Increased Financing to Support Expansion

Rubicon Organics Inc., a Canadian licensed producer specializing in premium organic cannabis, has announced an increase in its previously announced non-brokered private placement. Citing robust market demand, the company has expanded the offering from $3 million to $4.5 million. This strategic move aims to bolster the company’s growth initiatives and support key operational developments.

The private placement, conducted under the “issuer exemption” according to Part 5A of Regulation 45-106, will involve the issuance of up to 10,227,272 units at a price of $0.44 per unit. Each unit includes a warrant, granting the holder the right to purchase a common share at $0.70 for a period of 24 months following the closing date.

To incentivize timely warrant exercise, Rubicon Organics has included an accelerated expiry provision. Should the volume-weighted average price of the company’s common shares on the TSX Venture Exchange reach at least $1.00 for 20 consecutive trading days after the issuance date, the company can accelerate the warrant expiry date to a date no less than 30 days following a press release proclamation. Unexercised warrants after this accelerated expiry date will be rendered void without compensation.

Investment Allocation and Strategic Objectives

The net proceeds from the placement are earmarked for several key areas, including:

• Startup and acquisition costs associated with the Hope, British Columbia facility.
• Automation of pre-rolled joint production.
• General working capital needs.
• Other strategic investment expenses.

While the primary intention is to utilize the funds for the Hope facility, Rubicon Organics maintains adaptability. The company may reallocate the proceeds to other projects, working capital, or potential future acquisitions should the Hope facility acquisition not materialize. This adaptability ensures the company can effectively deploy capital to maximize growth opportunities in the evolving cannabis market.

Board Participation and Regulatory Compliance

Demonstrating strong confidence in the company’s prospects, all members of Rubicon Organics’ Board of Directors have committed to investing an aggregate amount exceeding $1.45 million in the private placement.This important insider participation underscores the board’s belief in the company’s strategic direction and growth potential.

The placement is being offered to eligible purchasers in all Canadian provinces and territories under applicable prospectus exemptions, adhering to Regulation 45-106. Securities issued under this exemption will not be subject to a hold period under Canadian securities laws.

The closing of the placement is anticipated to occur on or around May 6, 2025, subject to customary closing conditions, including the receipt of all necessary regulatory approvals.

Executive Outlook

Margaret Brodie, CEO of Rubicon Organics, expressed enthusiasm about the increased demand for the private placement:

I am delighted with the high demand from investors, new and current, which allowed us to increase the size of our private placement by 50%. Additional capital will allow us to accelerate our growth initiatives as we continue to build the upper range of Canada brands.
Margaret Brodie, CEO of Rubicon Organics

Brodie’s statement highlights the company’s commitment to building a strong portfolio of premium cannabis brands and leveraging the additional capital to fuel further expansion.

Additional Information

A modified and updated offering document related to the private placement is available on the company’s SEDAR profile at www.sedarplus.ca and on Rubicon Organics’ website at www.rubiconorganics.com. Potential investors are strongly encouraged to review this document before making any investment decisions.

Strategic Financial Maneuvering

Rubicon Organics Inc.,a prominent player in the organic cannabis sector,is strategically navigating the complex financial landscape through a recent placement initiative. This move aims to bolster the company’s financial standing and support its ambitious growth objectives within the competitive cannabis market.

The company intends to use the proceeds from this placement to further scale its operations and reinforce its market presence. This strategic financial maneuver comes at a time when the cannabis industry is experiencing both rapid growth and increasing regulatory scrutiny.

Regulatory Compliance and Market Access

A critical aspect of Rubicon Organics’ strategy involves strict adherence to international securities regulations. The company has explicitly stated that the titles offered within this placement have not been registered under the U.S. Securities Act of 1933. This declaration underscores the company’s commitment to complying with legal frameworks governing securities offerings.

Specifically, the company clarified that these securities cannot be offered or sold in the United States or to individuals considered “U.S. persons” as defined by Regulation S, unless registration requirements are met or exemptions are applicable under the 1933 Act and relevant state securities laws.

This press release does not constitute an offer of sales nor the request for a purchase offer aimed at securities in the United States, and no subscription of these securities will be accepted in a territory in which this offer, solicitation or sale would be illegal.

Rubicon Organics: A Leader in organic Cannabis

Rubicon Organics Inc.has positioned itself as a leader in the organic cannabis market. The company operates with vertical integration through its subsidiary, rubicon Holdings Corp, a licensed producer. This structure allows for comprehensive control over the supply chain, from cultivation to distribution.

The company’s focus is on achieving profitability through premium cannabis flower, product innovation, and brand management. rubicon Organics boasts a portfolio of brands, including simply Bare Organic, 1964 Supply Co, WildFlower, and Homestead Cannabis Supply.

Rubicon Organics emphasizes the quality and sustainability of its products. The company cultivates, processes, markets, and sells certified organic cannabis products from its state-of-the-art glass roof greenhouses in Delta, British Columbia, canada.

forward-Looking Statements and Market Risks

It is significant to note that statements made by Rubicon Organics regarding future performance and market trends are considered forward-looking information and are subject to various risks and uncertainties. These statements are based on current expectations, estimates, and projections about the company’s operations and the cannabis industry.

Factors that could impact actual results include, but are not limited to, risks associated with the placement itself, such as the failure to secure the anticipated gross proceeds. The cannabis market is dynamic, and unforeseen challenges can arise.

Investors should be aware that actual results may differ materially from those expressed or implied in these forward-looking statements.

Understanding the Landscape of Risk in the cannabis Industry

The cannabis industry, while burgeoning, remains fraught with uncertainties. Companies operating within this sector, such as Rubicon Organics, frequently issue forward-looking statements to provide investors with insights into their anticipated performance. However, these statements are inherently subject to a multitude of risks and uncertainties, demanding careful scrutiny.

Deciphering Forward-Looking Statements: A Word of Caution

Forward-looking statements are, by their very nature, predictive. They offer a glimpse into a company’s expectations regarding future events, performance, and financial outcomes. Rubicon Organics, like many publicly traded companies, utilizes these statements to communicate its strategic vision. However, it is crucial to recognize that these projections are not guarantees of future success. Investors are strongly advised to exercise caution and avoid placing undue reliance on these statements.

readers are warned not to trust these forward -looking statements.

Key Risk Factors Influencing Performance

Several critical risk factors can considerably impact Rubicon Organics’ ability to achieve its projected outcomes. These include, but are not limited to:

• misuse of Placement Proceeds: The possibility that funds raised through placements are not utilized as initially intended.
• Regulatory Hurdles: The inherent challenges and potential delays associated with obtaining and maintaining necessary regulatory approvals. The cannabis industry is heavily regulated, and changes in legislation can have a profound impact.
• Market Volatility: Fluctuations in market conditions, including shifts in consumer demand and pricing pressures.
• Competitive Pressures: The intensifying competition within the cannabis market, potentially impacting market share and profitability.
• Supply Chain disruptions: Vulnerabilities in the supply chain, which can affect production and distribution capabilities. Recent global events have highlighted the fragility of supply chains across various industries.
• Certification Maintenance: The ongoing requirement to adhere to and maintain stringent certification standards.
• Strategic execution: The successful implementation of the company’s overall business strategy.

These factors, individually or in combination, can cause actual results to deviate substantially from those anticipated in forward-looking statements.

Beyond Identified Risks: The Unforeseen Challenges

While Rubicon Organics endeavors to identify significant risk factors, it is impossible to foresee all potential challenges. Unforeseen events, emerging risks, and unanticipated market shifts can all contribute to outcomes that differ from projections. This inherent uncertainty underscores the importance of a diversified investment strategy and a thorough understanding of the cannabis industry’s complexities.

The Absence of Guarantees: Reality vs. Projections

It is indeed imperative to acknowledge that forward-looking statements are not promises of future performance. Real-world results and future events may diverge significantly from the scenarios outlined in these statements. This discrepancy can arise from a multitude of factors,including those previously mentioned and other unforeseen circumstances.

The Company’s Stance on Updates: A Matter of Legal Obligation

Rubicon Organics explicitly states that it assumes no obligation to update forward-looking statements, even considering new information, future events, or other developments, unless legally required to do so.This policy reinforces the understanding that these statements represent a snapshot in time and should not be interpreted as ongoing commitments.