ROMJ Rubicon Organics Inc

Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”), a licensed producer focused on cultivating and selling organic certified and premium cannabis, reports the voting results from its Annual General and Special Meeting of shareholders (the “Meeting”) held earlier today.

A total of 40,039,174 shares were represented in person or by proxy at the Meeting, constituting approximately 71% shares represented of the Company’s total issued and outstanding Common shares as of the record date, and voted in favour of all matters brought before the Meeting.

Results of Annual General and Special Meeting

The following matters put forward before shareholders for consideration and approval as set out in Rubicon Organics’ management information circular dated June 21st, 2024 (the “Circular”) were approved by the shareholders:

• Setting the number of directors of the Company at eight;
• Electing Margaret Brodie, John Pigott, Michael Detlefsen, Karen Proud, Len Boggio, Ian Gordon, Doris Bitz and Jesse McConnell[1] as directors of the Company for the ensuing year until the next annual meeting of the Company;
• Appointing PricewaterhouseCoopers LLP as the Company’s auditors for the ensuing year with the Company’s directors authorized to fix their remuneration.
• Approval of the Company’s new Omnibus Equity Incentive Plan

An updated corporate presentation presented at the Meeting is available for viewing on Rubicon Organics’ website at www.rubiconorganics.com.

Changes to Board of Directors

David Donnan did not stand for re-election at today’s Meeting after serving as a director of the Company since 2018.  During his tenure, he has served as Chair of the Audit Committee, Lead Independent Director and a member of the Compensation Committee.

“On behalf of the Board, we offer immense thanks to Mr. Donnan for his contributions to Rubicon Organics. Since joining Rubicon in our infancy, Dave has offered invaluable insight, energy and dedication to the Company through its growth and maturity and we wish him all the best in future.” said Margaret Brodie, Chief Executive Officer.

Omnibus Equity Incentive Plan

The Board of Directors (the “Board”) approved the Omnibus Equity Incentive Plan on May 31st, 2024, subject to receipt of shareholder approval at the Meeting. The Omnibus Equity Incentive Plan will be administered by the Company’s Board, and will permit the grant or issue of Restricted Share Units (“RSU’s”), Performance Share Units (“PSU’s”), Deferred Share Units (“DSU’s”), and options (“Options”) to eligible participants.

The Omnibus Equity Incentive Plan is a fixed plan which provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Omnibus Equity Incentive Plan is 4,846,192 Common Shares. As set out in the Circular, the Omnibus Equity Incentive Plan replaces the Company’s legacy equity incentive plan and legacy DSU plan, and as such, no further grants of stock awards or DSUs will be made under the legacy equity incentive plan or legacy DSU plan.

DSU Grant

The Company has granted an aggregate of 1,316,233 DSUs pursuant to the Omnibus Equity Incentive Plan to certain independent directors of the Company as compensation for their services in the first half of 2024, and in advance for the following 12 months. The DSUs will vest twelve months from the date of grant, and may only be redeemed upon a holder ceasing to be a director of the Company, or as allowed for under the terms of the Omnibus Equity Incentive Plan.

ABOUT RUBICON ORGANICS INC.

Rubicon Organics Inc. is the global brand leader in premium organic cannabis products. 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 its premium cannabis flower, product innovation and brand portfolio management, including three flagship brands: its super-premium brand Simply Bare™ Organic, its premium brand 1964 Supply Co™, and its cannabis wellness brand Wildflower™ in addition to the Company’s mainstream brand Homestead Cannabis Supply™.

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

CONTACT INFORMATION

Margaret BrodieChief Executive OfficerPhone: +1 (437) 929-1964Email: ir@rubiconorganics.com

The TSX Venture Exchange, its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) does not accept 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, projections, objectives, assumptions, expectations or beliefs of future performance, statements regarding Rubicon Organics’ goal of achieving industry leading profitability are “forward-looking statements”. Forward-looking information can be identified by the use of words such as “will” or variations of such word or statements that certain actions, events or results “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different 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 upon certain assumptions that management considers reasonable in the circumstances, including the expected nomination of the Nominees at the AGM, and the ability for Nominees to obtain Health Canada’s security clearance. Risks and uncertainties associated with the forward looking information in this press release include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits for construction at its facilities in a timely manner; regulatory or political change such as changes in applicable laws and regulations, including bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; Rubicon Organics’ limited operating history and lack of historical profits; reliance on management; the effect of capital market conditions and other factors on capital availability; the Company’s ability to attract and retain skilled staff; competition, including from more established or better financed competitors; the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers; and the effects of the COVID-19 pandemic. 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 forward-looking statements, there may be other risk factors that cause actions, events or results to differ 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 forward-looking statements. Rubicon Organics assumes 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.

[1] Mr. McConnell has been elected the Board at the Meeting, subject to being granted security clearance by Health Canada. A request for Mr. McConnell’s security clearance was made to Health Canada, however, the approval process remains ongoing as of the date of this press release. Mr. McConnell will be formally appointed to the Board once the Health Canada security clearance is obtained.