Rubicon Organics Announces the Results of the Annual General and Special Meeting, Appoints Chair & Grants DSUs

Rhea-AI Summary

Rubicon Organics (OTCQX: ROMJF), a premium cannabis producer, held its Annual General and Special Meeting with 46.3% shareholder representation. Shareholders approved all proposed matters, including setting the board size at eight directors and electing all nominated directors with approval rates ranging from 85.7% to 95.8%.

The company announced a significant leadership change as Len Boggio steps down as Board Chair, transitioning to Chair of the Nomination and Governance Committee. Doris Bitz, an independent director since 2023 with over 30 years of CPG and manufacturing experience, has been appointed as the new Board Chair.

Shareholders also approved amendments to the company's Omnibus Equity Incentive Plan with 74.7% support. The plan allows for a maximum of 8,960,180 Common Shares for equity awards. Additionally, the company granted 1,024,576 DSUs to independent directors, vesting in twelve months.

Positive

• High shareholder approval rates for all proposals, with most directors receiving over 94% approval
• New Board Chair brings 30+ years of relevant CPG and manufacturing experience
• Strong corporate governance demonstrated through structured board transition and equity incentive plan updates

Negative

• Relatively low shareholder meeting participation at 46.3% of total shares
• Significant opposition to Incentive Plan amendment with 25.3% voting against

VANCOUVER, British Columbia, July 31, 2025 (GLOBE NEWSWIRE) -- Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”), a licensed producer focused on cultivating and selling organic certified and premium cannabis, reports the voting results from its Annual General and Special Meeting of shareholders (the “Meeting”) held earlier today.

A total of 31,130,021 shares were represented in person or by proxy at the Meeting, constituting approximately 46.3% shares represented of the Company’s total issued and outstanding Common shares as of the record date, and voted in favour of all matters brought before the Meeting.

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 June 27^th, 2025 (the “Circular”) were approved by the shareholders:

• Setting the number of directors of the Company at eight;
• Electing Doris Bitz, Len Boggio, Margaret Brodie, Michael Detlefsen, Ian Gordon, Jesse McConnell, John Pigott, and Karen Proud as directors of the Company (together the “Board”) for the ensuing year until the next annual meeting of the Company;
• Appointing PricewaterhouseCoopers LLP as the Company’s auditors for the ensuing year with the Company’s directors authorized to fix their remuneration; and
• Approval of the amendment to the Company’s Omnibus Equity Incentive Plan
  
  

Question	Yes	No	Abstain
Number of Directors at Eight (8)	94.6%	5.4%	–
Elect as Director, Doris Bitz	95.8%	–	4.2%
Elect as Director, Margaret Brodie	95.8%	–	4.2%
Elect as Director, Len Boggio	94.8%	–	5.2%
Elect as Director, Michael Detlefsen	95.8%	–	4.2%
Elect as Director, Ian Gordon	95.8%	–	4.2%
Elect as Director, Jesse McConnell	93.0%	–	7.0%
Elect as Director, John Pigott	85.7%	–	14.3%
Elect as Director, Karen Proud	95.8%	–	4.2%
Appointment of Auditor	99.9%	–	0.1%
Approval of Incentive Plan	74.7%	25.3%	–

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

Change to Board Chair

The Company also today announced that Len Boggio will step down as Chair of the Board, effective immediately. He will transition to the role of Chair of the Nomination and Governance Committee.

The Board has unanimously appointed Doris Bitz, currently serving as independent director since 2023, as the incoming Chair. She brings over 30 years of experience successfully building, scaling and growing manufacturing and CPG businesses in North America. In 2022 she retired from her role as President, Retail of Dessert Holdings, a leading manufacturer of high-quality dessert products, and now serves on multiple boards. Doris has also held executive marketing positions at top-tier CPG companies including PepsiCo Canada and General Mills. Doris holds an HBA and an MBA from the Ivey School of Business at Western University.

“On behalf of the organization, I want to thank Len Boggio for his leadership as Board Chair over the last 2 years in particular his exemplary leadership and commitment to strong corporate governance, and I’m pleased that he will continue to share his extensive governance experience in his role as Chair of the Nomination and Governance Committee,” said Margaret Brodie, Chief Executive Officer. “I want to welcome Doris Bitz as our new Board Chair. Doris has unique experience in building and scaling businesses and thus is very well-positioned to help elevate our team as we transform and scale in our next phase of growth.”

“I'm honored to step into the role of Chair,” said Doris Bitz. “I look forward to working closely with the leadership team and Board to scale Rubicon Organics to achieve our vision to be the most trusted, premium global leader in cannabis, building long-term value for shareholders.”

Omnibus Equity Incentive Plan

The Board of Directors (the “Board”) approved the amendment to the Omnibus Equity Incentive Plan on June 27^th, 2025, subject to receipt of shareholder approval at the Meeting. The amended Omnibus Equity Incentive Plan will be administered by the Company’s Board, and will permit the grant or issue of Restricted Share Units (“RSU’s”), Performance Share Units (“PSU’s”), Deferred Share Units (“DSU’s”), and options (“Options”) to eligible participants.

The amended Omnibus Equity Incentive Plan is a fixed plan which provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the amended Omnibus Equity Incentive Plan is 8,960,180 Common Shares. As set out in the Circular, the Omnibus Equity Incentive Plan replaced the Company’s legacy equity incentive plan and legacy DSU plan, and as such, no further grants of stock awards or DSUs will be made under the legacy equity incentive plan or legacy DSU plan.

DSU Grant

The Company has granted an aggregate of 1,024,576 DSUs pursuant to the Omnibus Equity Incentive Plan to certain independent directors of the Company as compensation for their services in advance for the following 12 months. The DSUs will vest twelve months from the date of grant, and may only be redeemed upon a holder ceasing to be a director of the Company, or as allowed for under the terms of the Omnibus Equity Incentive Plan.

ABOUT RUBICON ORGANICS INC.

Rubicon Organics is the Canadian leader in certified organic and premium cannabis. With a vertically integrated model and strong national distribution, the company is scaling a house of trusted, high-performing brands including Simply Bare^™ Organics, 1964 Supply Co.^™, Wildflower^™, and Homestead Cannabis Supply^™.

The Company’s production base is anchored by its Delta, BC Facility, and is now complemented by the acquisition of our Hope, BC Facility, which will expand production capacity by over 40% and support future growth in both domestic and export markets. With proprietary genetics, award-winning products, and certifications enabling international distribution, Rubicon is positioned at the forefront of the premium cannabis segment.

As the Canadian market continues to rationalize and global demand for high-quality cannabis increases, Rubicon’s disciplined execution, brand equity, and consumer loyalty set it apart. The Company’s focus on premium quality, innovation, and operational execution has driven consistent revenue growth and positive Adjusted EBITDA.

Rubicon Organics represents a rare combination of category leadership, operational strength, and long-term growth potential.

CONTACT INFORMATION

Margaret Brodie
Chief Executive Officer
Phone: +1 (437) 929-1964
Email: ir@rubiconorganics.com

The TSX Venture Exchange, 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 on certain assumptions that management considers reasonable under the circumstances, the Company’s ability to execute its business strategy, demand for its products in international markets, and other factors beyond the Company’s control. These statements are based on current expectations, estimates, and projections about the Company’s business and the industry in which it operates. Risks and uncertainties associated with the forward-looking information in this press release include, among others, risks related to regulatory approvals, changes in market conditions, competition, supply chain disruptions, the Company's ability to maintain certification standards, and the successful implementation of its business strategy. 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.

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.

FAQ

What were the key voting results at Rubicon Organics (ROMJF) 2025 Annual Meeting?

Shareholders approved all matters including electing eight directors (85.7-95.8% approval), appointing PricewaterhouseCoopers as auditors (99.9%), and amending the Omnibus Equity Incentive Plan (74.7%).

Who is the new Board Chair of Rubicon Organics (ROMJF)?

Doris Bitz, an independent director since 2023, was appointed as the new Board Chair. She brings over 30 years of experience in CPG and manufacturing, including executive roles at PepsiCo Canada and General Mills.

What changes were made to Rubicon Organics' equity incentive plan in 2025?

The amended Omnibus Equity Incentive Plan allows for up to 8,960,180 Common Shares to be issued for RSUs, PSUs, DSUs, and Options. It replaces the company's legacy equity incentive and DSU plans.

How many DSUs did Rubicon Organics grant to directors in July 2025?

The company granted 1,024,576 DSUs to independent directors, which will vest in twelve months and can only be redeemed upon a director ceasing their role.

What was the shareholder participation rate at Rubicon Organics' 2025 Annual Meeting?

31,130,021 shares were represented at the meeting, constituting approximately 46.3% of the company's total issued and outstanding Common shares.