VANCOUVER, BC – Rubicon Organics Inc. (CSE:ROMJ) (“Rubicon Organics” or the “Company”), a premium organic cannabis company with operations in Canada, California and Washington, is pleased to announce it has filed and obtained a receipt for its final prospectus (the “Receipt”) from the securities regulatory authorities in British Columbia, Alberta, Ontario and Saskatchewan (the “Prospectus”). Rubicon Organics™ is also pleased to announce that it has received conditional listing approval for its common shares on the Canadian Securities Exchange (“CSE”) under the symbol “ROMJ”, with listing anticipated to begin effective at market open on Wednesday, October 10th, 2018.
“Rubicon Organics is excited to achieve this milestone as we work toward becoming the second publicly traded organic cannabis producer. Today’s announcement is a significant landmark for Rubicon Organics and provides for investor access to a second organic player in the public markets as well as exposure to the U.S. cannabis sector,” said Jesse McConnell, Chief Executive Officer of Rubicon Organics™. “Our team helped develop one of the first certified organic cultivation facilities in the world with Whistler Medical Marijuana Corporation and now, thanks to the support of our shareholders, Rubicon Organics is in the process of developing one of the first large-scale, high tech, certified organic greenhouses in the world.”
Mechanics of the Special Warrants
The Prospectus qualifies the distribution of, among other securities, 3,658,820 common shares and 1,829,410 common share purchase warrants of Rubicon Organics™ issuable for no additional consideration upon the exercise of 3,658,820 special warrants (the “Special Warrants”). The Special Warrants were issued on July 5, 2018 at a price of C$3.25 per Special Warrant to purchasers in British Columbia, Alberta, Saskatchewan and Ontario (in addition to purchasers resident in jurisdictions outside of Canada) on a private placement basis pursuant to prospectus exemptions under applicable securities legislation. The Special Warrants were issued pursuant to the terms of a special warrant indenture dated July 5, 2018 (the “Special Warrant Indenture”) between the Company and Odyssey Trust Company (“Odyssey”) and an agency agreement of the same date between the Company, Canaccord Genuity Corp., Mackie Research Capital Corporation and Haywood Securities Inc. A copy of the Prospectus is available on SEDAR at www.sedar.com.
The Company also announces that it has entered into a supplemental special warrant indenture with Odyssey to amend the date upon which the Special Warrants are automatically exercised under the Special Warrant Indenture from the fifth business day after the date of the Receipt to the third business day after the date of the Receipt, in order for the Special Warrants to be converted into Common Shares and Warrants at 5:00 p.m. (pacific time) on October 9, 2018, the day prior to the anticipated CSE listing date.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Rubicon Organics in the United States. The securities of Rubicon Organics™ have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On Behalf of the Board of Directors,
Rubicon Organics Inc.
Chief Executive Officer & Director
Phone: +1 (437) 929 1964
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 Q4 2018 with a combined Phase I capacity of 15,500 kg and planned expansion to 71,500 kg by 2020. The Company has two growing cannabis brands: 1964 Supply Co.™ in California and Doctor & Crook Co.™ in Washington sold by a state licensed processor.
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 Rubicon Organics’ intended use of proceeds from the issuance of the Special Warrants and its non-brokered private placement, Rubicon Organics™ becoming a certified organic producer, Rubicon Organics™ working towards cultivation activities in Q4 2018 with a combined Phase I capacity of 15,500 kg and planned expansion to 71,500 kg by 2020 are “forward-looking information.” Forward-looking information can be identified by the use of words such as “plans” or “is expected”, or variations of such words and phrases or statements that certain actions, events or results are “to begin”, “ramping up to”, “imminent”, “set to” or “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, that Rubicon Organics will be able to successfully obtain all necessary permits and approvals to conduct its business as currently proposed to be conducted, that Rubicon Organics™ will not be prosecuted in the U.S. for its involvement in the cannabis industry.
Risks and uncertainties associated with the forward looking information in this press release include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to complete construction of its proposed facilities in a timely manner; engaging in activities which currently are illegal under U.S. federal law and the uncertainty of existing protection from U.S. federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, particularly in California, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; Rubicon Organics™’ limited operating history and lack of historical profits; reliance on management; and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. 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.