CubicFarm Systems Corp. — Proxy Solicitation & Information Statement 2024

Dec 12, 2024

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 January 10, 2025 at 11 a.m. (Pacific Time) virtually via teleconference using the Accutel meeting platform by dialing (+1) 888 886 7786 for the following purposes:

1. To receive the financial statements of the Company for the financial year ended December 31, 2023;
2. To set the number of directors of the Company at four (4);
3. To elect four (4) directors of the Company for the ensuing year;
4. To ratify the appointment of MSLL CPA LLP, Chartered Professional Accountants, as auditor for the Company for the financial year ended December 31, 2023;
5. To re-appoint MSLL CPA LLP, Chartered Professional Accountants, as auditor for the Company for the ensuing financial year, or until their successors are sooner appointed, at a renumeration to be fixed by the Board;
6. To approve, by ordinary resolution, amendments to the Company’s stock option plan, as more particularly described in the Circular; and
7. 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.

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 the Accutel meeting platform by dialing (+1) 888 886 7786. Non-registered Shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the virtual platform. Guests, including non-registered Shareholders who have not duly appointed themselves or a third party as proxyholder, can dial into the Meeting as a guest. Guests may 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 3rd Floor, 510 Burrard Street, Vancouver, British Columbia

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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 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 13th day of November, 2024.

BY ORDER OF THE BOARD

(signed) Daniel Burns

Daniel Burns
Chairman