CubicFarm Systems Corp. - Capital/Financing Update 2021

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement, together with the amended and restated short form base shelf prospectus dated October 13, 2021 (the “ prospectus ”) to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference in the prospectus, constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. Neither this prospectus supplement, nor the prospectus and the documents incorporated or deemed to be incorporated by reference therein, constitutes an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States of America, its territories, possessions or the District of Columbia (the “ United States ”), and may not be offered, sold or delivered in the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. Neither this prospectus supplement, nor the prospectus and the documents incorporated or deemed to be incorporated by reference therein, constitutes an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See “Plan of Distribution”.

New Issue

November 19, 2021

PROSPECTUS SUPPLEMENT

TO THE AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS DATED OCTOBER 13, 2021

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CUBICFARM SYSTEMS CORP. $20,000,000

16,000,000 COMMON SHARES

Price: $1.25 per Common Share

This prospectus supplement, together with the prospectus, qualifies the distribution of 16,000,000 common shares (the “ Offered Shares ”) in the capital of CubicFarm Systems Corp. (“ CubicFarms ” or the “ Corporation ”) at a price of $1.25 (the “ Offering Price ”) per Offered Share (the “ Offering ”). See “Plan of Distribution”.

The issued and outstanding common shares (“ Common Shares ”) in the capital of the Corporation are listed on the Toronto Stock Exchange (“ TSX ”) under the symbol “CUB”. On November 18, 2021, the last full trading day on the TSX prior to the date of this prospectus supplement, the closing price of the Common Shares was $1.24. The Offering is being made pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated effective November 19, 2021, among the Corporation, Raymond James Ltd. (“ RJL ”), Stifel Nicolaus Canada Inc. (“ SNC ”), Canaccord Genuity Corp. (together with RJL and SNC, the “ Joint Bookrunners ”) and Echelon Wealth Partners Inc. (together with the Joint Bookrunners, the “ Underwriters ”, and each individually, an “ Underwriter ”). Arctic Securities LLC acted as Global Advisor of the Corporation in connection with the Offering. The terms of the Offering, including the Offering Price, were determined by negotiation between the Corporation and the Joint Bookrunners, on behalf of the Underwriters. See “ Plan of Distribution ”.

The Corporation has received conditional approval to list the Offered Shares (including the Offered Shares issuable upon the exercise of the Over-Allotment) on the TSX.

Per Offered Share Total (3) (4)	Price to the Public($) $1.25 $20,000,000	Underwriters’ Fee(1) ($) $0.075 $1,200,000	Net Proceeds to the Corporation(2)($)
			$1.175 $18,800,000

Notes:

The Corporation has agreed to pay the Underwriters, on the Closing Date (as defined herein), a cash commission (the “ Underwriters’ Fee ”) equal to 6.0% of the gross proceeds of the Offering (or $0.075 per Offered Share), other than gross proceeds on any sales made to President’s List (as defined below) purchasers, on which a reduced fee of 3% of such gross proceeds will be paid to the Underwriters (or $0.0375 per Offered Share sold to President’s
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List purchasers). “ President’s List ” means a list of purchasers of Offered Shares provided by the Corporation to the Underwriters accounting for a maximum of $1,000,000 of the gross proceeds of the Offering. See “Plan of Distribution”.
After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering, estimated to be $250,000 (exclusive of taxes and disbursements), which will be paid from the gross proceeds of the Offering.
The Corporation has granted the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 2,400,000 Common Shares at the Offering Price, exercisable from time to time, in whole or in part, upon written notice to the Corporation by the Joint Bookrunners, on behalf of the Underwriters, for a period of 30 days following the Closing Date, to cover over-allotments, if any, and for market stabilization purposes. In respect of the Over-Allotment Option, the Corporation will pay to the Underwriters a fee equal to 6.0% of the proceeds realized on the exercise of the OverAllotment Option, or $0.075 per Common Share. If the Over-Allotment Option is exercised in full, the total Offering, the Underwriters’ Fee (assuming no sales to President’s List purchasers under the Offering) and net proceeds to the Corporation (before deducting expenses of the total Offering) will be $23,000,000, $1,380,000 and $21,620,000, respectively. The prospectus qualifies the grant of the Over-Allotment Option and the distribution of any Common Shares issued upon exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters’ overallocation position acquires those Common Shares under the prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Unless the context otherwise requires, references herein to the “Offering” and the “Offered Shares” include the Common Shares issuable pursuant to the exercise of the Over-Allotment Option. See “Plan of Distribution” .
Assuming no exercise of the Over-Allotment Option.

The following table sets forth the number of additional Offered Shares issuable under the Over-Allotment Option:

Underwriters’ Position Over-Allotment Option	Maximum size or number of securities held 2,400,000Offered Shares	Exerciseperiod Until 30 days following the Closing Date	Exerciseprice
			$1.25per Offered Share

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Corporation and delivered to and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “ Plan of Distribution ” and subject to approval of certain legal matters relating to the Offering on behalf of the Corporation by Fasken Martineau DuMoulin LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of the Offering will occur on or about November 24, 2021, or on such other date as may be agreed upon by the Corporation and the Underwriters (the “ Closing Date ”). Except in certain limited circumstances: (a) the Offered Shares will be registered and represented electronically through the non-certificated inventory of CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee pursuant to the bookbased system administered by CDS; (b) certificates evidencing the Offered Shares will not be issued to purchasers; and (c) purchasers will receive only a customer confirmation from the Underwriter or other registered dealer who is a CDS participant (a “ Participant ”) and from or through whom a beneficial interest in the Offered Shares are purchased. See “ Plan of Distribution ”.

Subject to applicable laws, the Underwriters may, in connection with the Offering, effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “ Plan of Distribution ”.

The Underwriters propose to offer the Offered Shares initially at the Offering Price specified above. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the subscription price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by the Corporation. See “ Plan of Distribution ”.

Investing in the Offered Shares involves a high degree of risk. A prospective purchaser should therefore review this prospectus supplement together with the prospectus and the documents incorporated or deemed to be incorporated by

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reference therein in their entirety. See “ Risk Factors ” along with the risk factors described in the prospectus and the risk factors described in the documents incorporated or deemed to be incorporated by reference in the prospectus. See “ Documents Incorporated by Reference ”.

Mr. Christopher Pashalis Papouras resides outside of Canada and has appointed CubicFarm Systems Corp., #353-19951 80A Avenue, Langley, British Columbia V2Y 0E2 as his agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

CubicFarms’ principal office is located at #353-19951 80A Avenue, Langley, British Columbia V2Y 0E2 and its registered office is located at 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3.

Notice to Readers ................................................................................................................................................................. 1 General Matters.................................................................................................................................................................... 1 Non-IFRS Measures ............................................................................................................................................................. 1 Third Party Information ........................................................................................................................................................ 1 Forward-Looking Statements ................................................................................................................................................ 1 Documents Incorporated by Reference.................................................................................................................................. 4 Marketing Materials ............................................................................................................................................................. 5 Summary Description of the Business of CubicFarms ........................................................................................................... 5 Recent Developments ........................................................................................................................................................... 6 Description of Securities ...................................................................................................................................................... 7 Consolidated Capitalization .................................................................................................................................................. 8 Price Range and Trading Volume of Securities ..................................................................................................................... 8 Prior Sales............................................................................................................................................................................ 8 Plan of Distribution .............................................................................................................................................................. 9 Use of Proceeds ................................................................................................................................................................. 11 Interest of Experts .............................................................................................................................................................. 12 Auditors, Transfer Agent and Registrar ............................................................................................................................... 13 Risk Factors ....................................................................................................................................................................... 13 Eligibility for Investment .................................................................................................................................................... 15 Enforcement of Judgments Against Foreign Persons or Corporations .................................................................................. 16 Statutory Rights of Withdrawal and Rescission ................................................................................................................... 16 Certificate of the Corporation ........................................................................................................................................... C-1 Certificate of the Underwriters.......................................................................................................................................... C-2

NOTICE TO READERS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Offering and also adds to and updates certain information contained in the prospectus and the documents incorporated by reference therein. The second part is the prospectus, which gives more general information, some of which may not apply to the Offering. This prospectus supplement is deemed to be incorporated by reference in the prospectus solely for the purpose of the Offering.

GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise, the “ Corporation ” and “ CubicFarms ” refers to CubicFarm Systems Corp. and its wholly-owned subsidiaries.

Prospective purchasers should rely only on the information contained in this prospectus supplement, the prospectus and the documents incorporated or deemed to be incorporated therein. Neither the Corporation nor the Underwriters have authorized anyone to provide information different from that contained in this prospectus supplement, the prospectus and the documents incorporated or deemed to be incorporated therein. The Corporation is not making an offer to sell or seeking offers to buy the Offered Shares in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, is accurate as of the date of the document in which it appears, regardless of the time of delivery of the prospectus, as supplemented hereby, or of any sale of the Offered Shares. The Corporation’s business, financial condition, results of operations and prospects may have changed since that date.

All currency amounts in this prospectus are stated in Canadian dollars, unless otherwise noted. Unless otherwise indicated, all financial information included in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”), which are also generally accepted accounting principles for publicly accountable enterprises in Canada.

Information on or connected to the Corporation’s website, even if referred to in this prospectus supplement, or the prospectus or the documents incorporated or deemed to be incorporated therein, does not constitute part of the prospectus.

Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders.

NON-IFRS MEASURES

This prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, may contain terms which do not have a standardized meaning under IFRS and therefore may not be comparable with the calculation of similar measures by other companies.

THIRD PARTY INFORMATION

This prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, may include market and industry data and other statistical information that the Corporation has obtained from independent industry publications and surveys, government publications, market research reports and other published independent sources. Such publications and reports generally state that the information contained therein has been obtained from sources believed to be reliable. Although the Corporation believes these sources to be reliable, the Corporation has not independently verified any of the data or other statistical information contained therein, nor has it ascertained or validated the underlying economic or other assumptions relied upon therein. Some data are also based on the Corporation’s estimates, which are derived from the Corporation’s review of internal data, as well as independent sources. The Corporation cannot and does not provide any assurance as to the accuracy or completeness of such included information. Market forecasts, in particular, are likely to be inaccurate, especially over long periods of time. The Corporation has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as required by law.

FORWARD-LOOKING STATEMENTS

Certain statements included in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation (“ forward-looking statements ”). All statements contained herein that are not historical in nature are forward-looking statements, and the words “anticipate”, “believe”, “budget”, “estimate”, “expect”, “forecast”,

“intend”, “likely”, “may”, “plan”, “potential”, “proposed”, “should”, “will” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements represent the Corporation’s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forwardlooking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

Forward-looking statements included in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, include, but are not limited to, statements with respect to:

the completion of the Offering and the timing thereof;
the exercise of the Over-Allotment Option;
the use of the net proceeds of the Offering;
the Corporation’s business objectives and research and development activities;
the listing of the Offered Shares;
obtaining all required regulatory (including stock exchange) and other approvals in connection with the Offering;
the performance of the Corporation’s business and operations;
the intention to grow the business, operations and potential activities of the Corporation;
the anticipated growth of the industry;
the competitive conditions of the industry;
the applicable laws, regulations and any amendments thereof;
the competitive and business strategies of the Corporation;
the projected sales pipelines of the Corporation;
the anticipated benefits of the Corporation’s strategic investor and reseller relationships;
the anticipated future gross revenues and profit margins of the Corporation’s operations;
the Corporation’s available funds and use and principal purpose of available funds; and
the Corporation’s ability to raise sufficient financing, if and when necessary, to continue its operations.

With respect to the forward-looking statements included in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, the Corporation has made assumptions regarding, among other things:

timely receipt of the necessary regulatory (including stock exchange) approvals and other required approvals in connection with the Offering;
the use of the net proceeds of the Offering;
operating and capital costs, including the amount and nature thereof;
the Corporation’s ability to generate sufficient cash flow from operations and to access existing credit facilities and capital markets to meet its future obligations;
the effect of the COVID-19 pandemic on the Corporation’s business;
trends and developments in the Corporation’s industry;
business strategy and outlook;
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opportunities available to or pursued by the Corporation;
expansion and growth of business and operations;
the Corporation’s ability to attract and retain qualified personnel or management;
credit risks;
anticipated acquisitions; and
stability of general economic and financial market conditions.

Although the Corporation believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, levels of activity, performance or achievements. Consequently, there is no representation by the Corporation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements. Some of the risks and other factors, some of which are beyond the Corporation’s control, which could cause results to differ materially from those expressed in the forward-looking statements included in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, include, but are not limited to:

failure to complete the Offering;
general economic, market and business conditions in Canada and other countries, including reduced availability of debt and equity financing generally;
the Corporation’s ability to maintain current financing and to raise equity and/or debt financing on acceptable terms;
the duration and effect of the COVID-19 pandemic;
risks relating to the effective management of the Corporation’s growth;
liabilities and risks, including environmental liabilities and risks associated with the Corporation’s operations;
the execution of strategic growth plans;
the Corporation’s ability to attract and retain customers;
the competitive nature of the industries in which the Corporation operates;
competition for, among other things, capital and skilled personnel and management;
limitations on insurance;
failure to obtain industry partner and other third party consents and approvals when required;
failure to obtain granted patents for applied patents and failure to have patent assignments properly recorded;
imprecision in estimating capital expenditures and operating expenses;
fluctuations in pricing environments;
stock market volatility;
the impact of new laws and regulatory requirements and other laws and regulations and changes in how they are interpreted and enforced;
the Corporation’s ability to maintain required regulatory approvals;
geopolitical, political and economic conditions;
the results of litigation or regulatory proceedings that may be brought against the Corporation;
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changes in income tax laws; and
management’s success in anticipating and managing the foregoing factors.

Readers are cautioned that the actual results achieved may vary from the information provided in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, and the variations may be material. Readers are also cautioned that the foregoing list of factors is not exhaustive. Consequently, there is no representation by the Corporation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements. Furthermore, the forward-looking statements contained in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, are made as of the date hereof or as of the date of such documents incorporated by reference, as the case may be, and the Corporation is under no obligation, except as required by applicable securities legislation, to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, are expressly qualified by this cautionary statement.

Prospective purchasers should carefully consider the matters discussed under “ Risk Factors ” in this prospectus supplement and in the prospectus. Prospective purchasers should also refer to “ Risk Factors ” in the Corporation’s AIF (as defined below) and to the risk factors described in other documents incorporated or deemed to be incorporated by reference in the prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in the prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated or deemed to be incorporated therein by reference may be obtained on request without charge from the Chief Financial Officer of CubicFarms, Tim Fernback, at #353-19951 80A Avenue, Langley, British Columbia V2Y 0E2, telephone 1 (888) 280-9076. In addition, copies of the documents incorporated or deemed to be incorporated herein by reference may be obtained from the securities commissions or similar authorities in Canada through the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) website at www.sedar.com.

This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the purpose of the Offering.

The following documents of CubicFarms, filed with the various securities commissions or similar authorities in each of the provinces of Canada where CubicFarms is a reporting issuer, are specifically incorporated by reference into and form an integral part of the prospectus:

the management information circular and proxy statement of the Corporation, dated May 17, 2021 for the annual general meeting held on June 17, 2021 (the “ AGM ”);
the annual information form of the Corporation for the transition year (six months) ended December 31, 2020, dated April 30, 2021 (the “ AIF ”);
the amended audited consolidated financial statements of the Corporation as at and for the transition year ended December 31, 2020, together with the auditor’s report thereon and the notes thereto;
the management’s discussion and analysis of the Corporation for the transition year (three and six months) ended December 31, 2020, dated April 30, 2021;
the audited consolidated financial statements of the Corporation as at and for the financial years ended June 30, 2020 and 2019, together with the auditor’s report thereon and the notes thereto;
the management’s discussion and analysis of the Corporation for the financial year ended June 30, 2020, dated October 28, 2020;
the unaudited condensed consolidated interim financial statements (including notes thereto but excluding the notice of the Corporation provided pursuant to section 4.3(3)(a) of National Instrument 51-102 – Continuous Disclosure Obligations ) of the Corporation as at and for the three and nine months ended September 30, 2021 and 2020;
the management’s discussion and analysis of the Corporation for the three and nine months ended September 30, 2021, dated November 12, 2021;
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the material change report dated December 24, 2020 with respect to Corporation prospectus offering of 12,777,777 Common Shares at a price of $0.90 per Common Share for gross proceeds of $11,499,999 and private placement offering of 5,222,300 Common Shares at a price of $0.90 per Common Share for gross proceeds of $4,700,070 (the “ December 2020 Financing ”);
the material change report dated April 8, 2021 with respect to the Corporation’s private placement offering of 1,464,622 Common Shares at a price of $1.29 per Common Share for gross proceeds of US$1,500,000 (approximately $1,886,437) (the “ April 2021 Private Placement ”);
the material change report dated October 28, 2021 with respect to Corporation prospectus offering of 16,296,297 Common Shares at a price of $1.35 per Common Share for gross proceeds of $22,000,000 (the “ May 2021 Financing ”); and
a change of status report dated September 3, 2021 with respect to the Corporation ceasing to be a “venture issuer” for the purpose of National Instrument 51-102 – Continuous Disclosure Obligations following the listing of its Common Shares on the TSX at the opening of business on September 1, 2021 (the “ TSX Uplist ”).

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in the prospectus, including any annual information form, audited annual consolidated financial statements (together with the auditor’s report thereon), information circular, unaudited interim consolidated financial statements, management’s discussion and analysis, material change reports (excluding confidential material change reports) or business acquisition reports, as well as all prospectus supplements disclosing additional or updated information relating to the Offering, filed by the Corporation with securities commissions or similar authorities in the relevant provinces of Canada subsequent to the date of this prospectus supplement and prior to the termination of the Offering shall be deemed to be incorporated by reference in the prospectus. These documents are available through the internet on SEDAR at www.sedar.com.

Any statement contained in this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, shall be deemed to be modified or superseded for the purposes of the prospectus, as supplemented hereby to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference in the prospectus, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the prospectus.

MARKETING MATERIALS

Any “template version” of “marketing materials” (as those terms are defined under applicable Canadian securities laws) that are utilized in connection with the Offering will be filed on SEDAR at www.sedar.com. In the event that such marketing materials are filed after the date of this prospectus supplement and before termination of the Offering, such filed versions of the marketing materials will be deemed to be incorporated by reference into this prospectus supplement for the purposes of the Offering, except to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this prospectus supplement, or the prospectus or the documents incorporated or deemed to be incorporated therein.

SUMMARY DESCRIPTION OF THE BUSINESS OF CUBICFARMS

CubicFarms is a local chain agricultural technology company that provides unique automated on site commercial-scale food and livestock feed technologies. CubicFarms’ technologies convert wasteful long supply chain agriculture into local chains to improve independent access to quality food and maximize crop yield all while reducing the environmental cost of food and feed production. These technologies provide independent and efficient fresh produce and livestock feed supply for every city, community, government, and country, 365 days a year.

The Corporation operates two segments, which are its fresh division (the “ Fresh Division ”) and feed division (the “ Feed Division ”). The Fresh Division and Feed Division use two distinct technologies that address two distinct markets.

Fresh Division

The Corporation’s Fresh Division operates using the patented CubicFarm™ System, which contains CubicFarms’ patented technology for growing leafy greens and other crops (the “ CubicFarm System ”). It is a unique modular growing system which is the product of eight years of research by Dutch greenhouse growers, Jack and Leo Benne. Jack and Leo Benne were the majority shareholders of Bevo Agro Inc., one of the largest plant propagation businesses in North America. The CubicFarm System addresses two of the most difficult challenges in the vertical farming industry, being high electricity and labour costs, using unique undulating path technology. CubicFarms leverages its patented technology by operating its own research and development facility in Pitt Meadows, British Columbia, selling the CubicFarm System to farmers, licensing its technology and providing industry-leading vertical farming expertise to its customers.

Feed Division

The Corporation’s Feed Division operates using CubicFarms’ HydroGreen technology for growing nutritious livestock feed (the “ HydroGreen System ”). The HydroGreen System was invented by Dihl Grohs, a rancher with operations in South Dakota, Utah and Missouri. This system utilizes a unique process to sprout grains, such as barley and wheat, in a controlled environment with minimal use of land, labour and water. The HydroGreen System is fully automated and performs all growing functions including seeding, watering, lighting, harvesting, and re-seeding – all with the push of a button – to deliver nutritious livestock feed without the typical investment in fertilizer, chemicals, fuel, field equipment and transportation. The HydroGreen System not only provides superior nutritious feed to benefit the animal, but also enables significant environmental benefits to the farm.

Further details concerning the Corporation, including information with respect to the Corporation’s assets, operations and history, are provided in the AIF and in the other documents incorporated by reference into this prospectus supplement and the prospectus. Readers are encouraged to thoroughly review these documents as they contain important information about the Corporation.

RECENT DEVELOPMENTS

On January 19, 2021, CubicFarms announced the change of its financial year-end from June 30 to December 31 and the change of its auditor from MNP LLP to KPMG LLP.

On March 2, 2021, CubicFarms announced the appointment of Edoardo De Martin as its Chief Technology Officer.

On March 18, 2021, CubicFarms announced the appointment of a Scientific Advisory Board to guide and advise CubicFarms.

On March 19, 2021, CubicFarms announced that a scientific journal published a case study involving the technology of HydroGreen Inc. (“ HydroGreen ”), a wholly-owned subsidiary of CubicFarms, and found that the technology has green potential for reducing greenhouse gas emission in the animal agriculture industry.

On April 5, 2021, CubicFarms announced the April 2021 Private Placement.

On April 6, 2021, CubicFarms announced the appointment of Thomas Liston as Vice President of Corporate Development. On April 6, 2021, CubicFarms also announced an agreement with Burnett Land & Livestock Ltd., LLLP for the sale of 12 HydroGreen Grow System beta modules, daily feed production supply and collaboration on a research program and feed analysis with HydroGreen as well as the closing of the April 2021 Private Placement.

On April 20, 2021, CubicFarms announced that it had been awarded a Nexus Innovation Award for HydroGreen’s Vertical Pastures™ Grow System, an automated, on farm fresh livestock feed technology created by HydroGreen.

On April 23, 2021, CubicFarms announced the sale of 18 modules of the CubicFarm System at a sale price of USD$2.7M to BoomA Food Group in Australia.

On April 29, 2021, CubicFarms entered into an agreement with BDC Capital Inc. (“ BDC ”) to renegotiate the terms of the variable loan bonus terms pursuant to the secured loan provided to the Corporation by BDC (the “ BDC Financing ”).

On April 30, 2021, CubicFarms announced its financial results for the transition year ended December 31, 2020.

On May 3, 2021, CubicFarms announced a signed agreement with a third-party creditor with respect to the settlement of $200,000 of debt through the issuance of 128,205 Common Shares at a deemed price of $1.56 per Common Share.

On May 4, 2021, CubicFarms announced that it received an honorable mention in the Best World Changing Idea – North America category of the Fast Company’s 2021 World Changing Idea Awards.

On May 14, 2021, CubicFarms announced the appointment of Janet Wood to the Board and the resignation of John de Jonge from the Board.

On May 17, 2021, CubicFarms announced a $2,000,000 sale of 12 HydroGreen Systems to wholesale distributor Dihl Gros International.

On May 27, 2021, the Corporation announced the May 2021 Financing.

On May 31, 2021, the Corporation announced its first quarter financial and operating results for the three months ended March 31, 2021.

On June 3, 2021, the Corporation announced the closing of the May 2021 Financing.

On June 18, 2021, the Corporation announced the voting results from its AGM.

On August 18, 2021, the Corporation announced that it won the “Overall Indoor Farming Solution Provider of the Year” award in the 2021 AgTech Breakthrough Awards.

On August 30, 2021, the Corporation announced its second quarter financial and operating results for the three and six months ended June 30, 2021.

On August 31, 2021, the Corporation announced that it is using Microsoft Azure IoT as a key part of the Corporation’s enterprise level platform.

On September 1, 2021, the Corporation announced the TSX Uplist.

On September 1, 2021, the Corporation announced a project to deliver a new commercial scale FreshHub with 96 CubicFarm Systems modules.

On September 7, 2021, the Corporation announced that the Business Intelligence Group named the HydroGreen Grow System as “Sustainability Product of the Year” in the 2021 Sustainability Awards program.

On October 5, 2021, the Corporation announced the establishment of an Alberta Grow Centre by acquiring CubicFarms growing modules and assets worth $1,500,000 from Swiss Leaf Farms Ltd.

On October 5, 2021, the Corporation announced Total Dairy Solutions US, LLC and Settje Agri Services & Engineering Inc. as HydroGreen Certified dealers.

On October 18, 2021, the Corporation announced the appointment of Sandy Gerber as its Chief Marketing Officer.

On October 25, 2021, the Corporation announced Hansen Industries and Dihl Gros International as HydroGreen Certified dealers.

On November 15, 2021, the Corporation announced its third quarter financial and operating results for the three and nine months ended September 30, 2021.

DESCRIPTION OF SECURITIES

The Corporation has authorized share capital consisting of: (i) an unlimited number of Common Shares without par value or special rights or restrictions attached; (ii) an unlimited number of Class A Preferred Shares without par value and with certain rights and restrictions attached; and (iii) an unlimited number of Class B Preferred Shares without par value and with certain rights and restrictions attached. Certain rights of the holders of Class A Preferred Shares and Class B Preferred Shares rank ahead of or equally with Common Shares. See “ Description of Capital Structure ” in the AIF.

As of the date of this prospectus supplement, the Corporation has 162,093,404 fully paid and non-assessable Common Shares and no Class A Preferred Shares or Class B Preferred Shares issued and outstanding. There are no pre-emptive or conversion rights, and no provisions for redemption, retraction, purchase or cancellation, surrender, sinking fund or purchase fund. Provisions as to the creation, modification, amendment or variation of such rights or such provisions are contained in the Business Corporations Act (British Columbia) and the articles of the Corporation.

Each Common Share entitles the holder to receive notice of, to attend and to one vote per share at all meetings of shareholders of the Corporation. Holders of Common Shares have the right to receive any dividends if, as and when declared by the board of directors of the Corporation (the “ Board ”) as it may be comprised from time to time. Holders of Common Shares have the right to receive pro rata the property and assets of the Corporation remaining after payment of debts and other liabilities in the event of the liquidation, dissolution or winding up of the Corporation, in each case subject to the rights of holders of any other classes of shares of the Corporation ranking in priority to the holders of Common Shares.

CONSOLIDATED CAPITALIZATION

Other than as set forth herein under “ Recent Developments ” and “ Prior Sales ”, on a consolidated basis, since September 30, 2021, there have been no changes in the Corporation’s consolidated share or debt capital.

After giving effect to the Offering, the equity of CubicFarms will increase by the amount of the capital raised under the Offering and the number of issued and outstanding Common Shares will increase by such number issued under the Offering.

PRICE RANGE AND TRADING VOLUME OF SECURITIES

CubicFarms’ outstanding Common Shares are listed on the TSX under the symbol “CUB”. The following table sets forth information relating to the trading and quotation of the Common Shares on the TSX and the TSX Venture Exchange (the “ TSXV ”), for the months indicated.

Month November 1 – 18, 2021 October 2021 September 2021 Month August 2021 July 2021 June 2021 May, 2021 April 2021 March 2021 February 2021 January 2021 December 2020 November 2020	TSX High ($) Low($) 1.70 1.20 1.62 1.35 1.41 1.16 TSXV High ($) Low($) 1.39 1.03 1.50 1.33 1.50 1.31 1.58 1.32 1.82 1.40 1.48 1.15 1.59 0.91 1.05 0.91 1.06 0.89 1.09 0.63	Volume(#)
		2.324,368 2,503,800 1,855,440 Volume(#)
		5,696,980 1,201,607 1,607,791 2,234,305 3,798,101 2,592,880 6,237,458 3,114,358 4,254,897 1,692,154

PRIOR SALES

The following are the only sales of Common Shares, or securities that are convertible or exchangeable into Common Shares, within the 12 months prior to the date of this prospectus supplement:

Date of Issue October 31, 2021 September 30, 2021 August 12, 2021 June 30, 2021 June 3, 2021 May 25, 2021 May 3, 2021	Number of Securities 350,000 259,000 3,662,966 934,000 16,296,297 625,000 128,205	Type of Security Options exercisable for Common Shares Options exercisable for Common Shares Exercise of Warrants Options exercisable for Common Shares Common Shares Options exercisable for Common Shares Shares for Debt	Exercise/Purchase Price per Security ($)
			1.59 1.32 0.19 1.44 1.35 1.32 1.56

Date of Issue April 6, 2021 March 29, 2021 March 3, 2021 January 25, 2021 January 25, 2021 December 21, 2020 December 15, 2020	Number of Securities 1,464,622 250,000 500,000 50,000 500,000 18,000,077 225,000	Type of Security Common Shares Options exercisable for Common Shares Options exercisable for Common Shares Options exercisable for Common Shares Options exercisable for Common Shares Common Shares Common Shares	Exercise/Purchase Price per Security ($)
			1.29 1.29 1.06 0.78 0.90 0.90 0.78

PLAN OF DISTRIBUTION

Pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated effective November 19, 2021 between the Corporation and the Underwriters, the Corporation has agreed to issue and sell the Offered Shares to the Underwriters and the Underwriters have severally agreed and not jointly and severally agreed to purchase such Offered Shares at the Offering Price on the Closing Date, (subject to the termination rights described below) payable in cash to the Corporation against delivery, subject to compliance with all necessary legal requirements and the terms and conditions of the Underwriting Agreement. The Underwriting Agreement provides that the Corporation will pay the Underwriters the Underwriters’ Fee of 6.0% of the gross proceeds of the Offering (or $0.075 per Offered Share) for an aggregate Underwriters’ Fee payable by the Corporation of $1,200,000 (assuming no exercise of the Over-Allotment Option) in consideration for the services of the Underwriters in connection with the Offering , other than gross proceeds on any sales made to President’s List purchasers, on which a reduced fee of 3.0% of such proceeds (or $0.0375 per Offered Share) will be paid to the Underwriters. The President’s List may include purchasers of Offered Shares for aggregate gross proceeds of up to $1,000,000. The terms of the Offering, including the Offering Price, were determined by negotiation among the Corporation and the Joint Bookrunners, on behalf of the Underwriters.

The Corporation has granted to the Underwriters the Over-Allotment Option, exercisable from time to time, in whole or in part, upon written notice to the Corporation by the Joint Bookrunners, on behalf of the Underwriters for a period of 30 days following the Closing Date, enabling the Underwriters to purchase up to an additional 3,000,000 Common Shares at the Offering Price to cover over-allotments, if any, and for market stabilization purposes. In respect of the Over-Allotment Option, the Corporation will pay to the Underwriters a fee equal to 6.0% of the proceeds realized on the exercise of the Over-Allotment Option, or $0.075 per Common Share. If the Over-Allotment Option is exercised in full, the total Offering, the Underwriters’ Fee (assuming no sales to President’s List purchasers under the Offering) and the net proceeds to the Corporation (before deducting expenses of the Offering) will be approximately $23,000,000, $1,380,000 and $21,620,000, respectively. The prospectus qualifies the distribution of the Offered Shares (including the grant of the Over-Allotment Option and the distribution of any Common Shares issued upon exercise of the Over-Allotment Option). A purchaser who acquires Offered Shares forming part of the Underwriters’ over-allocation position acquires those Offered Shares under the prospectus regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The obligations of the Underwriters under the Underwriting Agreement are several (and not joint and several) and may be terminated at their discretion upon the occurrence of certain stated events. Such events include, but are not limited to: (a) any material change in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital of the Corporation or a change in any material fact or any new material fact, which in the opinion of an Underwriter, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Offered Shares; (b) any event, action, state, condition or major financial occurrence of national or international consequence, including by way of COVID-19 to the extent that there are material adverse impacts related thereto after the date of the Underwriting Agreement, or any new law or regulation or a change thereof which, in the opinion of an Underwriter, acting reasonably, seriously adversely affects, or involves, or is reasonably expected to seriously adversely affect, or involve, financial markets in Canada or the United States generally or the business, operations or affairs of the Corporation; or (c) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) or any order or ruling is issued under or pursuant to any statute of Canada or the United States or of any province or territory of Canada, or state of the United States (including, without limitation, the Canadian securities commissions or the TSX), which in the reasonable opinion of an Underwriter would be expected to operate to prevent or restrict trading in the Corporation’s securities or distribution of the Offered Shares or seriously adversely affects or will seriously adversely affect the financial markets or the business, operations or affairs of the Corporation.

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If one or more of the Underwriters fails to purchase its allotment of the Offered Shares that it has agreed to purchase pursuant to the Underwriting Agreement (a “ Defaulting Underwriter ”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares, the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to its respective percentage pursuant to the Underwriting Agreement, all but not less than all of the Offered Shares not purchased by such Defaulting Underwriter, and to receive such Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof. If the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters may, but will not be obligated to, purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter. The Underwriter exercising such right will purchase such Offered Shares, if applicable, pro rata to its respective percentage pursuant to the Underwriting Agreement or in such other proportions as the Defaulting Underwriter may otherwise agree. In the event that such right is not exercised, the non-Defaulting Underwriters shall be relieved of all obligations to the Corporation arising from such default. The Underwriting Agreement also provides that the Corporation will indemnify the Underwriters and their directors, officers, agents, shareholders and employees against certain liabilities and expenses.

It is expected that the Closing Date will occur on or about November 24, 2021, or such earlier or later date as the Corporation and Underwriters may agree.

The Corporation has been advised by the Underwriters that, in connection with the Offering, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued by the Underwriters at any time.

The Underwriters propose to offer the Offered Shares initially at the Offering Price specified herein. After a reasonable effort has been made to sell all of the Offered Shares at the price specified, the Underwriters may subsequently reduce the selling prices to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by the Corporation or the fees payable by the Corporation to the Underwriters in connection with the Offering. The compensation realized by the Underwriters in the event of such reduction will be decreased by the amount that the aggregate price paid by purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Corporation.

The Common Shares are currently listed on the TSX under the symbol “CUB”. The Corporation has applied to list the Offered Shares (including the Offered Shares issuable upon the exercise of the Over-Allotment) on the TSX. Closing of the Offering is conditional on the Offered Shares being conditionally approved for listing on the TSX.

Pursuant to the terms of the Underwriting Agreement, the Corporation will not without the prior written consent of the Joint Bookrunners (not to be unreasonably withheld) on behalf of the Underwriters, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 90 days following the Closing Date, except, as applicable in the case of the Corporation or the applicable person, in conjunction with: (i) the grant of stock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided that the exercise price thereof shall not be less than the Offering Price; (ii) the exercise of outstanding stock options and warrants; (iii) the issuance of securities by the Corporation in connection with acquisitions in the normal course of business; or (iv) pursuant to obligations in respect of existing agreements.

Pursuant to the terms of the Underwriting Agreement, the Corporation’s directors and officers will enter into lock-up agreements evidencing their agreement to not, without the consent of the Joint Bookrunners, which consent shall not be unreasonably withheld or delayed, offer, transfer, pledge, assign or otherwise dispose of any securities of the Corporation owned, directly or indirectly, by them or agree to or announce any such offer, transfer, pledge, assignment or other disposal for a period of 90 days following the Closing Date, other than (i) selling securities in connection with the exercise of options; and (ii) in order to accept a bona fide take-over bid made to all securityholders of the Corporation or similar business combination.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except in certain limited circumstances: (a) the Offered Shares will be registered and represented electronically through the non-certificated inventory of CDS or its nominee pursuant to the bookbased system administered by CDS; (b) certificates evidencing the Offered Shares will not be issued to purchasers; and (c) purchasers will receive only a customer confirmation from the Underwriter or other registered dealer who is a Participant and from or through whom a beneficial interest in the Offered Shares are purchased.

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Beneficial interests in Offered Shares may be represented solely through a non-certificated position which will be evidenced by customer confirmations of purchase from the registered dealer from which the Common Shares are purchased in accordance with the practices and procedures of that registered dealer. In addition, registration of interests in and transfers of Offered Shares will be made only through the depository service of CDS. Beneficial owners of Offered Shares should be aware that they (subject to the situations described below): (a) may not have Offered Shares registered in their name; (b) will not have physical certificates representing their interest in the Offered Shares; (c) may not be able to sell the Offered Shares to institutions required by law to hold physical certificates for securities they own; and (d) may be unable to pledge Offered Shares as security. Beneficial owners of Offered Shares will receive a physical share certificate only if required to do so by applicable law; or CDS advises the Corporation’s transfer agent that CDS is no longer willing or able to properly discharge its responsibilities as depository with respect to the Offered Shares and the Corporation is unable to locate a qualified successor.

Neither the Corporation nor any of the Underwriters will assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the Common Shares held by CDS or any payments relating thereto; (b) maintaining, supervising or reviewing any records relating to the Common Shares; or (c) any advice or representation made by or with respect to CDS and contained in this short form prospectus and relating to the rules governing CDS or any action to be taken by CDS or at the direction of a Participant. The rules governing CDS provide that it acts as the agent and depository for the Participants. As a result, Participants must look solely to CDS and beneficial owners of Common Shares must look solely to Participants for any payments relating to the Common Shares paid by or on the Corporation’s behalf to CDS.

The Offered Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriting Agreement permits the Underwriters, through their United States registered broker-dealer affiliates, to offer and sell the Offered Shares in the United States to “qualified institutional buyers” (as such term is defined in Rule 144A under the U.S. Securities Act) in transactions in accordance with Rule 144A under the U.S. Securities Act and exemptions under applicable state securities laws. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Offered Shares outside the United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act. Neither this prospectus supplement, nor the prospectus and the documents incorporated or deemed to be incorporated by reference therein, constitutes an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Common Shares offered under this short form prospectus within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act.

Arctic Securities LLC acted as Global Advisor of the Corporation in connection with the Offering.

USE OF PROCEEDS

The net proceeds to the Corporation from the Offering (assuming no exercise of the Over-Allotment Option and no sales to “President’s List” purchasers under the Offering) are estimated to be $18,550,000 after deducting the Underwriters’ Fee of $1,200,000 and the estimated expenses of the Offering of $250,000 (excluding taxes). In the event that the Over-Allotment Option is exercised in full, the net proceeds to the Corporation are estimated to be $21,370,000 after deducting the Underwriters’ Fee of $1,380,000 (assuming no sales to “President’s List” purchasers under the Offering) and the estimated expenses of the Offering of $250,000 (excluding taxes). See “ Plan of Distribution ”.

The net proceeds of the Offering are intended to be used as follows:

Use of Proceeds Sales and Marketing Research and Development Working Capital and Other General Corporate Purposes Total Use of Proceeds	Approximate Amount Assuming no exercise of Over-Allotment Option $7,420,000 $9,275,000 $1,855,000 $18,550,000	Approximate Amount Assuming full exercise of Over-Allotment Option
		$8,548,000 $10,685,000 $2,137,000 $21,370,000

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The business objectives that CubicFarms expects to accomplish using the net proceeds of the Offering, together with existing cash and cash equivalents, are increased sales to new and existing customers, in addition to expansion into new markets. In order to achieve its business objectives, the Corporation believes that it must continue developing its business as described in the AIF, including under “ Description of the Business – Milestones and Success ” therein.

The major components of the research and development work expected to be funded by the net proceeds of the Offering will be focused on improved automation, mechanization and efficiency of the Corporation’s products, as well as increased crop varieties available to CubicFarms’ customers and the development of new products (collectively, the “ Product Improvements ”). The Product Improvements are at a preliminary stage and, accordingly, the costs and timing of the Product Improvements reaching commercial production cannot be estimated as at the date of this prospectus supplement. The Corporation conducts its research and development using primarily its own full-time staff.

Management of the Corporation will retain broad discretion in allocating the net proceeds of the Offering and the Corporation’s actual use of the net proceeds will vary depending on the availability and suitability of investment opportunities and its operating and capital needs from time to time. All expenses relating to the Offering and any compensation paid to Underwriters will be paid out of the proceeds of the Offering. See “ Risk Factors – Discretion to Use Capital Resources Other Than as Specified in this Prospectus Supplement ”.

The Corporation’s intended use of proceeds accounts for the impacts and effects of COVID-19 that are currently known. Future developments, which the Corporation cannot currently predict, may require the Corporation to adjust, delay or postpone, either temporarily or permanently, any intended use of proceeds. New or revised directives of various levels of the Canadian and international governments and public health authorities in such jurisdictions, the status of labour or equipment availability and the ability to staff facilities, are all factors that could have an adverse impact on the Corporation’s plans. See “ Risk Factors – Risks Arising from the Current COVID-19 Pandemic ”.

On May 13, 2020, the Corporation completed a private placement whereby the Corporation issued and sold 21,739,130 Common Shares to Ospraie Ag Science, LLC at a price of $0.23 per share for aggregate consideration of $5,000,000 (the “ Ospraie Financing ”). On July 23, 2020, the Corporation completed a private placement pursuant to which it issued and sold an aggregate of 1,659,600 Common Shares to certain subscribers at a price of $0.70 per share for aggregate consideration of $1,161,720 (the “ Private Placement ”). On August 28, 2020, the Corporation completed the BDC Financing. On December 15, 2020, the Corporation closed its previously announced non-brokered private placement for gross proceeds of $175,500. On December 21, 2020, the Corporation closed the December 2020 Financing. On June 3, 2021 the Corporation closed the May 2021 Financing (together with the April 2021 Private Placement, Ospraie Financing, the Private Placement and the BDC Financing, the “ Financings ”). As at the date of this prospectus supplement, there has not been any material variance between the Corporation’s actual use of proceeds from the Financings and the previously disclosed use thereof, being research and development to expand machine capabilities and crop varieties, sales and marketing and working capital.

The Corporation has had a history of losses and had negative operating cash flow for its most recent interim financial period ended September 30, 2021 and the transition year ended December 31, 2020. Management expects that the Corporation’s existing cash and cash equivalents balance will be adequate to meet the Corporation’s expansion of facilities and operational activities in the near term. However, the Corporation may seek additional financings through the issuance of debt or equity to support further expansion and research and development activities and seek additional non-dilutive government grants and subsidies that are available. The Corporation may, however, be required to use some or all of the net proceeds from the Offering to fund its cash working capital requirements and negative cash flows. See “ Risk Factors – Negative Cash Flow from Operations ”.

INTEREST OF EXPERTS

Certain legal matters relating to the Offering will be passed upon, on behalf of the Corporation by Fasken Martineau DuMoulin LLP, and on behalf of the Underwriters by Blake, Cassels & Graydon LLP, with respect to matters of Canadian law.

As at the date hereof, the partners and associates of Fasken Martineau DuMoulin LLP, as a group, and the partners and associates of Blake, Cassels & Graydon LLP, as a group, each own less than 1% of the outstanding securities of the Corporation.

KPMG LLP, Chartered Professional Accountants, are the auditors of CubicFarms commencing for the transition year (six months) ended December 31, 2020, and have confirmed with respect to CubicFarms that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

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MNP LLP, Chartered Professional Accountants, were the independent auditors of CubicFarms for the years ended June 30, 2020 and June 30, 2019, on which they reported they were independent of the Corporation within the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation and regulations.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

The Corporation’s auditor is KPMG LLP, located at PO Box 10426 777 Dunsmuir Street, Vancouver, British Columbia V7Y 1K3.

Transfer Agents, Registrars or Other Agents

Computershare Investor Services Inc., at its principal offices in Vancouver, British Columbia, is the transfer agent and registrar for the Common Shares.

RISK FACTORS

Risk factors relating to the Corporation’s business are discussed in the AIF and certain other documents incorporated by reference or deemed to be incorporated by reference in this prospectus supplement and the prospectus, which risk factors are incorporated by reference in this prospectus supplement.

An investment in the Common Shares offered hereby involves a high degree of risk and should be regarded as speculative due to the nature of CubicFarms’ business. Information regarding the risks affecting CubicFarms and its business is provided in the documents incorporated by reference in this prospectus supplement and in the prospectus, including in the AIF under the heading “ Risk Factors ”. See “ Documents Incorporated by Reference ”. In addition, prospective purchasers should carefully consider, in light of their own financial circumstances, the risk factors set out below which relate to the Corporation and an investment in its securities, as well as the other information contained in the prospectus and the documents incorporated or deemed to be incorporated by reference therein and in all subsequently filed documents incorporated by reference herein and therein, before making an investment decision.

The risks described in this this prospectus supplement, and the prospectus and the documents incorporated or deemed to be incorporated therein, are not the only risks facing the Corporation. Prospective purchasers of Offered Shares should consider carefully such risk factors, as well as the other information contained herein and therein before purchasing Offered Shares. If any event arising from these risks occurs, the Corporation’s business, prospects, financial condition, results of operations or cash flows, or your investment in the Offered Shares could be materially adversely affected. Purchasers could lose all or part of their investment in the Offered Shares.

Risks Arising from the Current COVID-19 Pandemic

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19 (coronavirus), may adversely affect the Corporation. The Corporation’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. In December 2019, COVID19, a novel strain of coronavirus, was reported to have surfaced in Wuhan, China. On January 30, 2020, the WHO declared the outbreak a global health emergency and on March 11, 2020, the WHO expanded its classification of COVID-19 to a worldwide pandemic and federal, provincial and municipal governments in Canada have enacted measures to combat the spread of COVID-19.

The Corporation expects to experience some short to medium term negative impacts from the COVID-19 outbreak; the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, increased suppliers’ operations and its customers’ operations inquiries, mandated social distancing, isolation and/or quarantines, impacts of declared states of emergency, public health emergency and similar declarations and could include other increased government regulations, a material reduction in demand for the Corporation’s products and services, reduced sales, higher costs for new capital, licencing and permitting delays, increased operating expenses, delayed performance of contractual obligations, and potential supply shortages, all of which are expected to negatively impact the business, financial condition and results of operations of the Corporation and thus may impact the ability of the Corporation to comply with financial covenants, and its ability satisfy its obligations to its lenders and other parties, which in turn may adversely impact, among other things, the ability of the Corporation to access debt or equity capital on acceptable terms or at all.

The risks to the Corporation of such public health crises also include risks to employee health and safety and a slowdown or temporary suspension of operations in the Corporation’s facilities. Should an employee or visitor in any of the Corporation’s

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facilities become infected with a serious illness that has the potential to spread rapidly, this could place the Corporation’s workforce at risk. The 2020 outbreak of COVID-19 is one example of such an illness. The Corporation takes every precaution to strictly follow industrial hygiene and occupational health guidelines and applicable health authority recommendations.

Price Volatility of Common Shares

The market price of the Common Shares has in the past been, and may in the future be, subject to large fluctuations which may result in losses for investors. The market price of the Common Shares may increase or decrease in response to a number of events and factors, including:

CubicFarms’ operating performance and the performance of competitors and other similar entities;
the public’s reaction to CubicFarms’ press releases, other public announcements and filings with the various securities regulatory authorities;
changes in earnings estimates or recommendations by research analysts who track CubicFarms’ securities;
the operating and share price performance of other entities that investors may deem comparable;
changes in general economic and/or political conditions;
the arrival or departure of key personnel; and
acquisitions, strategic alliances or joint ventures involving CubicFarms or its competitors.

In addition, the market price of the Common Shares is affected by many variables not directly related to the success of CubicFarms and not within CubicFarms’ control, including other developments that affect the market for all industrial sector securities or the equity markets generally, the breadth of the public market for the Common Shares, and the attractiveness of alternative investments. These variables may adversely affect the prices of the Common Shares regardless of CubicFarms’ operating performance.

Negative Cash Flow from Operations

The Corporation had negative operating cash flows for the transition year ended December 31, 2020. Although the Corporation anticipates it will have positive cash flow from operating activities in future periods, the Corporation cannot guarantee it will have a cash flow positive status in the future. To the extent that the Corporation has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities. The Corporation may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, the Corporation expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Corporation’s revenues do not increase to offset its costs and operating expenses or if the Corporation is unable to raise financing to fund capital or operating expenditures or acquisitions, it could limit its growth and may have a material adverse effect upon the Corporation’s business, financial condition, cash flows, results of operations or prospects.

Discretion to Use Capital Resources Other Than as Specified in this Prospectus Supplement

CubicFarms currently intends to use the net proceeds of the Offering and CubicFarms’ working capital, together with future cash flows from operations and borrowings, if required, to accomplish the business objectives set out under “ Use of Proceeds ” and in the prospectus and the documents incorporated by reference therein. However, the Board and/or management will have discretion in the actual application of CubicFarms’ capital resources and may elect to allocate proceeds differently from that described under “ Use of Proceeds ” if they believe it would be in CubicFarms’ best interests to do so. Shareholders may not agree with the manner in which the Board and/or management choose to allocate and spend CubicFarms’ capital resources. The failure by the Board and/or management to apply CubicFarms’ capital resources effectively could have a material adverse effect on the development of CubicFarms’ projects and CubicFarms’ business, financial condition, results of operations or cash flows.

The Corporation’s Success Will Depend on Making Significant Capital Investments

The Corporation has made and expects to make in the future substantial capital investments in its business and operations. Historically, the Corporation has financed capital investments primarily with the issuance of equity and debt securities and borrowings under various lending arrangements. The Corporation intends to finance its future capital investments primarily through future cash flows from operations, through borrowings under various lending arrangements, the proceeds from the

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Offering and the global capital markets; however these sources may not be sufficient to fund the Corporation’s business objectives set out under “ Use of Proceeds ” and in the prospectus and the documents incorporated by reference therein.

The Corporation may not have sufficient capital resources to undertake its future capital investments in its business and operations. As such, the Corporation may require additional financing that cannot be satisfied from future cash flows from operations. There is a risk that if the economy and banking industry experiences unexpected and/or prolonged deterioration, the Corporation’s access to additional financing may be affected. Because of global economic volatility, the Corporation may from time to time have restricted access to capital and increased borrowing costs. Failure to obtain such additional financing on a timely basis could cause the Corporation to miss certain acquisition opportunities and reduce or terminate its operations. If the Corporation’s revenues decrease as a result of lower sales, operating difficulties or otherwise, it will affect the Corporation’s ability to obtain the necessary capital to fund the Corporation’s plans set out under “ Use of Proceeds ” and in the prospectus and the documents incorporated by reference therein. To the extent that external sources of capital become limited, unavailable, or available only on onerous terms, the Corporation’s ability to make capital investments and maintain existing assets may be impaired, and its assets, liabilities, business, financial condition and results of operations may be materially and adversely affected as a result. Additionally, there can be no assurance that additional debt or equity financing will be available to meet these requirements on favourable terms or at all and any equity financing may result in a change of control of the Corporation.

Future Sales or Issuances of Securities of CubicFarms

The Corporation may issue additional securities to finance future activities outside of the Offering. The Corporation cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the expectation that such sales could occur, may adversely affect prevailing market prices of the Common Shares. In connection with any issuance of Common Shares, investors will suffer dilution to their voting power and CubicFarms may experience dilution in its earnings per share.

Payment of Future Dividends

The declaration and future payment of dividends is at the sole discretion of the Board, and is subject to and dependent upon, among other things, the financial condition of, and outlook for CubicFarms, general business conditions, satisfaction of all applicable legal and regulatory restrictions regarding the payment of dividends by CubicFarms and CubicFarms’ cash flow and financing needs. To date, CubicFarms has not paid any dividends on its Common Shares and it is unlikely it will do so in the foreseeable future.

Operational Dependence

The successful operation of CubicFarms is dependent on third parties. Loss of any third party suppliers, manufacturers and contractors may have a material adverse effect on CubicFarms’ business, financial condition, results of operations and prospects. In addition, any significant interruption, negative change in the availability or economics of the supply chain or increase in the prices for the products or services provided by any such third party suppliers, manufacturers and contractors could materially impact CubicFarms’ business, financial condition, results of operations and prospects. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on CubicFarms’ business, financial condition, results of operations and prospects.

Third Party Transportation

In order for customers of CubicFarms to receive their product, CubicFarms must rely on third party transportation services. This can cause logistical problems with and delays in customers obtaining their orders and cannot be directly controlled by CubicFarms. Any delay by third party transportation services may adversely affect CubicFarms’ financial performance.

Inability to Enforce Judgments Against Foreign Persons

Certain of the directors of the Corporation reside outside of Canada. Although such persons have appointed the Corporation as their agents for service of process in Canada, it may not be possible for investors to enforce judgments obtained in Canada against such persons. See “ Enforcement of Judgments Against Foreign Persons or Corporations ”.

ELIGIBILITY FOR INVESTMENT

In the opinion of Fasken Martineau DuMoulin LLP, counsel to the Corporation, and Blake, Cassels & Graydon LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”) and the regulations

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thereunder, in force as of the date hereof, the Offered Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act for trusts governed by a “registered retirement savings plan” (“ RRSP ”), “registered retirement income fund” (“ RRIF ”), “registered education savings plan” (“ RESP ”), “registered disability savings plan” (“ RDSP ”), “deferred profit sharing plan” and “tax-free savings account” (“ TFSA ”), as those terms are defined in the Tax Act (collectively referred to as “ Registered Plans ”), provided that the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX).

Notwithstanding that the Offered Shares may be a qualified investment for an RRSP, RRIF, RESP, RDSP or TFSA as discussed above, if the Offered Shares are a “prohibited investment” for the purposes of the Tax Act, the particular Registered Plan, the holder of a RDSP or TFSA, the subscriber of a RESP or the annuitant under an RRSP or RRIF which holds such Offered Shares will be subject to penalty taxes as set out in the Tax Act. The Offered Shares will be a prohibited investment for a RRSP, RRIF, RESP, RDSP or TFSA if the holder, subscriber or annuitant, as the case may be, does not deal at arm’s length with the Corporation for the purposes of the Tax Act or has a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Corporation. However, the Offered Shares will not be a “prohibited investment” if such securities are “excluded property” (as defined in the Tax Act for purposes of the prohibited investment rules) for trusts governed by such RRSP, RRIF, RESP, RDSP or TFSA.

Prospective investors who intend to hold Offered Shares in an RRSP, RRIF, RESP, RDSP or a TFSA should consult their own tax advisors as to whether such securities will be prohibited investments in their particular circumstances.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR CORPORATIONS

Mr. Christopher Pashalis Papouras, a director of the Corporation, resides outside of Canada and has appointed CubicFarm Systems Corp. at #353-19951 80A Avenue, Langley, British Columbia V2Y 0E2 as his agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province.

The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

C-1

CERTIFICATE OF THE CORPORATION

Dated: November 19, 2021

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, other than the Province of Québec.

(signed) “ David Dinesen ” Chief Executive Officer

(signed) “ Tim Fernback ” Chief Financial Officer

On behalf of the Board of Directors

(signed) “ Daniel Burns ” Director

(signed) “ Leo Benne ” Director

C-2

CERTIFICATE OF THE UNDERWRITERS

Dated: November 19, 2021

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada, other than the Province of Québec.

RAYMOND JAMES LTD.

STIFEL NICOLAUS CANADA INC.

(signed) “ Russell Green ” Managing Director

(signed) “ Alex Lane ” Director, Origination

CANACCORD GENUITY CORP.

ECHELON WEALTH PARTNERS INC.

(signed) “ Jamie Brown ” Managing Director, Head of Investment Banking – Western Canada

(signed) “ Asad Said ” Managing Director, Co-Head of Capital Markets

AI assistant

CubicFarm Systems Corp. — Capital/Financing Update 2021

47769_rns_2021-11-19_6b784e71-b558-4c0c-9b3f-d0c5a5c475a8.pdf

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

New Issue

November 19, 2021

PROSPECTUS SUPPLEMENT

TO THE AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS DATED OCTOBER 13, 2021

CUBICFARM SYSTEMS CORP. $20,000,000

16,000,000 COMMON SHARES

Price: $1.25 per Common Share

Notes:

TABLE OF CONTENTS

NOTICE TO READERS

GENERAL MATTERS

NON-IFRS MEASURES

THIRD PARTY INFORMATION

FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

SUMMARY DESCRIPTION OF THE BUSINESS OF CUBICFARMS

Fresh Division

Feed Division

RECENT DEVELOPMENTS

DESCRIPTION OF SECURITIES

CONSOLIDATED CAPITALIZATION

PRICE RANGE AND TRADING VOLUME OF SECURITIES

PRIOR SALES

PLAN OF DISTRIBUTION

USE OF PROCEEDS

INTEREST OF EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

Transfer Agents, Registrars or Other Agents

RISK FACTORS

Risks Arising from the Current COVID-19 Pandemic

Price Volatility of Common Shares

Negative Cash Flow from Operations

Discretion to Use Capital Resources Other Than as Specified in this Prospectus Supplement

The Corporation’s Success Will Depend on Making Significant Capital Investments

Future Sales or Issuances of Securities of CubicFarms

Payment of Future Dividends

Operational Dependence

Third Party Transportation

Inability to Enforce Judgments Against Foreign Persons

ELIGIBILITY FOR INVESTMENT

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR CORPORATIONS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

Dated: November 19, 2021

CERTIFICATE OF THE UNDERWRITERS

RAYMOND JAMES LTD.

STIFEL NICOLAUS CANADA INC.

CANACCORD GENUITY CORP.

ECHELON WEALTH PARTNERS INC.

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CubicFarm Systems Corp. Capital/Financing Update 2021