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Annual General and Special Meeting July 31, 2025 TSXV: ROMJ OTCQX: ROMJF 1
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Annual General & Special Meeting Rubicon Organics’ Annual General Meeting of shareholders is held today for the following purposes: − to receive the audited financial statements of the Company for the financial year ended December 31, 2024, together with the report of the Company’s auditors thereon; − to set the number of directors of the Company at eight (8); − to elect directors of the Company for the ensuing year; − to appoint PricewaterhouseCoopers LLP as the Company’s auditors for the ensuing year and to authorize the directors to fix the auditors’ remuneration; − to consider and, if thought appropriate, pass an ordinary resolution to approve an amendment to the Omnibus Equity Incentive Plan (the “Omnibus Equity Incentive Plan”) of the Company such that 8,960,179 Common Shares shall be reserved for issuance thereunder, as more particularly described in the accompanying information circular (the “Circular”); and − to transact such other business as may properly come before the Meeting or any adjournment thereof. July 31st, 2025 – Terminal City Club, 837 West Hastings Street, Vancouver
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CANADA’S LEADING HOUSE OF PREMIUM BRANDS TSXV: ROMJ OTCQX: ROMJF 2025 AGM PRESENTATION July 31, 2025
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DISCLAIMER This presentation is not, and under no circumstances is to be construed as, a prospectus, or advertisement or a public offering of securities of Rubicon Organics Inc. (“Rubicon Organics" or the "Company"). This presentation 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. Risks and uncertainties associated with the forward looking information include, among others, information or statements concerning the Company’s expectations of financial resources availability to fund operations; Rubicon Organics' limited operating history and lack of historical profits; obtaining the necessary regulatory approvals; that regulatory requirements will be maintained; general business and economic conditions; the Company’s ability to successfully execute its plans and intentions; the Company’s ability to obtain financing at reasonable terms though the sale of equity and/or debt commitments; the Company’s ability to attract and retain skilled staff; market competition; the products and technology offered by the Company’s competitors; that our current good relationships with our suppliers, service providers and other third parties will be maintained; and those factors identified under the heading “Risk Factors” in Rubicon Organic’s annual information dated April 1, 2025 filed with Canadian provincial securities regulatory authorities. 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. We have made numerous assumptions about the forward-looking statements and information contained herein, including among other things, assumptions about: optimizing yield, achieving revenue growth, increasing gross profit, operating cashflow and Adjusted EBITDA profitability. Even though the management of Rubicon Organics believes that the assumptions made, and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. Investors are cautioned against undue reliance on forward-looking statements or information. Forward-looking statements and information are designed to help readers understand management's current views of our near- and longer- term prospects and may not be appropriate for other purposes. Rubicon Organics assumes no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, changes in assumptions, new information or for any other reason except as required by law. This presentation contains information obtained by the Company from third parties, including but not limited to market data. The Company believes such information to be accurate but has not independently verified such information. To the extent such information is obtained from third party sources, there is a risk that the assumptions made, and conclusions drawn by the Company based on such representations are not accurate. An investment in the Company is speculative and involves substantial risk and is only suitable for investors that understand the potential consequences and are able to bear the risk of losing their entire investment. The Company is in the early stage of development and has a limited operational history, making it difficult to accurately predict business operations. The Company has limited resources and may run out of capital prior to becoming profitable. The Company may fail, and investors may lose their entire investment. An investment in the Company may have tax consequences to the investor. The Company assumes no responsibility for the tax consequences of any investment. Investors should confer with their own tax advisors regarding an investment in the Company. The production, packaging, labelling, handling, distribution, importation, exportation, licensing, sale and storage of cannabis products are affected by extensive laws, governmental regulations, administrative determinations and similar constraints which are beyond the Company’s control. There can be no assurance that the Company is or will be in compliance with all of these laws, regulations, determinations and other constraints. Failure to comply with these laws, regulations, determinations and other constraints or new laws, regulations, determinations or constraints could lead to the imposition of significant penalties or claims and could negatively impact the Company’s business. In addition, the adoption of new laws, regulations, determinations other constraints or changes in the interpretations of such requirements may result in significant compliance costs. This may have a material adverse effect on the Company’s business, results of operations, cash flows and financial condition. Figures are presented in Canadian dollars, unless otherwise noted. Non-GAAP Measures Adjusted EBITDA is a non-GAAP measure used by management that is not defined by IFRS and may not be comparable to similar measures presented by other companies. Adjusted EBITDA is calculated as earnings (losses) from operations before interest, tax, depreciation and amortization, share-based compensation expense, and fair value changes. Management believes that these non-GAAP measures are useful indicators of operating performance and are specifically used by management to assess the financial and operational performance of the Company. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The Adjusted EBITDA disclosed within this presentation and within the earnings press release of Rubicon Organics dated May 27, 2025 are explained in the Company’s Management Discussion & Analysis report for the three months ended March 31, 2025 filed with Canadian securities regulators, which can be accessed at www.sedarplus.ca. P 4
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ELEVATED EXPERIENCES. P 3
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OUR VISION To be the most trusted, premium global leader in cannabis. OUR MISSION To elevate experiences through trusted cannabis brands with industry leading quality and world class genetics. Dedicated to quality and innovation, ensuring that every interaction reflects our commitment to excellence. P 6
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P 4 P 5 #1 premium1 licensed producer in Canada Portfolio of premium brands Productsin key categories designed for premium cannabis consumers Two facilities located in British Columbia Production capacity: 15,500 kgs premium flower Experienced management and board of directors with a balance of CPG leadership and legacy experience Q1 2025 Net Revenue $12.4M (+39% YOY) Four consecutive quarters of positive Adjusted EBITDA3 WHO IS RUBICON? 1.Hifyre data for premium products for Ontario, British Columbia, Quebec and Alberta for the three months ended March 31, 2025. 2.Facility acquired in June 2025 awaiting licensing. 3.Adjusted EBITDA is a non-GAAP measure that is calculated as earnings (losses) from operations before interest, tax, depreciation and amortization, share-based compensation expense, and fair value changes.
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LEADERSHIP TEAM INDEPENDENT DIRECTORS Len Boggio Chair 40+ years as auditor, advisor, and independent director of public, private, and government corporations Former Partner at PwC Doris Bitz Director 30+ years building, scaling, and growing companies in food, CPG, and Manufacturing Retired President of Dessert Holdings P 8 Michael Detlefsen Director 30+ years in corporate strategy and executive management, agriculture & manufacturing Managing Director at Pomegranate Capital Ian Gordon Director 35+ years in sales, marketing, innovation, and development in CPG Retired of Senior Vice President Loblaws John Pigottt Director 35+ years in food and beverage CEO of Morrison Lamothe Inc. and Former CEO of Club Coffee Karen Proud Director 20+ years experience in government relations, policy development, and regulatory and legislative affairs. President & Adjudicator, Office of the Grocery Sector Code of Conduct Jesse McConnell Director and Insider Co-Founder of Rubicon Organics. Co- Founder of Whistler Medical Cannabis (acquired by Aurora) with 20+ years in cannabis industry Margaret Brodie, CPA, CA Chief Executive Officer & Director 20+ years in finance Over10 years in cannabis industry. 10 years with KPMG & experienced CFO of public companies Glen Ibbott Interim Chief Financial Officer 25+ years in publicly-traded life sciences and cannabis companies Former CFO at Aurora Cannabis Mathieu Aubin VP of Marketing & New Business 15+ years in highly regulated CPG companies Former Marketing Director at Northam Beverages and over a decade of experience at Sleeman Breweries Tyler Perkins VP Operations 6+ years in the cannabis industry With Rubicon since inception in multiple areas of the business including operations, quality assurance, regulatory affairs and compliance. Melanie Ramsey Chief Operating Officer 25+ years in brand development & innovation Former Senior Executive of Diageo & Beiersdorf Monika Mascitti VP People 20+ years in recruitment & HR Experienced in helping start ups scale quickly while maintaining company culture Chris Still VP of Sales 20+ years in retail, CPG, and DSD Over a decade in leadership roles at PepsiCo before navigating early days of cannabis legalization in Canada at Tilray Mikhael Ramberg Cannabis Counsel 20+ years in the cannabis industry Has helped see the industry evolve through legalization, consulting with top brands while becoming an innovator in the solventless extraction space.
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P 7 Q1 2025 HIGHLIGHTS 6.0% Premium Market Share1 $12.4 million Net Revenue Q1 2025 39% Net Revenue Growth Q1 2025 over Q1 2024 27% Premium Edibles Market Share2 27% Topical Market Share2 #2 Resin Vape in Sales3 #1 PREMIUM LP1 1: Hifyre data for premium products for Ontario, British Columbia, Quebec and Alberta for the three months ended March 31, 2025. 2: Hifyre data for topical products and premium edibles covering three months ended March 31, 2025 3: Hifyre data for live resin vapes products covering three months ended March 31, 2024. $4.5 million Private Placement
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Q1 2025 SELECTED FINANCIAL INFORMATION $11.4M $8.9M $2.2M 25% ($0.4M) $1.7M ($1.2M) ($0.9M) Q1 2024 FOR THE 3 MONTHS ENDING MARCH 31, 2025 $16.1M Total Revenue $12.4M Net Revenue $3.8M GP Before FV Adjustments 31% Gross Margin $0.7M Adjusted EBITDA $0.1M Net Loss from Operations ($1.7M) Free Cashflow ($1.0M) Operating Cash Flow $7.8M Cash On Hand $20.1M Working Capital DEBT: Q4 2024, RUBICON CLOSED $10M IN CREDIT AGREEMENTS FOR 5 YEARS (10 YEAR AMORTIZATION) AT 6.75% ANNUAL INTEREST Adjusted EBITDA is a non- GAAP measure that is calculated as earnings (losses) from operations before interest, tax, depreciation and amortization, share-based compensation expense, and fair value changes. P 10
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CANADA’S LEADING HOUSE OF PREMIUM BRANDS Simply Bare is crafted to respect the land it was grown in. Always certified organic and handled with utmost care. For Simply Bare, we pheno hunt exotic genetics that are award winning cuts with unique flavour profiles. Simply Bare is the super premium, highest quality option for the discerning consumer. 1964, is all about delivering genuine, quality cannabis that evokes the good times, just the way it used to be. 1964, is designed to offer its consumers the best cuts of classic legacy genetics. 1964 shows cannabis how it’s meant to be enjoyed—casual and without shame. Inspired by the rebellious, carefree vibes of 1964. Wildflower mission is to connect people with the healing power of plants. Wildflower has built a wellness portfolio of products designed to help with pain, sleep and anxiety issues. These products are crafted with a combination of CBD, THC, CBN and CBG to aid in the relief of the daily wellness routines. SIMPLY BARE ORGANIC 1964 SUPPLY CO WILDFLOWER HOMESTEAD CANNABIS SUPPLY Homestead delivers uncomplicated, consistent cannabis at a competitive price. Quality products that fit the budget without cutting corners, providing consumers what they desire at a fair price. P 11
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P 10 LEADING QUALITY CAPTURING MARKET SHARE 1.Hifyre 2025 (National, ALB, QC) , OCS / BCSS Wholesale Data 2: Hifyre data for premium products for Ontario, British Columbia, Quebec and Alberta for the three months ended March 31, 2025. 3: Hifyre data for topical products and premium edibles covering three months ended March 31, 2025 4: Hifyre data for live resin vapes products covering three months ended March 31, 2025. 5.Brightfield Group Canada Budtender Study 2023 and 2024 6. Grow Up Awards 2025 #1 PREMIUM PRODUCER2 CANADA’S #1 PREMIUM EDIBLE3 CANADA’S #1 TOPICAL3 CANADA’S #2 RESIN VAPE4 11 KIND AWARDS WON IN 2024 2 OF TOP 5 FAVOURITE BUDTENDER BRANDS5 Q1 2025 Q1 2024 CHANGE Flower & Pre- Rolls 2.0% 2.0% 0% Edibles 3.4% 2.4% 46% Resin Vapes 14.7% 0% New Topicals 26.6% 30.1% (12%) Premium Edibles 26.7% 22.8% 17% RETAILMARKET GROWTHSHARE1 Q1 2025 Q1 2024 National 2.1% 1.7% 25% MARKET SHARE ($) STANDARD PRODUCER OF THE YEAR 20256
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LEGAL CANNABIS MARKET IN CANADA ESTIMATED TO REACH CAD $7.4B BY 2030 $2.6 $5.2 $3.8 $5.6 $6.6 $4.5 $5.9 $7.0 $5.2 $6.3 $7.4 RECREATIONAL CANNABIS SALES ($BN) 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 EST. NATIONAL SALES ATBe FORECAST - CURRENT StatsCan, ATB Capital Markets • Rubicon’s growth is outpacing the Canadian industry • Increased capacity with planned Hope acquisition; supports continued strong performance • International selling opportunities will open new markets for Rubicon’s premium brands $10 $90 $80 $70 $60 $50 $40 $30 $20 $10 $0 P 13
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P 12 KEY GROWTH DRIVERS Rubicon (+25% YOY1) is outpacing the Canadian industry growth overall (-1% YOY1) Incremental biomass capacity secured through planned Hope acquisition (40% increased capacity) and multiple, long- term 3rd party supply agreements Our edibles portfolio is growing at 21% YOY1 Growing our share of the growing vapes category; 14.7%2 national market share, #2 resin vape2 and 52% distribution since launch Launched 12 new genetics in the past 12 months 1st international test shipment in 2025; opening new route- to-market for future growth 2025 focus on cost savings initiatives to drive incremental gross profit. 1.Hifyre data, 2025, all provinces, all price tiers 2. Hifyre data for live resinvapes products covering three months ended March 31, 2025. $40.2 M $41.0 M $44.5 M $48.7 M $52.2 M $13.3 M $12.3 M $13.4 M $15.3 M $16.9 M Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Net Revenue and Gross Profit for the 12 months ended: Net revenue Gross Profit before fair value adjustments
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2025 ALL IN ONE VAPE LAUNCH All In One (AIO) vape is the fastest growing key segment in vapes Initial launch strain of our top selling & award winning 1964 Supply Co. strain “Comatose” Now launched in BC & Ontario Expect total of 4 AIO SKU’s in market by end of year P 13
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INCREASING CAPACITYTO FILL OUR DEMAND DELTAFACILITY 125,000 squarefoot hybrid organic greenhouse 5 large independent flowering compartments + 1large nursery Dedicated packaging and processing rooms Dedicated extraction space Capacity of 11,000kg HOPE FACILITY 47,500squarefoot premium indoor cultivation facility 27 independent flowering rooms 1 st licensed facility in British Columbia Dedicated processing rooms Capacity of 4,500kg Facility purchased June 2025. Purchase price $4.5M Awaiting licensing from Health Canada P 16
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CANADIAN MARKETPAST,PRESENT& FUTURE CANNABIS QUALITY • POOR • STABILIZATION • IMPROVED PRODUCT PORTFOLIOS • SCATTEREDAPPROACH • PROVINCIAL BOARDS TIGHTENING OFFERINGS • LIST PRODUCTS THAT SELL AND SUPPLIER SCORING • QUALITY TO PRICE DRIVING SALES • BRAND PROMISES BEGINNING TO EMERGE• NO BRAND POWER • LIST PRODUCTS OFFERED BYLICENSED PRODUCERS • POOR QUALITY TO PRICE PUSHED CONSUMERS BACK TO LEGACYMARKET • CPG PORTFOLIO MANAGEMENT • HIGH BARRIERS FOR NEW ENTRANTS • BRAND ASSOCIATED QUALITY EXPECTATIONS • BRAND POWER AND TRUST PROVINCIAL DISTRIBUTORS CONSUMER SATISFACTION BRAND POWER LEGALIZATION (2018 TO 2024) CURRENT STATE 2-5 YEARS • LP’S & BRANDS EXITING CANADIAN MARKET SELLING TO INTERNATIONAL MARKETS • UNBRANDED LP’S BECOME CONTRACT MANUFACTURERS P 17
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THE EXPECTATIONSCURVE FOR CANADIAN CANNABIS INDUSTRY INNOVATION TRIGGER PEAK OF INFLATED EXPECTATIONS TROUGH OF DISILLUSIONMENT SLOPE OF ENLIGHTENMENT PLATEAU OF PRODUCTIVITY TIME EXPECTATIONS 2017- 2019 2020- 2022 U.S. MARKET ON DOWNTURN 2022- 2024 MAKE OR BREAK MOMENT 2025- 2027 The expectations curve is projected to be sharper than forecasted, due to the following factors: • Increase in exports • Wholesale price increase • Supply shortage in Canadian market • Lower growing capacity due to years of facility closures INTERNATIONAL EXPORT DRIVES INCREMENTAL VOLUME FOR CANADA P 18
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P 9 RUBICON ORGANICS UNIQUE POSITIONING CERTIFIED ORGANIC CULTIVATION IN-HOUSE SCALED CULTIVATION NATIONAL ROUTE TO MARKET PREMIUM BRANDS INCONSISTENT CRAFT PREMIUM COMPANIES OTHER PREMIUM: PUBLIC & PRIVATE CANNABIS COMPANIES LARGE CANADIAN OPERATORS
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MARKET INFORMATION Market Capitalization 52-WeekLow/High TSXV:ROMJ OTCQX:ROMJF C$0.40/share C$26.8 million C$0.30 – C$0.59/share TRADING OVERVIEW Tickers SharePrice (asat May 27,2025) AS OF MAY27, 2025 # OF SHARES % Management& Insiders 28,333,362 42.3% Public Float 38,648,846 57.7% TotalOutstanding 66,982,208 100% Options 2,077,200 Warrants 6,223,963 Restricted ShareUnits 3,664,107 Deferred ShareUnits 1,966,692 PerformanceShareUnits 667,770 FullyDilutedSharesOutstanding 81,581,940 EXPIRING OPTIONS OUTSTANDING EXERCISE PRICE (C$) 2025 496,999 $0.85 2026 70,000 $0.85 2027 785,200 $0.86 2028 800,001 $0.90 2025 882,000 $1.34 EXPIRING WARRANTS OUTSTANDING EXERCISE PRICE (C$) 42.3% AMOUNT HELD BY MANAGEMENT AND INSIDERS 67.0M Shares Outstanding RESEARCH COVERAGE HAYWOOD SECURITIES NEALGILMER P 20 2027 5,341,963 $0.70
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WE ARE DRIVING GROWTH AS CANADA’SLEADING HOUSE OF PREMIUM BRANDS WELL POSITIONED FOR GROWTH Stronggrowth nationallyin the past 12months acrosskeycategoriesand provinceswith newroutes-to-market established. LEADING, TRUSTED BRANDS Strongportfolio of brandsrespected by budtenders and consumersacross the country. PROFITABILITY 3 yearsof AEBITDA(2022,2023 and 2024)positivefrom strong salesand operatingcost discipline. WORLD CLASS GENETICS Consistentlylaunching newgenetics to delight our consumers coming from extensivepheno hunting. STRONG BALANCE SHEET AND LIQUIDITY Positiveworkingcapital,3 years’ operating cashflowpositive(2022, 2023 and 2024),Long-term debt at 6.75%interestrate. STRONG LEADERSHIPTEAM AND BOARD OF DIRECTORS Balanceof CPGleadershipand legacy experience. P 21
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P 22 MISSION To elevate experiences through trusted cannabis brands with industry leading quality and world class genetics. Dedicated to quality and innovation, ensuring that every interaction reflects our commitment to excellence. VISION To be the most trusted, premium global leader in cannabis. VALUES QUALITY EXCELLENCE FREEDOM INTEGRITY
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P 23 CONTACT US Investor Relations www.rubiconorganics.com ir@rubiconorganics.com +1-437-929- 1964 Rubicon Organics Inc. 505 – 744 W. Hastings Street Vancouver, BC V6C 1A5
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CELEBRATING OUR ACHIEVEMENTS
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LEADERIN PREMIUM ACROSSALLCATEGORIES FLOWER PRE-ROLL CONCENTRATES PRE-ROLL CAPSULES INFUSEDPRE-ROLL CONCENTRATESSUPER PREMIUM PRE-ROLL VAPES INFUSEDPRE-ROLL CONCENTRATES FLOWER EDIBLESPREMIUM MAINSTREAM CAPSULES OIL SUPER PREMIUM TOPICALS EDIBLES FLOWER EDIBLES P 27 EDIBLES