CubicFarm Systems Corp. Announces Insider Participation in Offering

Vancouver, British Columbia--(Newsfile Corp. - March 13, 2023) - CubicFarm® Systems Corp. (TSX: CUB) ("CubicFarms" or the "Company"), a leading local chain agricultural technology company, today announced that, further to the announcement of the offering of units of the Company on March 9, 2023 (the "Offering") in which the Company stated that it expected no insider participation, Jerry Li, President of CubicFarm Systems (Shanghai) Corp., a wholly owned subsidiary of the Company, intends to subscribe for 5,000,000 units of the Company (each, a "Unit") for total consideration of $250,000.00. Each Unit will consist of one common share (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrants"), entitling the holder thereof to acquire one Common Share of the Company at an exercise price of C$0.10 per Common Share for a period of 36 months from the closing date of the Offering. Accordingly, Mr. Li is expected to receive 5,000,000 of Common Shares and 5,000,000 of Warrants, representing a total of 10,000,000 Common Shares issuable to Mr. Li, which is approximately 4.8% of the currently issued and outstanding Shares of the Company.

The participation of Mr. Li constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the Toronto Stock Exchange (the "TSX"). This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued nor the consideration paid by such person exceeds 25.0% of the Company's market capitalization.

The Company will not file a material change report related to Mr. Li's participation in the Offering more than 21 days before the expected closing of the Offering as required by MI 61-101 as the Company requires the consideration it will receive in connection with the Offering immediately for working capital purposes.

The Offering remains subject to approval by the TSX.

About HydroGreen

HydroGreen's Automated Vertical Pastures™ technology utilizes a unique process to sprout grains, such as barley and wheat, in a controlled environment with minimal use of land, labour and water. HydroGreen's fully automated indoor growing technology performs all growing functions including seeding, watering, lighting, harvesting, and re-seeding-all with the push of a button-to deliver nutritious fresh forage for livestock without the typical investment in fertilizer, chemicals, fuel, field equipment, and transportation. Automated Vertical Pastures™ not only provide superior nutritious feed to benefit the animal but also enable significant environmental benefits to the farm.

About CubicFarms

CubicFarms is a leading local chain agricultural technology company developing and deploying technology to feed a changing world. Its proprietary ag-tech solutions enable growers to produce high quality, predictable produce and fresh livestock feed with HydroGreen Nutrition Technology, a division of CubicFarm Systems Corp. The CubicFarms™ system contains patented technology for growing leafy greens and other crops onsite, indoors, all year round. CubicFarms provides an efficient, localized food supply solution that benefits our people, planet, and economy.

For more information, please visit www.cubicfarms.com.

Contact info@cubicfarms.com for media or investors@cubicfarms.com for investor inquiries.

Forward looking and other cautionary statements

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws, including, without limitation, statements with respect to: the Offering; the size of the Offering; the use of proceeds from the Offering; insider participation in the Offering; the ability of the Company to close the Offering; and the approval by the TSX of the Offering. Such statements involve known and unknown risks, uncertainties, and other factors and assumptions which may cause the actual results, performance, or achievements of CubicFarm Systems Corp., or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information including, without limitation, the risk of the Company not obtaining the approval of the Offering from the TSX or acceptance of the financial hardship exemption application by the TSX, risks relating to the outcome of the delisting review process and the Company's pursue of an alternative listing on the TSX Venture Exchange; risks that the Company may not be able to remedy its financial difficulties or it may not do it in the expected timeline, risks relating to the Company's ability to raise additional funding; risks relating to the Company's ongoing or future litigation; the Company's ability to establish, maintain and defend intellectual property rights in the Company's products; risks associated with product liability claims, insurance and recalls; risks associated with the Company's manufacturing operations; risks relating to the manufacturing capacity of third-party manufacturers for the Company's products, including risks of supply interruptions impacting the Company's ability to manufacture its own products and the other factors disclosed under "Risk Factors" in the Company's annual information form for the year ended December 31, 2021, and those risks described in other documents incorporated or deemed to be incorporated by reference in the prospectus. Such statements can be identified by the use of words such as "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict", and other similar terminology, or state that certain actions, events, or results "may", "can", "could", "would", "might", or "will" be taken, occur, or be achieved.

These statements reflect the Company's current expectations regarding future events, performance, and results and speak only as of the date of this news release. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except as required by securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if the Company's expectations regarding future events, performance, or results change.

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