Cloudbreak Discovery PLC — AGM Information 2022

Mar 31, 2022

Notice of a General Meeting of Cloudbreak Discovery PLC to be held on 21 April 2022 at 520 – 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this document or the action you should take, you should immediately consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the UK or another appropriately authorised independent financial adviser who specialises in advising in connection with dealing in shares and other securities if you are in a territory outside the UK.

If you have sold or transferred all of your shares in the company, please send this document together with the accompanying documents immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of relevant laws. If you have sold or transferred part only of your holding of shares, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected.

Registered in England and Wales with Company Number 06275976 Registered Office: 6th Floor, 60 Gracechurch Street, London, EC3V 0HR

Samuel Anthony "Kyler" Hardy (Executive Chairman) Emma Kinder Priestley (Director) Andrew Male (Director)

31 March 2022

Dear Shareholder,

Notice of General Meeting

We are pleased to be writing to you with details of a general meeting (the "General Meeting") of Cloudbreak Discovery PLC (the "Company") which will be held on 21 April 2022 at 520 – 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2 10 am (PST) 6pm (GMT).

Shareholders will be aware that the Company recently completed a successful fundraising and as announced on 30 March 2022, the Company has elected to drawdown a tranche of £750,000 of the £10m equity drawdown facility pursuant to the agreement (the "Equity Drawdown Agreement") dated 16 February 2021 (as varied on 30 March 2022) entered into between the Company and Crescita Capital LLC ("Crescita Capital") (the details of which are set out in paragraph 12 of Part 1 and paragraph 11.4 of Part VIII of the prospectus published by the Company on 12 May 2021).

The Directors believe that additional funds will enable the Company to accelerate the development of the business and, subject to market conditions and to refreshing our headroom to issue shares, the Directors shall seek to raise further equity capital in the coming months. The Company is therefore seeking shareholder authority in order to allot shares for such further capital raises.

The formal notice of the General Meeting (the "Notice") is set out on page 5 of this document.

Explanation of the Resolutions

Resolution 1 is proposed as an ordinary resolution. This means that for this resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 2 is proposed as a special resolution. This means that for this resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1: Authority to allot

Under section 551 of the Companies Act 2006 (the "CA 2006"), the directors of the Company ("Directors") are prevented, subject to certain exceptions, from allotting equity securities without the authority of the shareholders in a general meeting.

This is an ordinary resolution granting general authority to the Directors to:

• (a) allot 38,771,694 ordinary shares of £0.001 in the capital of the Company ("Ordinary Shares") up to an aggregate nominal amount of £38,771.694 for the purposes of, or in connection with the exercise of rights pursuant to, the 24,121,694 outstanding and unexercised warrants previously issued by the Company and the 14,650,000 outstanding and unexercised options granted by the Company (together, the "Warrants and Options");
• (b) allot 269,600,000 Ordinary Shares up to an aggregate nominal amount of £269,600 for the purposes of, or in connection with the allotment and issuance of equity securities of the Company to Crescita Capital pursuant to the Equity Drawdown Agreement; and
• (c) allot 395,492,332 Ordinary Shares up to an aggregate nominal amount of £395,492.33, which is in addition to the authorities described in sub‐paragraphs (a) and (b) above,

with such authority to expire at the next annual general meeting of the Company after the passing of this Resolution.

Resolution 2: Disapplication of statutory pre‐emption rights

The CA 2006 requires that any equity securities issued for cash (other than pursuant to an employee share scheme) must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement.

This is a special resolution granting Directors with a general authority to:

• (a) allot equity securities of the Company in connection with the exercise of rights pursuant to the Warrants and Options up to an aggregate nominal amount equal to £38,771.694, as if section 561 of the CA 2006 did not apply to any such allotment;
• (b) allot equity securities of the Company in connection with the Equity Drawdown Agreement up to an aggregate nominal amount equal to £269,600, as if section 561 of the CA 2006 did not apply to any such allotment; and
• (c) to allot equity securities of the Company, in addition to the authorities being sought under sub‐paragraphs (a) and (b), up to a nominal amount of equity securities of the Company equal to £395,492.332, as if section 561 of the CA 2006 did not apply to any such allotment.

Form of Proxy

A Form of Proxy for the General Meeting is also enclosed. You are requested to complete and return the Form of Proxy in accordance with the instructions thereon so as to arrive as soon as possible at the offices of the Company's registrar, Share Registrars Limited, no later than 6pm (GMT) on 19 April 2022.

Recommendation

The Directors believe that the proposalsset out in thisletter are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of all the resolutions proposed, as they intend to do in respect of their own holdings.

Yours sincerely,

Samuel "Kyler" Hardy Chairman

Cloudbreak Discovery PLC

Cloudbreak Discovery PLC

Notice of General Meeting

NOTICE IS GIVEN that a General Meeting (the "Meeting") of Cloudbreak Discovery PLC (the "Company") will be held at 10 am (PST)6 pm (GMT) on 21 April 2022 to consider and if thought fit, passthe following Resolutions. Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution.

ORDINARY RESOLUTION:

• 1. THAT, in substitution for any existing and unexercised authorities, the directors of the Company (the "Directors") be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "CA 2006") to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £703,864.026 provided this authority shall be limited to:
  2. (a) the allotment of 38,771,694 new ordinary shares of £0.001 in the capital of the Company ("Ordinary Shares") with an aggregate nominal value of £38,771.694 for the purposes of, or in connection with the exercise of rights pursuant to the 24,121,694 outstanding and unexercised warrants previously issued by the Company and the 14,650,000 outstanding and unexercised options granted by the Company (together, the "Warrants and Options");
  3. (b) the allotment of 269,600,000 new Ordinary Shares with an aggregate nominal value of £269,600 for the purposes of, or in connection with the allotment of equity securities of the Company to Crescita Capital LLC pursuant to the equity drawdown agreement for up to £10 million dated 16 February 2021 and as varied on 30 March 2022 entered into between the Company and Crescita Capital LLC; and
  4. (c) the allotment of up to a further 395,492,332 new Ordinary Shares with an aggregate nominal value of £395,492.332.

The authorities conferred by this Resolution shall expire at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in general meeting), provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred hereby has expired (and in this Resolution the expression "relevant securities" and reference to the allotment of relevant securities shall bear the same respective meanings as in section 551 of the CA 2006).

SPECIAL RESOLUTION:

1. THAT, in substitution for any existing and unexercised authorities, the Directors be and they are hereby empowered pursuant to section 570 of the CA 2006 to allot equity securities for cash pursuant to the authority conferred by Resolution 1 above or by way of sale of treasury shares as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall be limited to:

2. (a) the allotment of equity securities up to an aggregate nominal amount of £38,771.694 pursuant to paragraph (a) of Resolution 1 above;

3. (b) the allotment of equity securities up to an aggregate nominal amount of £269,600 pursuant to paragraph (b) of Resolution 1 above; and
4. (c) the allotment of equity securities (otherwise than in sub‐paragraphs 2(a) and (b) above) to any person or persons up to an aggregate nominal amount of £395,492.332,

provided that the authorities conferred by this Resolution shall expire at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company), save that the Company may, before the expiry of the authorities conferred by this Resolution 2, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 2 expired and that all previous authorities undersection 561 of the CA 2006 be and they are hereby revoked (and in this resolution the expression "equity securities" and references to the "allotment of equity securities" shall bear the same respective meaning as in section 560(1) of the CA 2006).

By Order of the Board

Registered Office 6th Floor, 60 Gracechurch Street London EC3V 0HR

Samuel "Kyler" Hardy Chairman 31 March 2022

Notes to the notice of the GM

The following notes explain your general rights as a shareholder and your right to vote at this GM or to appoint someone else to vote on your behalf.

Entitlement to attend and vote

1. Only those members holding Ordinary Shares on the Company's register of members at 6pm (GMT) on 19 April 2022 shall be entitled to attend and vote at the General Meeting.

Appointment of proxies

• 1. Shareholders are encouraged to appoint the Chair of the General Meeting as their proxy to exercise all or part of their rights to vote on their behalf at the General Meeting. In the case of joint holders, where more than one of the joint holders purportsto appoint a proxy, only the appointmentsubmitted by the mostsenior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Membersin respect of the joint holding (the first named being the mostsenior).
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

Appointment of proxy using hard copy form of proxy

• 1. The notes to the Form of Proxy explain how to direct your proxy how to vote on each resolution or withhold their vote.
• 1. To appoint a proxy using the Form of Proxy, the form must be:
  2. a. completed and signed;
  3. b. emailed or posted to Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XXor voting@shareregistrars.uk.com; and
  4. c. received by Share Registrars Limited no later than 6pm (GMT) on 19 April 2022.
• 1. In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
• 1. Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.

Changing proxy instructions

• 1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut‐off time will be disregarded.
• 1. Where you have appointed a proxy using the hard‐copy Form of Proxy and would like to change the instructions using another hard‐copy Form of Proxy, please contact Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XX.
• 1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

• 1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XXIn the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Share Registrars Limited no later than 6pm (GMT) on 19 April 2022.
• 1. If you attempt to revoke your proxy appointment but the revocation isreceived after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Issued shares and total voting rights

1. As at 31 March 2022, the Company's issued share capital comprised 482,574,200 Ordinary Shares and 18,995,000 deferred shares of £0.009. Each Ordinary Share carries the right to one vote at a general meeting of the Company therefore, the total number of voting rights in the Company on 31 March 2022 is 482,574,200. The deferred shares do not carry any rights to vote receive notice or to attend or vote at a general meeting.

Questions

1. Under section 319A of the CA 2006, the Company must answer any question you ask relating to the business being dealt with at the General Meeting unless: (a) answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

Inspection of documents

1. The articles of association will be available for inspection at the place of the meeting prior to and during the General Meeting.

Communication

1. You may not use any electronic address (within the meaning of Section 333(4) of the CA 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.