A-Labs Capital II Corp. — Proxy Solicitation & Information Statement 2021

Feb 18, 2021

A-LABS CAPITAL II CORP.

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NOTICE AND MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

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TO BE HELD AT

9:00 a.m. (Eastern Time) Thursday, March 11, 2021

5255 Yonge Street, Suite 1110, Toronto, Ontario, M2N 6P4

In response to COVID-19, the Company urges all shareholders to abide by social distancing recommendations by voting by proxy in advance of the meeting and to listen to the meeting by way of teleconference call. Please refer to the dial-in instructions in the notice of meeting.

DATED FEBRUARY 9, 2021

A-LABS CAPITAL II CORP. 595 Howe Street, 10[th] floor

Vancouver, British Columbia V6C 2T5

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders (each, a “ Shareholder ”) of A-Labs Capital II Corp. (the “ Company ”) will be held at Oziel Law, located on 5255 Yonge Street, Suite 1110, Toronto, Ontario, M2N 6P4, on Thursday, March 11, 2021 at 9:00 a.m. (Eastern Time). In light of the ongoing public health concerns related to COVID-19 and in order to comply with measures imposed by the federal and provincial government of Canada, the Company is encouraging Shareholders and others not to attend the Meeting in person.

The Company is offering its Shareholders the option to listen and participate (but not vote) at the Meeting by conference call at:

Within Canada (toll free): 855 703 8985 United States (toll free): 877 369 0926 or 855 880 1246 Attendee Access Code: 830 3164 1339 Passcode: 076838 (where applicable)

The Meeting will be held for the following purposes, which are further described in the accompanying management information circular (the “ Information Circular ”) to this notice of Meeting (“ Notice of Meeting ”):

1. to receive and consider the audited financial statements of the Company for the fiscal years ended December 31, 2020 and December 31, 2019, together with the auditor’s reports thereon;

2. to pass an ordinary resolution to set the number of directors at five (5) until the next meeting of the Company’s shareholders held for the purpose of electing directors;

3. to elect Doron Cohen, Noah Herscovici, Konstantin Lichtenwald, Michael Mire and Bruce Rowlands as directors of the Company to hold office until the next annual general meeting of the Shareholders or until their successors are otherwise appointed;

4. to re-appoint RSM Canada LLP as auditors of the Company until the next annual general meeting of the Shareholders and to authorize the board of directors to fix the remuneration of the auditors;

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders to approve certain amendments to the Company’s “rolling” stock option plan in accordance with certain changes in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange, effective on January 1[st] , 2021, (the “ New Policy ”), as more particularly described in the Information Circular ;

6. if item 5 above fails to be approved, to pass, with or without variation, an ordinary resolution to ratify, confirm and approve the Company’s “rolling” stock option plan, as more particularly described in the Information Circular;

7. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders removing the potential consequences associated with the Company failing to complete a Qualifying Transaction within 24 months after its listing date in accordance with the New Policy, as more particularly described in the Information Circular ;

8. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders to increase the term of the broker warrants held by Haywood Securities Inc. and Canaccord Genuity Corp., as agent and sub-agent to the Company, in accordance with the New Policy, as more particularly described in the Information Circular;

9. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders to approve certain amendments to the Company’s Form 2F CPC escrow agreement dated December 17, 2018, by and between the Company, TSX Trust and certain registered shareholders, in accordance with the New Policy, as more particularly described in the Information Circular; and

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11. to transact any other business as may properly be brought before the Meeting, or any adjournment or postponement thereof.

Information relating to the items above is set forth in the Information Circular and is deemed to form part of this Notice of Meeting. This Notice of Meeting is also accompanied by a form of proxy (� Proxy �) and/or request for voting information form (� VIF �) and a form whereby Shareholders can request to be added to the Company�s supplemental mailing list. The board of directors of the Company unanimously recommends that the Shareholders vote FOR each of the matters set out in this Notice of Meeting.

The board of directors of the Company have fixed the close of business on February 9, 2021 as the record date for determining the Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

If you are a registered shareholder , please complete, sign, date and return the enclosed Proxy or VIF to TSX Trust Company, at 301 � 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, by facsimile to 416-595-9593 or electronically at www.voteproxyonline.com, and pursuant to any instructions contained in the Proxy. In order to be valid for use at the Meeting, Proxies must be received not less than 48 hours (Eastern Time), excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment or postponement thereof.

If you are a beneficial shareholder and will receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. Non-objecting beneficial Shareholders must complete and return the enclosed VIF in accordance with its instructions or the instructions given by their financial institution or other intermediary that sent it to them. Failure to do so may result in your loss of the eligibility to vote your common shares of the Company at the Meeting, either in person, by Proxy or by VIF. If you hold your shares in a brokage account you are not a registered shareholder.

The Proxy or VIF, as the case may be, confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Company knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. You are encouraged to review the Information Circular carefully before submitting your Proxy or VIF.

DATED at Kadima, Israel, this 9th day of February 2021.

ON BEHALF OF THE BOARD OF DIRECTORS OF A-LABS CAPITAL II CORP.

By: ___Signed "Doron Cohen"_ Chief Executive Officer & Director

IMPORTANT NOTICE DUE TO COVID-19

The Company is actively monitoring developments regarding the novel coronavirus or COVID-19 (� COVID-19 �) and is sensitive to federal, provincial, and municipal public health protocols and guidance regarding public gatherings. In order to protect the health and safety of Shareholders and the broader community, the Company strongly encourages Shareholders to vote by Proxy or in accordance with the instructions set out in the VIF in advance of the Meeting and to not attend the Meeting in person. The Company will be severely restricting physical access to the Meeting and only registered shareholders and formally appointed proxyholders will be allowed to attend, subject to government orders concerning the maximum size of public indoor gatherings and required physical distancing parameters.

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access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting.

Should any such changes to the Meeting occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. The Company strongly encourages Shareholders to check the Company’s SEDAR profile prior to the Meeting for the most up to date information. In the event of any changes to the format of the Meeting due to COVID-19, the Company will not prepare or mail amended materials in connection with the Meeting.

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