ROMJ Rubicon Organics Inc

Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”), a licensed producer focused on cultivating and selling organic certified, premium cannabis, is pleased to announce the voting results from its Annual General and Special Meeting of the shareholders (the “Meeting”), held on December 13, 2022.

A total of 42,831,695 shares were represented in person or by proxy at the meeting, constituting approximately 76.38% of the Company’s total issued and outstanding Common Shares as of the record date.

Results of Annual General and Special Meeting

The following matters put forward before shareholders for consideration and approval as set out in Rubicon Organics’ management information circular dated November 8, 2022 (the “Circular”) were approved by the shareholders:

• Setting the number of directors of the Company at five;
• Electing Jesse McConnell, Margaret Brodie, John Pigott, David Donnan, and Melanie Ramsey as directors of the Company for the ensuing year until the next annual meeting of the Company; and

• Appointing PricewaterhouseCoopers LLP as the Company’s auditors for the ensuing year with the Company’s directors authorized to fix their remuneration.

An updated corporate presentation presented at the Meeting is available for viewing on Rubicon Organics’ website at www.rubiconorganics.com.

Leadership Announcements – Interim CEO & Board of Directors (the “Board”) Succession Planning

In August 2022, Jesse McConnell, Co-Founder and Chief Executive Officer (“CEO”) of Rubicon announced his resignation as CEO effective December 31, 2022. The Board has appointed Margaret Brodie, current Chief Financial Officer (“CFO”), to act as Interim CEO effective January 1, 2023. The Board continues its search of both internal and external candidates to lead the Company in driving forward its vision to be the “global brand leader in premium organic cannabis”.

Mr. McConnell has also announced his resignation from the Board effective December 13, 2022. The Board is actively searching for three new independent candidates to add to the Board and welcomes suggestions. The Board currently has four members and David Donnan acts as Lead Independent Director. The Board does not intend to appoint a Chair until new independent directors are appointed.

The Board would like to thank Jesse McConnell for his enormous contributions to Rubicon Organics. Mr. McConnell Co-Founded the Company in 2015 and with his passion, resilience and hard work has built Rubicon into Canada’s leading premium and organic cannabis Company. Mr. McConnell’s vision and leadership in the cannabis industry has helped to set the standard for the premium cannabis market.

“Building Rubicon Organics to this point has been a wonderful journey and I am extremely proud of the Company and its people. I’m looking forward to spending more time with my young family and am stepping away from Rubicon Organics with confidence of the team in place and current trajectory of business,” said Jesse McConnell, CEO.

ABOUT RUBICON ORGANICS INC.

Rubicon Organics Inc. is the global brand leader in premium organic cannabis products. The Company is vertically integrated through its wholly owned subsidiary Rubicon Holdings Corp, a licensed producer. Rubicon Organics is focused on achieving industry leading profitability through its premium cannabis flower, product innovation and brand portfolio management, including its flagship super-premium brand Simply Bare™ Organic, its premium flower and hash brand 1964 Supply Co.™, its premium concentrate brand LAB THEORY™, its mainstream brand Homestead Cannabis Supply™ and its topical brand Wildflower™.

The Company ensures the quality of its supply chain by cultivating, processing, branding and selling organic certified, sustainably produced, super-premium cannabis products from its state-of-the-art glass roofed facility located in Delta, BC, Canada.

CONTACT INFORMATION

Margaret BrodieChief Financial OfficerPhone: +1 (437) 929-1964Email: ir@rubiconorganics.com

The TSX Venture Exchange or its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) does not accept responsibility for the adequacy or accuracy of this press release.

Cautionary Statement Regarding Forward Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, statements regarding Rubicon Organics’ goal of achieving industry leading profitability are “forward-looking statements”. Forward-looking information can be identified by the use of words such as “will” or variations of such word or statements that certain actions, events or results “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. The forward-looking information in this press release is based upon certain assumptions that management considers reasonable in the circumstances, including the effective date of the resignation of the current CEO, the ability to attract and retain a new CEO and new independent directors, the impact on revenue of new products and brands entering the market, and the timing of achieving Adjusted EBITDA profitability and cash flow positive. Risks and uncertainties associated with the forward looking information in this press release include, among others, dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing federal, provincial, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits for construction at its facilities in a timely manner; regulatory or political change such as changes in applicable laws and regulations, including bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; Rubicon Organics’ limited operating history and lack of historical profits; reliance on management; the effect of capital market conditions and other factors on capital availability; the Company’s ability to attract and retain skilled staff; competition, including from more established or better financed competitors; the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers; and the effects of the COVID-19 pandemic. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although Rubicon Organics has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. Rubicon Organics assumes no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.