TSXV: ROMJ OTCQX: ROMJF

Rubicon Organics announces closing of $23 Million bought deal offering of units

Aggregate gross proceeds of approximately $23 million, including full exercise of the over-allotment option granted.

VANCOUVER, BRITISH COLUMBIA, February 26, 2021 – Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”) is pleased to announce that it has closed its previously announced bought deal public offering (the “Offering”) of 6,052,631 units of the Company (“Units”) for aggregate gross proceeds of approximately $23 million, including full exercise of the over-allotment option granted to the underwriters in connection with the Offering.

“This financing is a clear validation by the investment community of our strategy to become global brand leaders by winning the premium cannabis segment first. The premium segment is taking share across Canada as product quality increases, and Rubicon Organics is leading the way. We expect our focused strategy will drive brand loyalty, profitability and significant shareholder value over the long-term. We will continue the aggressive launch of our innovation pipeline and our much stronger balance sheet now allows us to broaden the scope of our growth strategy from a position of financial strength,” said Jesse McConnell, Chief Executive Officer.

Each Unit is comprised of one common share of the Company (each a “Unit Share”) and one-half common share purchase warrant (each such full warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of the Company (a “Warrant 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 of the Company on the TSX Venture Exchange (the “TSXV”) is equal to or greater than $6.90 per common share.

The TSXV has conditionally approved the listing of the Unit Shares, the Warrants and the Warrant Shares.  It is anticipated that the Warrants will begin trading on the TSXV on March 2, 2021 under the symbol “ROMJ.WT”.

The Offering was conducted by a syndicate of underwriters with Raymond James Ltd. as co-lead underwriter and sole bookrunner, together with BMO Nesbitt Burns Inc. and Desjardins Securities Inc. as co-lead underwriters, and Mackie Research Capital Corporation (collectively the “Underwriters”).

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

The Units were 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 were 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 $3.5 million).

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: ir@rubiconorganics.com

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 Company’s expectation that its focused strategy will drive brand loyalty, profitability and significant shareholder value over the long-term; the Company’s intention to continue the aggressive launch of its innovation pipeline; the Company’s belief that its stronger balance sheet will allows it to broaden the scope of its growth strategy from a position of financial strength; the use of proceeds of the Offering; the expected date that the Warrants will be listed for trading on the TSXV, if at all; 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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