Cadiz (CDZI) Announces $40 Million Registered Direct Offering Backed By Largest Shareholders

Cadiz Inc. (NASDAQ: CDZI, CDZIP) ("Cadiz," the "Company") today announced that it has priced a registered direct offering ("Offering") of 10.5 million shares of common stock for total gross proceeds of $40.32 million. The Offering was led by the Company's largest equity shareholders, Heerema International Group Services SA ("Heerema IGS") and Odey Asset Management, with Heerema IGS maintaining beneficial ownership of approximately 35% of the Company's common stock. Long-standing shareholders and several new investors also subscribed for shares priced in the Offering.

"We believe this financing puts Cadiz on the strongest footing possible to begin construction, operation and delivery of clean water solutions for the people of California," said Susan Kennedy, Executive Chair of Cadiz. "This funding enables us to accelerate capital expenditures, reduce our debt and run on all cylinders over the next two years."

The Company intends to use the net cash proceeds from this Offering to, fund capital expenditures expected to accelerate development of the Company's water supply and storage project, repay $15 million in principal of its existing $50 million credit facility with its lender B. Riley Commercial Capital, LLC ("B. Riley Commercial"), provide working capital and support the development of additional water resources to meet increased demand on an accelerated timetable.

B. Riley Securities ("BRS") acted as exclusive placement agent in the Offering. The shares made available in the Offering were priced at $3.84 per share, yesterday's market closing price. The Offering is expected to close with net proceeds of approximately $38.5 million to the Company on or about February 2, 2023 subject to the satisfaction of customary closing conditions.

In connection with the closing of the Offering, the Company and its wholly owned subsidiary, Cadiz Real Estate LLC (collectively, the "Borrowers"), expect to enter into an amendment to the existing credit agreement with B. Riley Commercial ("the Amendment") that will reduce the principal amount outstanding to $35 million and establish other provisions as described in a filing made today on Form 8-K with the Securities and Exchange Commission ("SEC"). Per the Amendment, subject to the satisfaction of specified conditions described in the Form 8-K, the maturity of the Company's remaining debt outstanding will be extended to June 30, 2026.

The Offering was made pursuant to a shelf registration statement (File No. 333-257159) that was previously filed with the SEC and declared effective by the SEC on June 25, 2021. The Offering is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting B. Riley Securities, Attention: Prospectus Department, 1300 North 17th Street, Suite 1300, Arlington, Virginia 22209; Telephone: (703) 312-9580, or by emailing [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. There shall not be any 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 securities laws of any such state or jurisdiction.

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