Biorem Inc. — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

BIOREM INC. (the “Corporation”)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of the Shareholders of Biorem Inc. (the “ Meeting ”) will be held virtually on September 16, 2021, at 8:30 a.m. (EDT time) for the following purposes:

1. To consider and, if deemed advisable, to pass an ordinary resolution of disinterested shareholders (the “ Proposed Transaction Resolution ”) approving the purchase for cancelation of 23,434,121 common shares from TPFG Environment Investment Limited for total consideration of TWELVE MILLION THREE HUNDRED AND SIXTEEN THOUSAND, NINE HUNDRED AND SEVENTY-FOUR DOLLARS ( $12,316,974) as more particularly set forth and described in the Management Information Circular (the “ Circular ”) accompanying this notice (the text of the Proposed Transaction Resolution is included as Schedule A in the attached Circular);

2. To consider and, if deemed advisable, to pass an ordinary resolution substantially in the form set out in the Circular as the By-law Amendment Resolution, confirming certain amendments to Bylaw No. 1 of the Corporation (which amendments are set out in full in Schedule B in the attached Circular); and

3. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders will receive the Circular that will provide information relating to the matters to be addressed at the Meeting and such Circular will, upon its receipt, be deemed to be incorporated into this Notice of Meeting.

In light of the restrictions and guidelines related to the COVID-19 pandemic, Biorem will be holding the Meeting virtually. Registered shareholders and duly appointed proxyholders will have the opportunity to attend the Meeting online, submit questions, and vote in real time through a web-based platform instead of attending the Meeting in person. Non-registered or beneficial shareholders who have not appointed themselves as proxyholders will be able to attend the Meeting as guests, but will not be able to vote or ask questions. Shareholders will not be able to attend the Meeting in person. Biorem encourages all shareholders to vote in advance of the Meeting by proxy. Please see the section entitled “Virtual Meeting” on page 2 of the Circular for detailed instructions on how to attend and participate at the Meeting.

In order to attend the Meeting virtually, shareholders are required to log in to https://virtualmeetings.tsxtrust.com/1221 at least fifteen minutes (15) prior to the start of the Meeting. Once logged in, registered shareholders will be required to provide the password ( biorem2021 ) and their control number to vote at the Meeting. Alternatively, shareholders can take steps to submit their votes by proxy by following the instructions below and as further set out in the accompanying Circular.

If you are a registered shareholder and are unable to attend the Meeting virtually, please complete, sign, date and return the enclosed form of proxy to TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario MH 4H1, or by facsimile to 416-595-9593, or complete the form of proxy by such other method as identified, and pursuant to any instructions contained, in the form of proxy. In order to be valid for use

at the Meeting, proxies must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournments(s) or postponement(s) thereof.

If you are a non-registered shareholder of the Corporation and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

As a shareholder of Biorem, it is very important that you read the accompanying management information circular dated August 18, 2021 (the "Circular") and other Meeting materials carefully. They contain important information with respect to voting your Shares and attending and participating at the Meeting.

Record Date: Shareholders registered on the books of the Corporation at the close of business on August 16, 2021 are entitled to notice of and to vote at the Meeting.

Capitalized terms used herein are defined in the Circular. The full text of the resolutions to be proposed at the Meeting relating to the special business are set forth in the Circular.

DATED at Guelph, Ontario this 18th day of August, 2021.

By Order of the Board of Directors

Douglas Newman Chief Financial Officer and Corporate Secretary