Rubicon Organics Announces Debt Settlement Agreement

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Not intended for distribution to U.S. News Service services or for publication in the United States.

VANCOUVER, British Columbia, July 30, 2024 (GLOBE NEWSWIRE) — Rubicon Organics Limited (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”) is pleased to announce that it has entered into a debt settlement agreement (the “Debt Settlement Agreement”).Debt Settlement Agreement) effective July 15, 2024 with one director of the company (“Creditor“) to settle $25,400 in director fees (“religion“) in exchange for the issuance of 59,764 fully paid ordinary shares (“Debt shares“) in the company’s capital ( “common stock) at a stated issue price of $0.42 per common share (collectively, the “shares for debt transactionsDebt consists of the balance owed by the company to the creditor.

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Under the Debt Settlement Agreement, the Debt Shares are issued at a price equal to the closing market price of the Common Shares on the Toronto Venture Exchange (TSX Venture Exchange).TSXV“) on July 15, 2024, in accordance with the policies of the Toronto Stock Exchange. No new person will be created as a director of the Company under the stock-for-debt transaction.

Internal debt securities are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“Mi 61-101) under the exemptions in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 where the fair market value of the consideration for the common stock to be issued to insiders does not exceed 25% of its market value.

The closing of the debt-for-equity transaction is subject to customary closing conditions and the transaction is expected to close as soon as practicable. The debt shares will be issued under an exemption from prospectus. Final approval of the debt shares remains subject to approval by the Toronto Stock Exchange.

About Rubicon Organics

Rubicon Organics Inc. is the world’s leading premium organic cannabis brand. 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 premium cannabis flower, product innovation and brand portfolio management, including three leading brands: its premium brand Simply Bare™ Organic, its premium brand 1964 Supply Co.™, and its cannabis wellness brand Wildflower™, as well as the Company’s flagship brand Homestead Cannabis Supply™ and its premium concentrate brand Lab Theory™.

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

contact information

Margaret Brody
CEO
Phone: +1 (437) 929-1964
Email: ir@rubiconorganics.com

The TSX Venture Exchange, and its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) assumes no 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, expectations, objectives, assumptions, projections or beliefs regarding future performance are “forward-looking statements.” Forward-looking information can be identified by the use of words such as “will” or variations of such words or statements that “will” will be taken, occurred or achieved. In particular, but without limitation, this press release contains forward-looking statements and information relating to: the TSXV’s acceptance of the stock-for-debt transaction and the timing of the completion of the stock-for-debt transaction

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Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to differ materially 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 believes are reasonable under the circumstances. The risks and uncertainties associated with the forward-looking information in this press release include, among other things, dependence on obtaining and maintaining regulatory approvals; regulatory or political change such as changes in applicable laws and regulations; any other factors or developments that may impede market growth; Rubicon Organics’ limited operating history and lack of historical earnings; reliance on management; the impact of capital market conditions and other factors on the availability of capital; competition, including from more established or better-financed competitors; and the need to secure and maintain alliances and corporate partnerships, including with customers and suppliers; Those factors are identified under the heading “Risk Factors” in Rubicon Organic’s Annual Information Form dated March 27, 2024 filed with Canadian provincial securities regulatory authorities.

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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 the forward-looking statements, there may be other risk factors that could cause actions, events or results to differ materially 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 the forward-looking statements. Rubicon Organics undertakes 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.

We have made many assumptions about the forward-looking statements and information contained herein, including the receipt of all required regulatory and TSXV approvals in a timely manner. Although Rubicon Organics management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those projected in the forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements or information. Forward-looking statements and information are designed to assist readers in understanding management’s current views of our near- and long-term prospects and may not be appropriate for other purposes. Rubicon Organics assumes no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, changes in assumptions, new information or for any other reason except as required by law.

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This press release, required by applicable Canadian laws, is not for distribution to U.S. newswire services or for publication in the United States, and does not constitute an offer to sell or the solicitation of an offer to sell any of the securities described herein in the United States. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempted therefrom.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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