A-Labs Capital II Corp. — Proxy Solicitation & Information Statement 2022

Apr 14, 2022

A-LABS CAPITAL II CORP.

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

____________________________________________

____________________________________________

TO BE HELD AT

11:00 a.m. (Eastern Time) Wednesday, May 4, 2022

By Zoom Conference

DATED April 1, 2022

A-LABS CAPITAL II CORP.

595 Howe Street, 10th 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" or "ALAB") will be held by virtual zoom meeting only, on Wednesday, May 4, 2022 at 11:00 a.m. (Eastern Time).

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, 2021 and December 31, 2020, together with the auditor's reports thereon;
• 1. 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;
• 1. to elect Doron Cohen, Noah Herscovici, Konstantin Lichtenwald, Michael Mire and Bruce Rowlands as the directors of the Company to hold office until the next annual general meeting of the Shareholders or until their successors are otherwise appointed;
• 1. 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;
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of Shareholders to approve the amendment to the stock option plan of the Company and confirming all unallocated stock options, as more particularly described in the Information Circular**;**
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders approving payment of advisory fees payable by Orcanos Ltd. to A-Labs Finance and Advisory Ltd, a non-arm's length party to ALAB (the "Advisor") on closing of the proposed reverse take-over transaction between the Company and Orcanos Ltd. (the "Transaction"), as more particularly described in the Information Circular**;**
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested Shareholders to approve certain related party transactions including issuance of certain securities to the Advisor and certain other related parties to ALAB on closing of the Transaction and the payment of advisory fees to the Advisor after closing of the Transaction, as more particularly described in the Information Circular; and
• 1. to transact any other business as may properly be brought before the Meeting, or any adjournment or postponement thereof.

The Meeting will be held by Virtual Zoom Meeting only. Shareholders can open the following link: https://us06web.zoom.us/j/81332882278?pwd=RzRrYnVwbHk5WUQyQUpLQzhnRUJOdz09 in order to access the Meeting online through Zoom and enter the Meeting ID and Password below:

Meeting ID:	813 3288 2278
Passcode:	624316

Shareholders will have the option to join the video and audio or simply view and listen.

It is the shareholders' responsibility to ensure connectivity during the Meeting and the Company encourages its shareholders to allow sufficient time to log in to the Meeting before it begins. It is strongly recommended that shareholders access the Meeting at least 30 minutes before the Meeting starts.

In order to dial into the Meeting, shareholders will need to call the applicable number listed below, and enter the Meeting ID and Password noted below:

To dial using One tap mobile:	+15873281099,,81332882278#,,,,*624316# Canada+16473744685,,81332882278#,,,,*624316# Canada
	Meeting ID:Passcode:	813 3288 2278624316
To dial by location:	Canada: +1 587 328 1099; +1 647 374 4685; +1 647 558 0588; +1 778 9072071; +1 204 272 7920; +1 438 809 7799Israel: +972 3 978 6688; +972 2 376 4509; +972 2 376 4510To find your local number open the following link:https://us06web.zoom.us/u/kSKGm7DTyMeeting ID:813 3288 2278Passcode:624316

To participate in the virtual zoom Meeting, shareholders and proxyholders will need to visit the web link or dial the phone numbers and log‑in using the zoom meeting number and passcode set out above and included either on your proxy form (registered shareholders) or voting instruction form (non-registered shareholders), as applicable. Registered shareholders and duly appointed proxyholders will have an equal opportunity to attend, participate and vote at this virtual Meeting from any location. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug‑ins. Shareholders should ensure they have a strong, preferably high‑speed, internet connection wherever they intend to participate in the virtual Meeting. The Meeting will begin promptly at 11:00 a.m. (EDT) on Wednesday, May 4, 2022. Online check‑in will begin starting 15 minutes prior, at 10:45 a.m. (EDT). Shareholders and proxyholders should allow ample time for online check‑in procedures. If shareholders or proxyholders encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Meeting log in page.

Information relating to the items above is set forth in the accompanying 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 April 1, 2022 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 1 st day of April, 2022.

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

By: (s) "Doron Cohen" Chief Executive Officer & Director