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CubicFarm Systems Corp. AGM Information 2021

May 25, 2021

47769_rns_2021-05-25_294eaead-2852-4adf-aad5-f2c49f2012e1.pdf

AGM Information

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CUBICFARM SYSTEMS CORP.

(the “Company”)

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (“Notice of Meeting”)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders (“ Shareholders ”) of the Company (the “ Meeting ”) will be held on June 17, 2021 at 10:00 a.m. (Pacific Time) virtually via live webcast using the Accutel and Cisco Webex meeting platform by dialing (+1) 888 886 7786 and logging into the URL at https://accutel.webex.com/accutel/j.php?MTID=m791be860829c6642fe698fcaba04be31 for the following purposes:

  1. To receive the financial statements of the Company for the financial year ended December 31, 2020;

  2. To set the number of directors of the Company at seven (7);

  3. To elect seven (7) directors of the Company for the ensuing year;

  4. To appoint KPMG LLP, Chartered Accountants, as the Company’s Auditors for the ensuing financial year and to authorize the directors to fix the remuneration of the Auditors;

  5. To approve an amendment to the Company’s stock option plan to increase the fixed number of shares that may be issued upon the exercise of all options granted under the stock option plan, as more particularly described in the Circular; and

  6. To transact other business as may properly come before the Meeting.

Accompanying this Notice of Meeting are: (1) an Information Circular, which provides additional information relating to the matters to be dealt with at the Meeting; (2) a form of proxy or voting instruction form (“ VIF ”) (including a financial statement request form for use by Shareholders who wish to receive the Company’s future annual and/or interim financial statements and related management’s discussion and analysis); and (3) a return envelope for use by the Shareholders to send in their proxy or VIF.

In order to proactively deal with the unprecedented public health impact of COVID-19 and mitigate risks to the health and safety of our communities, Shareholders, and other stakeholders, and ensure compliance with local laws or orders restricting the size of public gatherings in response to COVID-19, the Company will be convening and conducting a virtual Meeting.

Shareholders will not be able to attend the Meeting in person. At the virtual Meeting, registered Shareholders and duly appointed proxyholders, including non-registered Shareholders who have duly appointed themselves or a third-party as proxyholder, regardless of geographic location and equity ownership, will have an equal opportunity to participate, to ask questions, and vote, all in real time, at the Meeting through an online portal. Non-registered Shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live webcast. Guests, including non-registered Shareholders who have not duly appointed themselves or a third party as proxyholder, can log into the virtual Meeting as a guest. Guests may watch and listen to the Meeting but will not be entitled to vote or ask questions during the Meeting.

Shareholders who cannot attend the virtual Meeting may vote by proxy if a registered Shareholder or provide voting instructions if a non-registered Shareholder. If you are a registered Shareholder and are unable to attend the virtual Meeting, please complete, date and sign the accompanying form of proxy and deposit it with Computershare Investor Services Inc., by mail to 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 or hand deliver to 3[rd] Floor, 510 Burrard Street, Vancouver, British Columbia by June 15, 2021 at 10:00 a.m. (Pacific Time) or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting.

If you are a non-registered Shareholder and a non-objecting beneficial owner, and receive a VIF from Computershare, please complete and return the form in accordance with the instructions. If you do not complete and return the form in accordance with such instructions, you may lose your right to vote at the Meeting, either in person or by proxy.

If you are a non-registered Shareholder and an objecting beneficial owner and 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. If you do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting, either in person or by proxy.

DATED at Langley, British Columbia, this 17[th] day of May, 2021.

BY ORDER OF THE BOARD

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David Dinesen Chief Executive Officer