Rubicon Organics Announces Closing of Private Placement Offering under the Listed Issuer Financing Exemption

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, May 07, 2025 (GLOBE NEWSWIRE) -- Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”), a licensed producer focused on cultivating and selling organic certified and premium cannabis products, is pleased to announce it has closed its previously announced non-brokered private placement offering under the listed issuer financing exemption (the “Exemption”) under Part 5A of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) of 10,227,265 units of the Company (each, a “Unit”) at a price of $0.44 per Unit for aggregate gross proceeds of approximately $4,500,000 (the “Offering”).

Each Unit shall consist of one common share in the authorized share structure of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.70 for a period of 24 months following the closing date of the Offering, provided that if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $1.00 at the close of any trading day for a period of 20 consecutive trading days following the date of issuance, the expiry date of the Warrants may be accelerated by the Company to a date that is not less than 30 days after the date that notice of such acceleration is provided to the holders of the Warrants by way of a press release (the “Accelerated Expiry Date”). All Warrants that remain unexercised following the Accelerated Expiry Date shall immediately expire and all rights of holders of such Warrants shall be terminated without any compensation to such holder.

In connection with the closing of the Offering, the Company paid finders’ fees to eligible finders in the aggregate amount of approximately $100,467 and issued 228,335 finder warrants (the “Finder Warrants”). Each Finder Warrant is exercisable into one-half of one Common Share at a price of $0.70 for a period of 24 months following the closing date of the Offering, subject to the Accelerated Expiry Date. The Finder Warrants are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

All of the Units were issued pursuant to the Exemption and accordingly, the Units are not subject to a hold period in accordance with applicable Canadian securities laws.

All of the members of the Board of Directors of the Company (the “Board”) subscribed for an aggregate of 3,410,545 Units, representing aggregate gross proceeds of approximately $1,500,639. The participation by each of the members of the Board in the Offering may be considered a related party transaction as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a), as each Board member’s participation in the Offering does not exceed 25% of the Company’s market capitalization (as determined in accordance with MI 61-101). The Company did not file a material change report 21 days prior to the expected closing date of the Offering as closing occurred on an expedited basis.

As disclosed in the amended and restated offering document (the “Offering Document”) related to the Offering, the Company intends to use the net proceeds from the Offering for the start-up and acquisition costs of the facility in Hope, B.C. (the “Hope Facility”), pre-roll automation and other capital investments and general working capital purposes. Net proceeds of the Offering after payment for the start-up costs of the Hope Facility may be used on other purposes and in the event that the acquisition of the Hope Facility does not occur, the net proceeds of the Offering may be used for funding other projects, for working capital purposes and/or to finance any future facility acquisitions.

In accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Jesse McConnell will file an early warning report (the “Early Warning Report”) regarding the change in his respective ownership and control of securities of the Company.

Immediately prior to the completion of the Offering, Mr. McConnell directly or indirectly owned or exercised control or direction over 11,995,118 Common Shares, 325,000 stock options (“Options”), 450,000 restricted share units (“RSUs”), 140,459 deferred share units (“DSUs”), representing 21.13% of the undiluted Common Shares outstanding and a partially diluted ownership interest of 22.39%. After the completion of the Offering, Mr. McConnell now owns, directly or indirectly, or exercises control or direction over, 12,745,118 Common Shares, 325,000 Options, 450,000 RSUs, 140,459 DSUs and 250,000 Warrants. The 12,745,118 Common Shares represent approximately 18.65% of the undiluted Common Shares outstanding and a partially diluted ownership interest of 20.05%.

The securities acquired under the Offering are being acquired by Mr. McConnell for investment purposes. In the future, Mr. McConnell may acquire or dispose of securities of the Company depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws.

A copy of the Early Warning Report filed by Mr. McConnell in connection with the Offering will be available under the Company's profile on SEDAR+ at .

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any securities laws of any state of the United States (as defined in Regulation S under the U.S. Securities Act), and may not be offered or sold in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements under the U.S. Securities Act and applicable securities laws of any state of the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT RUBICON ORGANICS INC.

Rubicon Organics Inc. is a global brand leader in premium organic cannabis products. The Company is vertically integrated through its wholly owned subsidiary Rubicon Holdings Corp, a licensed producer. Rubicon Organics is focused on achieving industry leading profitability through its premium cannabis flower, product innovation and brand portfolio management, including three flagship brands: its super-premium brand Simply Bare™ Organic, its premium brand 1964 Supply Co™, and its cannabis wellness brand Wildflower™ in addition to the Company’s mainstream brand Homestead Cannabis Supply™.

The Company ensures the quality of its supply chain by cultivating, processing, branding and selling organic certified, sustainably produced, super-premium cannabis products from its state-of-the-art glass roofed facility located in Delta, BC, Canada.

CONTACT INFORMATION

Rubicon Organics Inc.

Margaret Brodie, CEO

Phone: +1 (437) 929-1964

Email:

505-744 West Hastings Street

Vancouver, BC        V6C 1A5

Jesse McConnell

505-744 West Hastings Street

Vancouver, BC        V6C 1A5

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

Cautionary Statement Regarding Forward Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, statements regarding Rubicon Organics’ goal of achieving industry leading profitability are “forward-looking statements”. Forward-looking information can be identified by the use of words such as “will” or variations of such word or statements that certain actions, events or results “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. The forward-looking information in this press release is based on certain assumptions that management considers reasonable under the circumstances, including the expected use of proceeds of the Offering and the expected reliance on the applicable exemptions in MI 61-101. These assumptions include that the Company will use the proceeds of the Offering as anticipated. These statements are based on current expectations, estimates, and projections about the Company’s business and the industry in which it operates. Risks and uncertainties associated with the forward-looking information in this press release include, among others, risks related to the Offering, including that the Company does not use the proceeds from the Offering as anticipated, risks related to regulatory approvals, changes in market conditions, competition, supply chain disruptions, the Company's ability to maintain certification standards, and the successful implementation of its business strategy. 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.