Cadiz Announces New Equity Investment of $12 Million from Registered Direct Offering of Common Shares
Heerema International Group Services SA leading offer with $5 million investment
Offer at market price
LOS ANGELES, March 21, 2022 /PRNewswire/ — Cadiz Inc. (Nasdaq: CDZI/CDZIP) (“Cadiz” or the “Company”), today announced that it has entered into a definitive agreement to purchase securities for a registered direct offering (“Offering” ) of 6.86 million ordinary shares at a price of $1.75 per share for total proceeds of $12 million. The Offer is led by the Company’s main shareholder, Heerema International Group Services SA (“Heerema IGS”), as well as by the Company’s founder and member of the Board of Directors Keith Brackpool and affiliates of the Company’s primary secured lender, B. Riley Securities.
The proceeds of the Offering will be used for working capital purposes and will support ongoing development activities related to Cadiz’s water supply, storage and transmission assets in California.
Heerema IGS, a leading international offshore energy and sustainable solutions company, anchored the Offering with an investment of $5 million. In connection with the purchase of shares under this offer, the Company has agreed to give Heerema the right to appoint an observer to its board of directors or, instead of this right of observer, the right to fill a vacancy on its board of directors. After the Offer, Heerema IGS will beneficially own 35.4% of the outstanding ordinary shares of the Company.
“The persistent drought and water supply problems around the world reinforce our belief that the Cadiz Water Supply, Conservation and Storage Project is one of the most critical water infrastructure projects in the world. world. US West and a role model for the rest of the world,” said Victor R. Muller, Advisor to the Board of Directors of Heerema IGS. “We support the repurposing of existing gas pipeline assets to transport water as a cornerstone of the company’s plans, and we are confident that our involvement will go a long way in helping Cadiz execute its mission. Sustainability guides our decision-making processes in all aspects of our business. , and we always strive to minimize the environmental impact in everything we do. This is why Cadiz fits perfectly with our investment criteria and we support the company in achieving her goals. “
Some members of the Cadiz board, including the founder of Cadiz Keith Brackpoolinvested $2.5 million in the Offer. Affiliates of the Company’s primary secured lender, B. Riley Securities, also participated in the Offering, investing an additional sum $3.5 million.
Susan KennedyExecutive Chairman of Cadiz, said: “We are proud to be able to count on the strong support of our institutional investors, in particular Heerema IGS, our current shareholders and our lenders to carry out our mission.
The offering is expected to close on March 23, 2022, subject to customary closing conditions. As this offering is being made without an underwriter or placement agent, the Company will not pay any discount or underwriting commission in connection with the offering.
The offering is made pursuant to a shelf registration statement (File No. 333-257159) which was previously filed with the United States Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on June 25, 2021. A prospectus supplement, which contains additional information relating to the offering, will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. There will be no offer, solicitation of an offer to buy or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of securities of such state or jurisdiction. .
About Cadiz Inc.
Founded in 1983, Cadiz Inc. (NASDAQ: CDZI) is a California company dedicated to sustainable projects in the field of water and agriculture. Cadiz has 70 square miles of property with significant water resources in Southern California and is the largest farm in San Bernardino County sustainably managed since the 1980s. Cadiz is working with public water agencies to implement the Cadiz Water Project, a groundwater management project that will provide a new water supply for approximately 400,000 people and up to to 1 million acre-feet of new groundwater storage capacity for underserved communities in California. Guided by a comprehensive land stewardship plan, Cadiz is dedicated to pursuing sustainable projects and practicing responsible stewardship of our land, water and agricultural resources. For more information, please visit www.cadizinc.com.
Safe Harbor Statement
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the provisions exemption from the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results or strategies and are generally preceded by words such as “anticipates”, “expects”, “may “, “plan”, or “will”. Forward-looking statements include, but are not limited to, projections, predictions, expectations or beliefs regarding future events or results and are not statements of historical fact, including statements regarding the Company’s expectations regarding dividend payments in the future. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those projected in the forward-looking statements, including risks associated with the plan of business in Cadiz to develop its extensive water distribution network. supply, storage and transportation assets. These and other risks are identified in our filings with the Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2020our quarterly reports on Form 10-Q for the three months ended March 31, 2021, June 30, 2021and September 30, 2021 and in other documents subsequently filed by the Company with the Commission. All forward-looking statements contained in this press release speak only as of the date they were made and are based on management’s assumptions and estimates as of that date. We undertake no obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
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SOURCE Cadiz Inc.