Rubicon Organics : 2023 AIF

Rubicon Organics Inc.

ANNUALINFORMATIONFORM

FOR THE YEAR ENDED DECEMBER 31, 2022

DATED AS OF MARCH 31, 2023

ANNUAL INFORMATION FORM

In this annual information form (this “AIF“), unless otherwise noted or the context indicates otherwise, the terms “Company,” “Rubicon Organics“, “we“, “our” and “us” refer to Rubicon Organics Inc. and its direct and indirect subsidiaries and the terms “cannabis“, “CBD“, “client“, “license” and “THC” have the meanings given to such terms in the Cannabis Act (Canada) (the “Cannabis Act“) and the regulations made under the Cannabis Act (the “Cannabis Regulations“). All financial information in this AIF is prepared in Canadian dollars, except as otherwise indicated, and is prepared in accordance with International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board.

FORWARD-LOOKING INFORMATION

This AIF contains “forward-looking information” and “forward-looking statements” (collectively, “forward-lookingstatements“) which are based upon the Company’s current internal expectations, estimates, projections, assumptions, and beliefs. Such statements can be identified by the use of forward-looking terminology such as “believe”, “expects”, “likely”, “may”, “will”, “should”, “intend”, “anticipate”, “plan”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Such forward-looking statements are made as of the date of this AIF. Forward-looking statements in this AIF include, but are not limited to, statements with respect to the Company’s:

• expectations regarding its revenue, expenses and operations;
• anticipated cash needs and its needs for additional financing;
• intention to grow the business and its operations;
• expectations with respect to future production, development costs, and capacity;
• expectations with respect to the approval and/or retention of the Company’s licenses and compliance with regulatory requirements;
• expectations with respect to the future growth of the Company’s cannabis products, including delivery mechanisms;
• competitive position and the regulatory environment in which the Company operates;
• expected business objectives for the next 12 months, including optimizing quality and yield, improving product mix to maximize gross margin, and driving cost efficiencies throughout the organization;
• ability to obtain additional funds through the sale of equity or debt commitments;
• ability to attract new customers and retain existing customers;
• ability to attract, hire and retain employees;
• ability to retain organic certification in Canada;
• belief that organic products will command a higher price in the marketplace;
• commentary related to general economic and political conditions;
• ability to obtain new strains;
• medical benefits, viability, safety, efficacy and social acceptance of cannabis;
• anticipated trends and challenges in the industry;
• business and the markets in which it operates;
• anticipated effectiveness regarding approach to risk-mitigation, business continuity planning and supply chain management and to increased hygiene protocols in response to COVID-19; and
• anticipated success of any future outdoor grow program;

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Forward-looking statements contained in certain documents incorporated by reference into this AIF are based on the key assumptions described in such documents. Certain of the forward-looking statements contained herein concerning the cannabis industry and the general expectations of the Company concerning the cannabis industry and concerning the Company are based on estimates prepared by the Company using data from publicly available governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the cannabis industry involves risks and uncertainties and is subject to change based on various factors.

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments, and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward-looking statements included in this AIF, the Company has made various material assumptions, including but not limited to (i) obtaining the necessary regulatory approvals; (ii) that regulatory approvals will be maintained; (iii) general business and economic conditions; (iv) the Company’s ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms;

1. the Company’s ability to attract and retain skilled staff; (vii) market competition; (viii) the products and technology offered by the Company’s competitors; and (ix) that the Company’s current good relationships with its suppliers, service providers and other third parties will be maintained. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, investors should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Risk Factors”, which include:
2. • the Challenging Global Financial Conditions due to events like the COVID-19 pandemic, the Russian invasion of Ukraine, recession and high inflationary environment;
   • the Company has a limited operating history, a history of losses and the Company cannot assure profitability;
   • there is uncertainty about the Company’s ability to continue as a going concern;
   • there is no assurance that the Company will maintain profitability or pay dividends;
   • there are no assurances the Company’s sales channels will remain accessible or that distributors will keep the Company’s product listings, which if lost will impact the Company’s ability to generate revenue;
   • the Company’s actual financial position and results of operations may differ materially from the expectations of the Company’s management;
   • the Company expects to incur significant ongoing costs and obligations relating to its investment in infrastructure, growth, regulatory compliance and operations;
   • the Company is reliant on a loan secured against the Delta Facility which matures on December 31, 2024, and must be repaid by a combination of operating cash flows and refinancing. There can be no certainty that such refinancing will be available at terms acceptable to the Company, or at all;
   • the optimization of the Delta Facility is subject to various potential problems and uncertainties and such optimization may be delayed or adversely affected by a number of factors beyond the Company’s control;
   • there are factors which may prevent the Company from the realization of growth targets;
   • there can be no guarantee that Health Canada will extend or renew the licenses or that, if extended or renewed, the licenses will be extended or renewed on the same or similar terms, which could materially and adversely affect the business;
   • the Company is subject to changes in laws regulations and guidelines which could adversely affect the Company’s future business, financial condition and results of operations;
   • a failure to identify the appropriate inputs and estimate the fair value of cannabis plants could result in material adjustments to the Company’s results of operations;
   • the Company may not be able to develop its products, which could prevent it from ever becoming profitable;

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• failure to maintain the organic certification may have an adverse effect on the market price of the Company’s products;
• a failure to meet and maintain international regulations and certifications, including EU-GMP certification, for the export of cannabis products may impact the results of operations and financial condition of the Company;
• the Company may not be able to maintain its TSX-V listing requirements, which could adversely impact the results of the Company’s operations or its financial condition;
• the Company may be unable to adequately protect its proprietary and intellectual property rights;
• the Company may be forced to litigate to defend its intellectual property rights, or to defend claims by third parties against the Company relating to intellectual property rights;
• the Company may become subject to litigation, including for possible product liability claims, which may have a material adverse effect on the Company’s reputation, business, results from operations and financial condition;
• the Company’s operations are subject to environmental regulation in the jurisdictions in which it operates;
• the Company faces competition from other companies that have a higher capitalization and may have more experienced management or may be more mature as a business;
• if the Company is unable to attract and retain key personnel, it may not be able to compete effectively in the cannabis market;
• the size of the Company’s target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data;
• the Company’s industry is experiencing rapid growth and consolidation that may cause the Company to lose key relationships and intensify competition;
• the Company may continue to sell securities for cash to fund operations, capital expansion, mergers and acquisitions which will dilute the current shareholders;
• the Company currently has insurance coverage; however, because the Company operates within the cannabis industry and due to other issues arising in the insurance market, there are additional difficulties, complexities, and costs associated with maintaining such insurance coverage;
• obtaining new strains and developing new product offerings may not be successful or aligned to consumer demands;
• the cultivation of cannabis includes risks inherent in an agricultural business including the risk of crop loss, sudden changes in environmental conditions, equipment failure, product recalls and others;
• the cultivation of cannabis involves a reliance on third party transportation which could result in supply delays, reliability of delivery and other related risks;
• the Company may be subject to product recalls for product defects self-imposed or imposed by regulators;
• the Company is reliant on key inputs, such as water and utilities, and any interruption of these services could have a material adverse effect on the Company’s finances and operational results;
• the expansion of the medical cannabis industry may require new clinical research into effective medical therapies, when such research is new to Canada and has been restricted in some international jurisdictions;
• under Canadian regulations, a licensed producer of cannabis has restrictions on the type and form of marketing it can undertake which could materially impact sales performance;
• the Company could be liable or face regulatory action for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims against the Company;
• the Company will be reliant on information technology systems and may be subject to damaging cyber-attacks;
• the Company may be subject to breaches of security at its facilities, or in respect of electronic documents and data storage, and may face risks related to breaches of applicable privacy laws;
• the Company’s officers and directors may be engaged in a range of business activities resulting in conflicts of interest;
• we intend to further expand our business and operations into jurisdictions outside of Canada, and there are risks associated with doing so;
• changes in the public’s perception of medical and/or adult-use cannabis could increase future regulation;
• in certain circumstances, the Company’s reputation could be damaged;
• the Company targets, among other segments, the premium adult-use cannabis market, which may not materialize, or in which the Company may not be able to develop or maintain a brand that attracts or retains customers;
• necessary security clearances take time to obtain and may impact the Company’s ability to attract and retain board members and officers;
• the Company may not be able to enforce its legal rights;

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