Agrios Global Holdings Ltd.

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NOTICE AND INFORMATION CIRCULAR

WITH RESPECT TO THE

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD AT 8:00 A.M. (VANCOUVER TIME) ON JANUARY 6, 2022

AT THE OFFICES OF BLAKE, CASSELS & GRAYDON LLP SUITE 2600

595 BURRARD ST. VANCOUVER, BRITISH COLUMBIA, V7X 1L3

AND BY TELECONFERENCE AT 1-855-318-4202 PASSCODE 6314176

INFORMATION CIRCULAR DATED DECEMBER 7, 2021

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AGRIOS GLOBAL HOLDINGS LTD.

Suite 2250 – 1055 West Hastings Street Vancouver, British Columbia V6E 2E9

Notice of the Special Meeting of Shareholders to be held on January 6, 2022

The special meeting (the " Meeting ") of the holders (" Shareholders ") of common shares (" Common Shares ") of Agrios Global Holdings Ltd. (" Agrios " or the " Company ") will be held at 8:00 a.m. (Vancouver time) on January 6, 2022 at the offices of Blake, Cassels & Graydon LLP, at Suite 2600, 595 Burrard St., Vancouver, British Columbia and as a virtual shareholders’ meeting by teleconference at 1-855-318-4202, passcode 6314176, to:

fix the number of directors to be elected at the Meeting at three;
elect the directors of the Company to serve until the next annual meeting of Shareholders; and
transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the information circular attached hereto.

THE INTERIM DIRECTORS OF AGRIOS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ELECTION OF THE PROPOSED DIRECTORS OF AGRIOS.

Shareholders who are unable to attend the Meeting in person or by telephone may vote their shares by completing, signing and returning the accompanying form of proxy to the transfer agent of the Company, Odyssey Trust Company, no less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or by completing, signing and delivering the accompanying form of proxy to the Chair of the Meeting prior to its commencement.

The interim directors of the Company have fixed the record date for the Meeting at the close of business on December 1, 2021 (the " Record Date "). Shareholders of the Company of record as at the Record Date are entitled to receive notice of the Meeting and to vote those Common Shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date.

Shareholders are cautioned that the use of the mail to transmit proxies is at each Shareholder's risk. In the event of a strike, lockout or other work stoppage involving postal employees, all documents required for delivery by the Shareholder should be delivered by email to Odyssey Trust Company pursuant to the instructions contained in the attached circular.

DATED at Vancouver, BC, this December 7, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) " Stephanie Ko "

Stephanie Ko Interim Director

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AGRIOS GLOBAL HOLDINGS LTD.

Information Circular

For the Special Meeting of Shareholders to be held on January 6, 2022

This information circular (the " Circular ") is furnished in connection with the solicitation of proxies by or on behalf of the Interim Directors (as defined below) of Agrios Global Holdings Ltd. (" Agrios ", the " Company ", " us ", " our " or " we ") for use at the special meeting of holders (" Shareholders ") of common shares (" Common Shares ") to be held at 8:00 a.m. (Vancouver time) on January 6, 2022, at the offices of Blake, Cassels & Graydon LLP, at Suite 2600, 595 Burrard St., Vancouver, British Columbia and as a virtual shareholders’ meeting by teleconference at 1-855-3184202, passcode 6314176, and any adjournment or adjournments thereof (the " Meeting ") for the purposes set forth in the accompanying Notice of Meeting.

The interim directors of the Company (the " Interim Directors ") have fixed the record date for the Meeting at the close of business on December 1, 2021 (the " Record Date "). Only Shareholders of record on December 1, 2021 are entitled to notice of, and to attend and vote at, the Meeting.

Unless otherwise stated, the information contained in this Circular is given as at December 7, 2021.

ATTENDING THE MEETING

Only Registered Shareholders (as defined below) of record at the Record Date, duly appointed proxyholders, including Beneficial Shareholders (as defined below) who have duly appointed themselves a proxyholder, and other permitted attendees may attend the Meeting. Attending the Meeting allows Registered Shareholders and duly appointed proxyholders, including Beneficial Shareholders who have duly appointed themselves as proxyholder, to participate, ask questions and vote at the Meeting.

The Company may adopt vaccination verification and/or measures for identifying COVID-19 symptoms or risk factors as may be recommended or required by applicable health authorities and may implement these measures with respect to those attending the Meeting in person.

These measures may include requiring Registered Shareholders or duly appointed proxyholders wishing to attend the physical Meeting to provide sufficient proof of vaccination at the Meeting and/or to sign a confirmation letter regarding their health status. If a Registered Shareholder or duly appointed proxyholder is unable or unwilling to do so, such Registered Shareholder or proxyholder will not be permitted to attend the physical Meeting and will be required to attend the Meeting virtually. The Company encourages Registered Shareholders and duly appointed proxyholders, including Beneficial Shareholders who have duly appointed themselves as proxyholder, to arrange to participate at the Meeting virtually by dialing-in to the conference line set forth in this Circular. If you intend to participate in the physical Meeting, or to appoint a proxyholder to attend at the physical Meeting on your behalf, we encourage those participants to arrive at the physical Meeting early. The Company reserves the right to refuse admission to a Shareholder or proxyholder seeking to attend the Meeting if the Company believes the Shareholder or proxyholder poses a potential health risk to attendees at the Meeting or would otherwise breach public health restrictions. In addition, any attendees will be required to wear an appropriate face mask and practice social distancing at the Meeting.

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VOTING AND PROXIES

Persons Making Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the Interim Directors for use at the Meeting.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors and regular employees of the Company. The Company will bear all costs of this solicitation.

We have arranged for intermediaries to forward the Meeting materials to beneficial owners of Common Shares on the Record Date.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ”) are Interim Directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) any amendment to or variation of any matter identified therein; and
(b) any other matter that properly comes before the Meeting.

Registered Shareholders

Shareholders whose names appear on the records of the Company as the registered holders of Common Shares are called “ Registered Shareholders ”. Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person or virtually. Registered Shareholders may choose one of the following options to submit their proxy:

(a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Odyssey Trust Company (“ Odyssey ”), by mail or hand delivery to Suite 350, 409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2;
(b) use the internet through the website of the Company’s transfer agent at www.odysseytrust.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy for the holder’s account number and the control number; or
(c) fax a copy of the front and back of proxy to 1-800-517-4553 or email a scanned copy to [email protected].

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the time set for the holding of the Meeting or the adjournment thereof at which the proxy is to be used.

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Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name (“Beneficial Shareholders ”). Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker (an “ intermediary ”). In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders - those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for objecting Beneficial Shareholders) and those who do not object to the issuers of the securities they own knowing who they are (called “ NOBOs ” for non-objecting Beneficial Shareholders).

The Company has decided not to directly send proxy-related materials to its NOBOs. If you are a NOBO, your intermediary will have provided to you a voting instruction form (“ VIF ”). Additionally, the Company does not intend to pay for intermediaries to forward to OBOs the proxy-related materials and a VIF. As a result, an OBO will not receive proxy-related materials in respect of the Meeting unless the OBO’s intermediary assumes the cost of delivery.

Generally, Beneficial Shareholders who have not waived the right to receive proxy-related materials will be given a VIF which must be completed and signed by the Beneficial Shareholder in accordance with the directions in the VIF. Beneficial Shareholders should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting. The proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company; however, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf.

Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any Shareholder’s representative.

If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date in accordance with the proxy instructions set out herein;
(b) executing a valid notice of revocation, to be executed by the Registered Shareholder or, if necessary, by the Registered Shareholder’s authorized attorney in writing, or, if the Registered

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Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering such notice of revocation to Odyssey or to the Company at Suite 2250 – 1055 West Hastings Street, Vancouver, B.C. V6E 2E9, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or by delivering such notice of revocation to the chair of the Meeting on the day of the Meeting or any reconvening thereof; or

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Common Shares. As at December 1, 2021 there were 92,898,747 Common Shares issued and outstanding. Each Common Share confers upon the holder thereof the right to one vote. A Shareholder of record at the close of business on the Record Date is entitled to vote or to have his, her or its Common Shares voted at the Meeting. On a vote by a show of hands, each person who is a shareholder or proxyholder will have one vote. On a poll, each shareholder present in person or represented by proxy will have one vote for each common share registered in his, her or its name.

The Company is authorized to issue an unlimited number of Class A Convertible Restricted Voting Shares (the “ Preferred Shares ”). Each Preferred Share may be converted into one Common Share, at any time at the option of the holder thereof or at the option of the Company upon notice to the holder thereof, without payment of additional compensation, at the option of the holder thereof. At the date of this Circular, there were no Preferred Shares issued and outstanding.

Other than as stated below, to the knowledge of our directors and executive officers, as at the Record Date, no person or company beneficially owns or controls or directs, directly or indirectly, voting securities, including Common Shares, carrying more than 10% of the votes attached to any class of voting securities of the Company.

Shareholder and Municipality of Residence James Foster	Voting Securities Owned, Controlled or Directed(1) 21,583,334 Common Shares	Percentage of the Outstanding Voting Securities of the Company(2)
		23.23%

Notes:

(1) Information in respect of number of Common Shares was supplied to the Company from James Foster’s SEDI insider reports as at December 1, 2021.
(2) As at December 1, 2021, there were 92,898,747 Common Shares outstanding.

MATTERS TO BE ACTED UPON AT THE MEETING

NUMBER OF DIRECTORS

The Articles of the Company set out that the number of directors of the Company will be a minimum of three (3) and a maximum of the most recently set of (i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given) and (ii) the number of directors set in the event that the places of any retiring directors are not filled by an election at a meeting of Shareholders. At the Meeting, the Shareholders will be asked to pass an ordinary resolution setting the number of directors of the Company at three (3).

To be approved, the resolution must be passed by a majority of the votes cast by the holders of Common Shares at the Meeting.

THE INTERIM DIRECTORS OF AGRIOS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTION SETTING THE NUMBER OF DIRECTORS OF THE COMPANY AT THREE.

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ELECTION OF DIRECTORS

It is proposed that the persons mentioned below will be nominated at the Meeting to fill the three (3) positions fixed by the Shareholders at the Meeting. Each director elected will hold office until the next annual meeting of Shareholders or until their successor is appointed or elected pursuant to the Business Corporations Act (British Columbia), unless their office is earlier vacated.

Background

Between May 11, 2020 and February 11, 2021, all of the directors of the Company resigned. As a result, several Shareholders sought a court order to appoint themselves as interim directors, to ensure the Company could continue to operate. On September 10, 2021, the British Columbia Supreme Court (the “ Court ”) ordered that Mr. Shawn Dang, Ms. Stephanie Ko and Mr. Wilson Tse Kin Lee be appointed as the Interim Directors. The Court ordered that the Interim Directors call an in-person and virtual special meeting of the Shareholders, no later than 60 days from the date of the court order, to elect directors of Agrios to serve until the next annual general meeting. On November 24, 2021, the Court extended the time period for holding the special meeting of Shareholders until January 20, 2022.

Pursuant to the orders of the Court, the Interim Directors have called the Meeting to elect Mr. Shawn Dang, Ms. Stephanie Ko and Mr. Wilson Tse Kin Lee to serve as directors of the Company until the Company’s next annual general meeting of Shareholders.

THE INTERIM DIRECTORS OF AGRIOS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ELECTION OF THE PROPOSED DIRECTORS OF AGRIOS.

The following sets forth the name, province and country of residence of each of the individuals proposed to be nominated for election as a director, their principal occupation, all other positions and offices with the Company held by them and the number of Common Shares that they have advised are beneficially owned or controlled or directed by them, directly or indirectly.

Each Interim Director elected will hold office until the next annual general meeting of the Company or until his successor is duly elected or appointed, unless his office is vacated prior to such meeting in accordance with the Company’s constating documents or the laws of the Company’s governing jurisdiction.

Name, Province and Country of Residence Mr. Shawn Dang British Columbia, Canada	Brief Biography and Positions Held Within the Past Five Years Mr. Dang graduated with a B.A. in economics and finance from the University of Waterloo in 2005 and is a certified Chartered Investment Manager. Mr. Dang has held a number of management positions in the cannabis and financial industries since his graduation, including: Chief Executive Officer of Marlee’s Den, a Canadian cannabis retail business (January 2019 to present); Founder of CannaCruiting Inc., a cannabis industry human resources and recruitment firm (January 2019 to present); Chairman and Chief Financial Officer of MMJ Canada, a cannabis retail business (March 2016 to October 2018).	Voting Securities Beneficially Owned or Controlled or Directed on December 1, 2021
		Nil

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Name, Province and Country of Residence Ms. Stephanie Ko Hong Kong, China Mr. Wilson Tse Kin Lee Dubai, United Arab Emirates	Brief Biography and Positions Held Within the Past Five Years Ms. Ko is qualified as a Type 1, 4 and 9 Licensed Representative of the Securities and Futures Commission of Hong Kong. Ms. Ko currently serves as a director of LQ Pacific Partners (since July 2020), a Hong Kong asset management firm, and has previously served as Senior Country Manager for Ava Science Limited (July 2019 to September 2019), a Swiss medical technology company, and a legal manager for Ogier Services (Asia) Limited, a company which established and structured offshore private equity, hedge and other types of hybrid investment fund structures. Ms. Ko hold a Master of Education from Harvard University, a Postgraduate Certificate in Laws from the University of Hong Kong and a Bachelor of Laws from the London School of Economics and Political Science. Mr. Lee has 15 years’ experience in corporate finance, direct investment and asset management, and has held a number of positions at financial institutions and within the investment industry, including: Chief Executive Officer of Liquid Value Asset Management HK (2021 to present) an asset management firm based in Hong Kong; Chief Executive Officer of GF Asset Management HK Ltd (2015-2019) an investment firm.	Voting Securities Beneficially Owned or Controlled or Directed on December 1, 2021
		Nil 1,279,000 Common Shares

Additional Information About the Proposed Directors

Except as described herein, none of the proposed directors is, or has been within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including Agrios) that: (i) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in each case for a period of thirty consecutive days, that was issued while the person was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to such an order that was issued after the person director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Mr. Wilson Tse Kin Lee was a director of the Company from September 1, 2020 until October 30, 2020. On September 15, 2020, the British Columbia Securities Commission (the “ BCSC ”) issued a temporary management cease trade order (the “ MCTO ”) against the Company as a result of a failure to file its annual audited financial statements for the year ended March 31, 2020, the accompanying management’s discussion and analysis and the related CEO and CFO certifications (collectively, the “ Annual Filings .”) On October 20, 2020, the BCSC revoked the MCTO and issued a cease trade order (the “ CTO ”) as a result of the Company’s failure to file the Annual Filings along with certain other continuous disclosure filings. As of December 7, 2021, the CTO is still in place.

None of the proposed directors is, or has been within ten years before the date of this Circular, a director or executive officer of any company (including Agrios) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

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None of the proposed directors has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

None of the proposed directors has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Advance Notice Provision

The Company’s Articles include advance notice provisions (the “ Advance Notice Provision ”). The Advance Notice Provision provides for advance notice to the Company in circumstances where nominations of persons for election to the Board of directors of the Company are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (“ BCBCA ”) or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA. The purpose of the Advance Notice Provision is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be in proper written form. The Advance Notice Provision also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director. The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision in the Company’s current Articles which were SEDAR filed under the Company’s profile on SEDAR at www.SEDAR.com.

Pursuant to the Advance Notice Provision, nominations of persons for election to the Board of directors of the Company, outside of the Company’s nominees, were due by November 22, 2021. As of the date of this Circular, no such nominations have been received by the Interim Directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, no "informed person" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ) of the Company, any proposed director or the Company, or any associate or affiliate of such persons, had any material interest in any transaction since the commencement of Agrios' most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

On September 18, 2020, the Company entered into a credit facility for up to US$3,500,000 (the " Credit Facility ") with JRV Finance and Lease, LLC (" JRV "). JRV is an affiliate of the Company's largest Shareholder J. F. Foster (" Mr. Foster "). The Credit Facility bears 18% interest per annum (computed on the basis of a 365-day year) and is secured against the Company’s Shelton Facility pursuant to a deed of trust, assignment of rents, security agreement, and fixture filing. Pursuant to the Credit Facility, the Company is required to make monthly payments to JRV in the amount of US$45,000 per month until completion and full operation of room 2 when the rate increases to US$62,000 per month, and US$75,000 per month upon completion and full operation of rooms 3 and 4.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

The Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Company at any time since the beginning of Agrios' last financial year, any proposed director for election as a director of Agrios or any associate or affiliate of any of the foregoing in respect of any matter to be acted upon at the Meeting, other than the election of directors.

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AUDIT COMMITTEE

National Instrument 52-110 Audit Committees (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

The Company previously adopted an Audit Committee Charter, which is attached as Schedule A to this Circular.

The Company does not currently have an audit committee, as a result of the resignation of each of its directors between May 11, 2020 and February 11, 2021. Upon election, the proposed directors intend to appoint an audit committee comprised of the proposed directors, or such other director as the proposed directors may appoint from time to time.

To the knowledge of the Interim Directors, since the commencement of the Company’s most recently completed financial year, the Company’s former audit committee had not made a recommendation to the board of directors of the Company (the “ Board ”) to nominate or compensate an external auditor that had not been adopted by the Board. To the knowledge of the Interim Directors, since the commencement of the Company’s most recently completed financial year, the Company has not relied on any exemption set out in NI 52-110.

The Company is a “venture issuer” as defined in NI 52-110 and is relying upon the exemption in s. 6.1 of NI 52-110 concerning Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

Agrios has not been billed any Audit Fees, Audit-Related Fees, Tax Fees or All Other Fees (as those terms are defined in Form 52-110F2 Disclosure by Venture Issuers in the last two fiscal years, as a result of the Company not having prepared audited financial statements in those years.

CORPORATE GOVERNANCE DISCLOSURE

If the proposed directors are elected, it is their intention to review the corporate governance practices of the Company to ensure mechanisms are in place to allow the Board to facilitate its exercise of independent supervision over management, ensure new Board members are oriented to the Company and are provided continuing education, ensure the Board encourages and promotes a culture of ethical business conduct, provide for new candidates to be identified for Board nomination, to ensure the equitable compensation of the directors and management and to ensure that the skills and qualifications of the Board are assessed regularly.

The Company currently does not have any board committees.

EXECUTIVE COMPENSATION DISCLOSURE

The Company currently has no management. The Interim Directors have been appointed by the Court for the purpose of holding a meeting of Shareholders to elect the proposed directors. Upon the election of the proposed directors by Shareholders, if elected, the proposed directors intend to assemble a management team to operate the Company going forward. In connection with appointing such management team, the proposed directors, in consultation with management, will formulate the Company’s executive compensation policies and structures, including with respect to the payment of salaries to management, the establishment of equity compensation programs and other similar compensation strategies.

Since their appointment by the Court, the Interim Directors have not received any compensation from the Company.

Stock Options and Other Compensation Securities

A. 10% “rolling” Share Option Plan

On November 8, 2019 the Board adopted a 10% rolling stock option plan, which was approved by Shareholders on Friday, December 20, 2019 (the “ Option Plan ”).

The Option Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Option Plan is administered by

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the Board and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Option Plan provides that the number of Common Shares issuable under the Option Plan may not exceed 10% of the total number of issued and outstanding Common Shares. The Option Plan is a “rolling plan” and therefore when Options are cancelled (whether or not upon exercise with respect to vested Options) or terminated, the Common Shares underlying such Options shall automatically be available for issuance pursuant to the Option Plan. All options under the Option Plan (“ Options ”) expire on a date not later than 10 years after the date of grant of an option.

Material Terms of the Option Plan

The following is a summary of the material terms of the Option Plan:

(a) Options granted under the Option Plan are non-assignable and non-transferable;
(b) an Option granted to any Option Holder (as defined in the Option Plan) will expire within 30 days after the date the Option Holder ceases to be employed by or provide services to the Company unless the Option Holder ceases to be hold such position as a result of (i) termination for cause; (ii) resigning his or her position; or (iii) an order made by any regulatory authority having jurisdiction to so order, in which case the expiry date is the date the Option Holder ceases to hold such position;
(c) if an Option Holder dies or if the employment or engagement of an Option Holder is terminated by the Company by reason of such Option Holder’s disability, any Options held by such Option Holder shall and shall be exercisable (by the personal representative in the case of the death of an Option Holder) on or before the date which is the earlier of one year following the date of death and the applicable expiry date;
(d) the exercise price of each Option will be set by the Board on the effective date of the Option and will not be less than the Market Value (as defined in the Option Plan);
(e) the vesting schedule for an option, if any, shall be determined by the Board and shall be set out in the Option Certificate (as defined in the Option Plan) issued in respect of the Option; and
(f) the Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Option Plan with respect all Options which have not yet been granted under the Option Plan.

B. 10% “rolling” Share Unit Plan

On November 8, 2019 the Board adopted a 10% rolling restricted share unit plan, which was approved by Shareholders on Friday, December 20, 2019 (the “ RSU Plan ”). The RSU Plan provides that the number of Common Shares issuable under the RSU Plan may not exceed 10% of the total number of issued and outstanding Common Shares. The RSU Plan is a “rolling plan” and therefore when RSUs are cancelled (whether or not upon payment with respect to vested RSUs) or terminated, the Common Shares underlying such RSUs shall automatically be available for issuance pursuant to the RSU Plan.

The RSU Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The RSU Plan is administered by the Board and provides that RSUs will be issued to directors, officers, employees or consultants of the Company or its related entities (“ Eligible Participants ”).

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10 -

Material Terms of the RSU Plan

The following is a summary of the material terms of the RSU Plan:

(a) RSUs awarded by the Board to Eligible Participants will be credited to an account (an “ Account ”) maintained for each such Eligible Participant on the books of the Company as of the award date;
(b) an Eligible Participant’s Account will be credited with additional RSUs (“ Dividend RSUs ”) as of each dividend payment date in respect of which cash dividends are paid on Common Shares, based on the actual amount of cash dividends that would have been paid to such Eligible Participant had he or she been holding such number of Common Shares equal to the number of RSUs credited to the Eligible Participant’s Account on the date on which the cash dividends are paid on the Common Shares and the market price of the Common Shares on the payment date.
(c) RSUs are not transferrable or assignable otherwise than by will or the laws of descent and distribution;
(d) generally if an Eligible Participant’s employment or service is terminated, or if the Eligible Participant resigns from employment with the Company, then all RSUs held by the Eligible Participant (whether vested or unvested) shall terminate automatically upon the termination of the Eligible Participant’s service or employment; and
(e) as a result of a Change of Control Event (as that term is defined in the RSU Plan), the Board may, in its discretion, without the necessity or requirement for the agreement or consent of any Eligible Participant, (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any RSU, (ii) permit the conditional settlement of any RSU, on such terms as it sees fit, (iii) otherwise amend or modify the terms of the RSU, including for greater certainty permitting Eligible Participants to settle any RSU, to assist Eligible Participants to tender the underlying Common Shares to, or participate in, the actual or potential Change of Control Event or to obtain the advantage of holding the underlying Common Shares during such Change of Control Event, and/or (iv) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the RSUs not settled prior to the successful completion of such Change of Control Event, including, without limitation, for no payment or other compensation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, to the best of the Interim Directors’ knowledge, its equity compensation plan information as at the end of the Company’s financial year ended March 31, 2021.

Plan Category	Number of securities to be issued upon exercise of outstanding options and RSUs	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by securityholders – 10% “rolling” Stock Option Plan	1,400,000	0.53	7,889,874
Equity compensation plans not approved by securityholders	N/A	N/A	N/A

51282215.4

- 11 -	- 11 -	- 11 -	- 11 -
Total	1,400,000	0.53	7,889,874

INDEBTEDNESS TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

There is no indebtedness of any current or former director (including the Interim Directors and their associates), executive officer or employee of the Company or any of its subsidiaries outstanding which is owing to the Company or any of its subsidiaries, or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

AUDITOR

The auditor of the Company is Manning Elliott LLP, Chartered Professional Accountants, of Suite 1700, 1030 West Georgia Street, Vancouver, British Columbia Canada V6E 2Y3. Manning Elliott LLP was appointed as the Company’s auditor on May 11, 2018.

OTHER MATTERS COMING BEFORE THE MEETING

Other than those referred to in the Notice of Meeting, the Interim Directors know of no other matters to come before the Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by the proxies solicited hereby will be voted on such matters in accordance with the discretion of the person voting such proxy.

APPROVAL

The contents and sending of this Circular was approved by the Board on December 7, 2021

51282215.4

Schedule A – Audit Committee Charter

See attached.

51282215.4

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Agrios Global Holdings Ltd. — Proxy Solicitation & Information Statement 2021

47544_rns_2021-12-10_4e51401b-6cb2-47d1-994f-dfea05ddc39e.pdf

AGRIOS GLOBAL HOLDINGS LTD.

WITH RESPECT TO THE

AGRIOS GLOBAL HOLDINGS LTD.

Notice of the Special Meeting of Shareholders to be held on January 6, 2022

THE INTERIM DIRECTORS OF AGRIOS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ELECTION OF THE PROPOSED DIRECTORS OF AGRIOS.

AGRIOS GLOBAL HOLDINGS LTD.

Information Circular

ATTENDING THE MEETING

VOTING AND PROXIES

Persons Making Solicitation of Proxies

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

Revocation of Proxies

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

MATTERS TO BE ACTED UPON AT THE MEETING

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

Background

THE INTERIM DIRECTORS OF AGRIOS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ELECTION OF THE PROPOSED DIRECTORS OF AGRIOS.

Additional Information About the Proposed Directors

Advance Notice Provision

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

AUDIT COMMITTEE

CORPORATE GOVERNANCE DISCLOSURE

EXECUTIVE COMPENSATION DISCLOSURE

Stock Options and Other Compensation Securities

A. 10% “rolling” Share Option Plan

Material Terms of the Option Plan

B. 10% “rolling” Share Unit Plan

Material Terms of the RSU Plan

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

AUDITOR

OTHER MATTERS COMING BEFORE THE MEETING

APPROVAL

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Delegation of Authority

De-Minimis Non-Audit Services

Pre-Approval Policies and Procedures

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More from Agrios Global Holdings Ltd.

Agrios Global Holdings Ltd. Proxy Solicitation & Information Statement 2021

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