Notice of a General Meeting of Cloudbreak Discovery PLC and Form of Proxy

Notice of a General Meeting of Cloudbreak Discovery PLC to be held on 21 April 2022 at 520 – 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this document or the action you should take, you should immediately consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the UK or another appropriately authorised independent financial adviser who specialises in advising in connection with dealing in shares and other securities if you are in a territory outside the UK.

If you have sold or transferred all of your shares in the company, please send this document together with the accompanying documents immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of relevant laws. If you have sold or transferred part only of your holding of shares, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected.

Registered in England and Wales with Company Number 06275976

Registered Office: 6^th Floor, 60 Gracechurch Street, London, EC3V 0HR

Samuel Anthony “Kyler” Hardy (Executive Chairman)

Emma Kinder Priestley (Director)

Andrew Male (Director)

31 March 2022

Dear Shareholder,

Notice of General Meeting

We are pleased to be writing to you with details of a general meeting (the “General Meeting”) of Cloudbreak Discovery PLC (the “Company“) which will be held on 21 April 2022 at 520 – 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2 10 am (PST) 6pm (GMT).

Shareholders will be aware that the Company recently completed a successful fundraising and as announced on 30 March 2022, the Company has elected to drawdown a tranche of £750,000 of the

£10m equity drawdown facility pursuant to the agreement (the “Equity Drawdown Agreement”) dated 16 February 2021 (as varied on 30 March 2022) entered into between the Company and Crescita Capital LLC (“Crescita Capital”) (the details of which are set out in paragraph 12 of Part 1 and paragraph 11.4 of Part VIII of the prospectus published by the Company on 12 May 2021).

The Directors believe that additional funds will enable the Company to accelerate the development of the business and, subject to market conditions and to refreshing our headroom to issue shares, the Directors shall seek to raise further equity capital in the coming months. The Company is therefore seeking shareholder authority in order to allot shares for such further capital raises.

The formal notice of the General Meeting (the “Notice”) is set out on page 5 of this document.

Explanation of the Resolutions

Resolution 1 is proposed as an ordinary resolution. This means that for this resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 2 is proposed as a special resolution. This means that for this resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1: Authority to allot

Under section 551 of the Companies Act 2006 (the “CA 2006”), the directors of the Company (“Directors“) are prevented, subject to certain exceptions, from allotting equity securities without the authority of the shareholders in a general meeting.

This is an ordinary resolution granting general authority to the Directors to:

• allot 38,771,694 ordinary shares of £0.001 in the capital of the Company (“Ordinary Shares”) up to an aggregate nominal amount of £38,771.694 for the purposes of, or in connection with the exercise of rights pursuant to, the 24,121,694 outstanding and unexercised warrants previously issued by the Company and the 14,650,000 outstanding and unexercised options granted by the Company (together, the “Warrants and Options“);

• allot 269,600,000 Ordinary Shares up to an aggregate nominal amount of £269,600 for the purposes of, or in connection with the allotment and issuance of equity securities of the Company to Crescita Capital pursuant to the Equity Drawdown Agreement; and

• allot 395,492,332 Ordinary Shares up to an aggregate nominal amount of £395,492.33, which is in addition to the authorities described in sub‐paragraphs (a) and (b) above,

with such authority to expire at the next annual general meeting of the Company after the passing of this Resolution.

Resolution 2: Disapplication of statutory pre‐emption rights

The CA 2006 requires that any equity securities issued for cash (other than pursuant to an employee share scheme) must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to disapply this requirement.

This is a special resolution granting Directors with a general authority to:

• allot equity securities of the Company in connection with the exercise of rights pursuant to the Warrants and Options up to an aggregate nominal amount equal to £38,771.694, as if section 561 of the CA 2006 did not apply to any such allotment;

• allot equity securities of the Company in connection with the Equity Drawdown Agreement up to an aggregate nominal amount equal to £269,600, as if section 561 of the CA 2006 did not apply to any such allotment; and

• to allot equity securities of the Company, in addition to the authorities being sought under sub‐paragraphs (a) and (b), up to a nominal amount of equity securities of the Company equal to £395,492.332, as if section 561 of the CA 2006 did not apply to any such allotment.

Form of Proxy

A Form of Proxy for the General Meeting is also enclosed. You are requested to complete and return the Form of Proxy in accordance with the instructions thereon so as to arrive as soon as possible at the offices of the Company’s registrar, Share Registrars Limited, no later than 6pm (GMT) on 19 April 2022.

Recommendation

The Directors believe that the proposals set out in this letter are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of all the resolutions proposed, as they intend to do in respect of their own holdings.

Yours sincerely,

Samuel “Kyler” Hardy

Chairman         Cloudbreak Discovery PLC

Cloudbreak Discovery PLC Notice of General Meeting

NOTICE IS GIVEN that a General Meeting (the “Meeting”) of Cloudbreak Discovery PLC (the “Company”) will be held at 10 am (PST)6 pm (GMT) on 21 April 2022 to consider and if thought fit, pass the following Resolutions. Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution.

ORDINARY RESOLUTION:

1. THAT, in substitution for any existing and unexercised authorities, the directors of the Company (the “Directors”) be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the “CA 2006”) to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of

£703,864.026 provided this authority shall be limited to:

• the allotment of 38,771,694 new ordinary shares of £0.001 in the capital of the Company (“Ordinary Shares”) with an aggregate nominal value of £38,771.694 for the purposes of, or in connection with the exercise of rights pursuant to the 24,121,694 outstanding and unexercised warrants previously issued by the Company and the 14,650,000 outstanding and unexercised options granted by the Company (together, the “Warrants and Options“);

• the allotment of 269,600,000 new Ordinary Shares with an aggregate nominal value of £269,600 for the purposes of, or in connection with the allotment of equity securities of the Company to Crescita Capital LLC pursuant to the equity drawdown agreement for up to £10 million dated 16 February 2021 and as varied on 30 March 2022 entered into between the Company and Crescita Capital LLC; and

• the allotment of up to a further 395,492,332 new Ordinary Shares with an aggregate nominal value of £395,492.332.

The authorities conferred by this Resolution shall expire at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in general meeting), provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred hereby has expired (and in this Resolution the expression “relevant securities” and reference to the allotment of relevant securities shall bear the same respective meanings as in section 551 of the CA 2006).

SPECIAL RESOLUTION:

• THAT, in substitution for any existing and unexercised authorities, the Directors be and they are hereby empowered pursuant to section 570 of the CA 2006 to allot equity securities for cash pursuant to the authority conferred by Resolution 1 above or by way of sale of treasury

shares as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall be limited to:

• the allotment of equity securities up to an aggregate nominal amount of £38,771.694 pursuant to paragraph (a) of Resolution 1 above;

• the allotment of equity securities up to an aggregate nominal amount of £269,600 pursuant to paragraph (b) of Resolution 1 above; and

• the allotment of equity securities (otherwise than in sub‐paragraphs 2(a) and (b) above) to any person or persons up to an aggregate nominal amount of £395,492.332,

provided that the authorities conferred by this Resolution shall expire at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company), save that the Company may, before the expiry of the authorities conferred by this Resolution 2, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 2 expired and that all previous authorities under section 561 of the CA 2006 be and they are hereby revoked (and in this resolution the expression “equity securities” and references to the “allotment of equity securities” shall bear the same respective meaning as in section 560(1) of the CA 2006).

By Order of the Board

Samuel “Kyler” Hardy

Chairman

31 March 2022

Registered Office

6^th Floor, 60 Gracechurch Street, London EC3V 0HR

Notes to the notice of the GM

The following notes explain your general rights as a shareholder and your right to vote at this GM or to appoint someone else to vote on your behalf.

Entitlement to attend and vote

• Only those members holding Ordinary Shares on the Company’s register of members at 6pm (GMT) on 19 April 2022 shall be entitled to attend and vote at the General Meeting.

Appointment of proxies

• Shareholders are encouraged to appoint the Chair of the General Meeting as their proxy to exercise all or part of their rights to vote on their behalf at the General Meeting. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holding (the first named being the most senior).
• A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting.

Appointment of proxy using hard copy form of proxy

• The notes to the Form of Proxy explain how to direct your proxy how to vote on each resolution or withhold their vote.

• To appoint a proxy using the Form of Proxy, the form must be:

1. completed and signed;
2. emailed or posted to Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XXor voting@shareregistrars.uk.com; and
3. received by Share Registrars Limited no later than 6pm (GMT) on 19 April 2022.

• In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

• Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.

Changing proxy instructions

• To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut‐off time will be disregarded.

• Where you have appointed a proxy using the hard‐copy Form of Proxy and would like to change the instructions using another hard‐copy Form of Proxy, please contact Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XX.

• If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

• In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XXIn the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Share Registrars Limited no later than 6pm (GMT) on 19 April 2022.

• If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Issued shares and total voting rights

• As at 31 March 2022, the Company’s issued share capital comprised 482,574,200 Ordinary Shares and 18,995,000 deferred shares of £0.009. Each Ordinary Share carries the right to one vote at a general meeting of the Company therefore, the total number of voting rights in the Company on 31 March 2022 is 482,574,200. The deferred shares do not carry any rights to vote receive notice or to attend or vote at a general meeting.

Questions

• Under section 319A of the CA 2006, the Company must answer any question you ask relating to the business being dealt with at the General Meeting unless: (a) answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

Inspection of documents

• The articles of association will be available for inspection at the place of the meeting prior to and during the General Meeting.

Communication

• You may not use any electronic address (within the meaning of Section 333(4) of the CA 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

CLOUDBREAK DISCOVERY PLC – FORM OF PROXY

I/We the undersigned being a member of Cloudbreak Discovery PLC (the “Company”), hereby appoint the Chairman of the Meeting (as defined below) or the person named below (see Note 2) to act as my/our proxy to attend and vote on my/our behalf at the General Meeting of the Company to be held at 520 – 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2 at 10 a.m. (PST) 6p.m. (GMT) on 21 April 2022 (the “Meeting”) and at any adjournment thereof.

I/We direct my/our vote as indicated below in respect of the resolutions which are referred to in the Notice convening the Meeting (see notes below).

	Ordinary Resolution	FOR	AGAINST	WITHHELD
Resolution 1	Authority to allot shares.
	Special Resolution
Resolution 2	Authority to disapply pre-emption rights.

Dated this ……………………………………………….day of……………………………………………………….2022

Signature  …………………………………………………………………………………………………………………………………………………………………………

Full name(s) in which shares are registered………………………………………………………………………………………………………………………….

Address  …………………………………………………………………………………………………………………………………………………………………………..

PLEASE USE BLOCK LETTERS

Your board recommends that you vote in favour of all the above resolutions.

Please return this Form of Proxy to Share Registrars Limited, M3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XX so as to arrive by 10 a.m. (PST) 6 p.m. (GMT) on 19 April 2022. You may send your Form of Proxy by fax to Share Registrars Limited on 01252 719 232 or alternatively it may be scanned and sent by email to voting@shareregistrars.uk.com.

Notes:

• Only holders of ordinary shares entered on the register of members of the Company at 10 a.m. (PST)6 p.m. (GMT) on 19 April 2022, being not more than 48 hours (excluding non-working days) before the time fixed for the Meeting, are entitled to attend or vote at the Meeting in respect of the number of shares registered in their name. Changes to entries in the Register after 19 April 2022 at 10 a.m. (PST) 6 p.m. (GMT) shall be disregarded in determining the right to attend or vote at the Meeting.
• If you wish to exercise your right to vote by appointing the Chairman of the Meeting as your proxy, please leave the space provided blank. If you wish to appoint a proxy other than the Chairman of the meeting, please insert their full name in the space provided. If you sign and return the form with no name in the space provided, the Chairman of the meeting will be deemed to be your proxy in respect of your full voting entitlement. If you are appointing a proxy other than the Chairman of the meeting and wish the proxy to be appointed in relation to less than your full voting entitlement, please enter in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. If you sign and return the form and leave this box blank, your proxy will be deemed to be authorised to act in respect of your full voting entitlement (or if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account.)
• A proxy does not need to be a member of the Company but must attend the Meeting to represent you. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
• To be valid for the Meeting, the form of proxy should be completed and signed and returned (together with a letter or power of attorney or other written authority, if any, under which it is signed or a notarially certified or office copy of such power or written authority):
  1. by hand or by post to Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XX; or
  2. by attachment to an email sent to voting@shareregistrars.uk.com,

so as to be received no later than 10 a.m. (PST) 6p.m. (GMT) on 19 April 2022 being 48 hours (excluding non-working days) before the time fixed for holding the Meeting, or any adjournment thereof.

• To abstain from voting on a resolution, tick the box “Votes withheld”. A “vote withheld” is not a vote in law which means that the vote will not be counted in the calculation of votes “for” and “against” the resolution. Ticking “Discretionary”, or failing to tick any box against a resolution, will mean your proxy can vote as he or she wishes or can decide not to vote at all.
• In the case of a corporation, this form of proxy must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.
• In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.
• Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting should you so wish.
• You may not use any electronic address provided either in the Notice of Meeting or any related documents (included this form of proxy) to communicate with the Company for any purposes other than those expressly stated.
• CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual.
• CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CRESTCO Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual.
• The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent 7RA36 by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of CREST by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• A copy of this notice and any other information relating to this notice can be found at cloudbreakdiscovery.com.
• As at the date of this Notice of Meeting there are 482,574,200 Ordinary Shares of £0.001 each in issue and the total voting rights of the Company are therefore 482,574,200.
• A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the Meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that the representative does not do so in relation to the same shares.
• If you have any queries about your shareholding please contact Shareholder Registrars Ltd on +44 (01252) 821 390.

To change your proxy instructions you may return a new proxy appointment using the methods set out above. Any change must be received by the Company’s registrar prior to the proxy deadline above. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the Meeting, the one which is last received shall be treated as replacing and revoking the other or others.

Black Callow — c119040