Raymond James Ltd., BMO Capital Markets and Desjardins Securities Inc. (the “Co-Lead Underwriters”) and including Mackie Research Capital Corporation (collectively with the Co-Lead Underwriters, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 5,263,158 units of the Company (“Units”) at a price of $3.80 per Unit for gross proceeds of $20,000,000 (the “Offering”).  Each Unit is comprised of one common share (each a “Common Share”) and one-half Common Share purchase warrant (each such full warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $5.30 for a period of 36 months following the closing of the Offering, subject to an accelerated expiry if the 20 trading day volume-weighted average price of the Common Shares on the TSX Venture Exchange is equal to or greater than $6.90 per Common Share.

The Company will grant the Underwriters an over-allotment option to increase the size of the Offering by up to 15% of the aggregate number of Units sold under the Offering, exercisable in whole or in part at any time up to 30 days after and including the closing date of the Offering, which may be exercised for Common Shares, Warrants or a combination thereof.

The Company intends to use the proceeds from the Offering for repayment of indebtedness and working capital.

The Units will be offered by way of prospectus supplement filed in each of the provinces and territories of Canada (other than Quebec) to supplement the Company’s short form base shelf prospectus dated December 29, 2020.

The Underwriters will be paid a cash commission equal to 6% of the gross proceeds of the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option) and 3% of the gross proceeds of the Offering from purchasers on the president’s list of the Company (up to a maximum of aggregate gross proceeds of $2.0 million).

The Offering is expected to close on or about February 25, 2021 and is subject to market and other customary conditions, including approval of the TSX Venture Exchange, and the entering into of an underwriting agreement between the Company and the Underwriters. This press release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities in any jurisdiction. No securities may be sold nor may be offered prior to obtaining all the receipts for the final prospectus from each of the provinces of Canada (other than Quebec).

ABOUT RUBICON ORGANICS INC.

Rubicon Organics Inc. is becoming the global brand leader in premium organic cannabis products. Through its wholly owned subsidiary Rubicon Holdings Corp, a licensed producer, the Company cultivates, processes and sells organic certified, sustainably produced, super-premium cannabis products from its state-of-the-art hybrid greenhouse located in Delta, BC, Canada. Rubicon Organics is focused on achieving industry leading profitability through a focus on innovation and the development of brands and cannabis 2.0 products, including its flagship super-premium brand Simply Bare™ Organic and its super-premium concentrate brand LAB THEORY™.

CONTACT INFORMATION

Margaret Brodie

Chief Financial Officer

Phone: +1 (437) 929-1964

Email: [email protected]

The TSX Venture Exchange, its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) does not accept responsibility for the adequacy or accuracy of this press release.

Cautionary Statement Regarding Forward Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, and statements or information concerning matters such as the exercise of the underwriters’ over-allotment option; the use of proceeds of the Offering; the expectation of when the Offering will close, if the Offering closes at all; the expectation that TSX Venture Exchange will approve the Offering; the expectation that all of the closing conditions will be met; the Company’s belief that it is becoming the global brand leader in organic cannabis products; and the Company’s intention of achieving industry leading profitability are “forward-looking statements”. Forward-looking information can be identified by the use of words such as “will” or variations of such words or statements that certain actions, events or results “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. The forward-looking information in this press release is based upon certain assumptions that management considers reasonable in the circumstances, including that its capital needs will be as currently projected. Risks and uncertainties associated with forward looking information in this press release include, among others, information or statements concerning the Company’s expectations of financial resources available to fund operations; Rubicon Organics’ limited operating history and lack of historical profits; obtaining the necessary regulatory approvals; that regulatory requirements will be maintained; general business and economic conditions; the Company’s ability to successfully execute its plans and intentions; the Company’s ability to obtain financing at reasonable terms through the sale of equity and/or debt commitments; the Company’s ability to attract and retain skilled staff; market competition; the products and technology offered by the Company’s competitors; that our current relationships with our suppliers, service providers and other third parties will be maintained; and the impact of the current global health crisis caused by the COVID19 pandemic. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Although Rubicon Organics has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. Rubicon Organics assumes no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.

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