Biorem Inc.

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Special Meeting of Shareholders

September 16, 2021

INFORMATION CIRCULAR

DATED August 18, 2021

SOLICITATION OF PROXIES .................................................................................................................. 2 APPOINTMENT AND REVOCATION OF PROXIES ............................................................................. 4 NON-REGISTERED SHAREHOLDERS ................................................................................................... 5 DESCRIPTION OF SHARE CAPITAL ...................................................................................................... 5 PRINCIPAL SHAREHOLDERS ................................................................................................................ 6 MATTERS TO BE BROUGHT BEFORE THE MEETING ...................................................................... 7 1. THE PROPOSED TRANSACTION RESOLUTION ............................................................................. 7 2. BY-LAW AMENDMENTS .................................................................................................................. 10 OTHER MATTERS WHICH MAY COME BEFORE THE MEETING ................................................. 11 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS AND MATTERS TO BE ACTED UPON .......................................................................................................... 12 GENERAL ................................................................................................................................................. 12 SCHEDULE “A” – PROPOSED TRANSACTION RESOLUTION .......................................................... 1 SCHEDULE “B” – BY-LAW AMENDMENTS ........................................................................................ 2 SCHEDULE “C”- VOTING AT THE VIRTUAL MEETING ................................................................... 7

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:

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);
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
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

SOLICITATION OF PROXIES

This information circular is furnished in connection with the solicitation by and on behalf of management of Biorem Inc (“the Corporation ”) and its board of directors of proxies to be used at a Special Meeting of Shareholders of the Corporation (the“ Meeting ”) to be held virtually on September 16, 2021 at 8:30 a.m., eastern time and at any adjournment thereof for the purposes set forth in the enclosed Notice of Meeting. Proxies will be solicited primarily by mail and may also be solicited personally or by telephone by the directors and/or officers of the Corporation at nominal cost. The cost of solicitation by management will be borne by the Corporation. The circular’s purpose is to:

explain how you, as a shareholder of Biorem, can vote at the Meeting, either by yourself or transferring your vote to someone else to vote on your behalf;
request that you authorize the President (or his alternate) to vote on your behalf in accordance with your instructions set out in the accompanying form of proxy;
inform you about the business to be conducted at the Meeting, including the approval of the purchase for cancellation of certain common shares of the Corporation and the approval of certain amendments to the by-laws of the Corporation;

Virtual Meeting

The Meeting is being held in a virtual-only format due to the COVID-19 pandemic and the recommendations of federal, provincial and municipal governments to mitigate risks to public health and safety. The Meeting will be hosted online by way of a live audio webcast. Shareholders will not be able to attend the Meeting in person.

- Shareholders who wish to attend the Meeting virtually can do so by visiting https://virtual meetings.tsxtrust.com/1221 (password:biorem2021) and logging in at least fifteen minutes (15) prior to the start of the Meeting. Shareholders unable to attend the Meeting virtually will also be able to listen to a recoded version of the Meeting at a later date, as one will be made available on Biorems’ website. Detailed log in and voting instructions are provided in Schedule “ C ” to this circular.

Attending the Meeting online enables registered shareholders and duly appointed proxyholders to participate at the Meeting. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting.

It is recommended that shareholders and proxy holders submit their questions as soon as possible during the Meeting so they can be addressed at the right time. Questions may be submitted in writing by using the relevant dialog box in the function “Ask a question” during the Meeting. Only shareholders and duly appointed and registered proxyholders may ask questions during the question period

The Corporation may pay the reasonable costs incurred by persons who are the registered but not the beneficial owners of voting shares of the Corporation (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this Information Circular, the Notice of Meeting and Proxy (collectively, the “ Meeting Materials ”) to the beneficial owners of such shares. The Corporation may also provide, without cost to such registered shareholders, upon request to the Secretary of the Corporation, additional copies of the Meeting Materials for delivery to the beneficial owners of the Corporation’s Voting Shares.

Information for Registered Shareholders

A registered shareholder may vote in any of the ways set out below:

Virtually at the Meeting: A registered shareholder who wishes to vote virtually at the Meeting should not complete or return the form of proxy included with this Circular, and instead will have their votes taken virtually at the Meeting. The control number and Meeting password located on the form of proxy or in the email notification you received is required to log in to the Meeting.

Voting by Internet: A registered shareholder may submit his or her proxy over the Internet by going to www.voteproxyonline.com and following the instructions. Such shareholder will require a 12 digit control number (located on the front of the form of proxy) to identify himself or herself to the system.

Voting by Fax: 416-595-9593 or 866-623-5305 (send both pages of their completed and signed form or proxy)

Voting by Mail: Complete, sign, date and return the form of proxy to TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1

Information for Non-Registered Shareholders

Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, common shares owned by a person (a “non-registered holder”) are registered either (a) in the name of an intermediary (an “Intermediary”) that the non-registered holder deals with in respect of the common shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for onward distribution to non-registered holders of common shares.

Intermediaries are required to forward the Meeting Materials to non-registered holders unless a nonregistered holder has waived the right to receive them. Intermediaries will often use service companies to forward the Meeting Materials to non-registered holders. Generally, non-registered holders who have not waived the right to receive Meeting Materials will either:

a) be given a Proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the nonregistered holder but which is not otherwise completed. Because the Intermediary has already signed the Proxy, it is not required to be signed by the non-registered holder. In this case, the non-registered holder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as instructed by the Intermediary; or
b) be given a form which is not signed by the Intermediary and which, when properly completed and signed by the non-registered holder and returned to the Intermediary or its service corporation, will constitute voting instructions (often called a “Voting Instruction Form”) which the Intermediary must

follow. In this case, the non-registered holder must properly complete and sign the Voting Instruction Form and return it to the Intermediary or its service corporation as instructed by the Intermediary or its service corporation. NON-REGISTERED SHAREHOLDERS WHO RECEIVE A VOTING INFORMATION FORM AND WHO WISH TO VOTE THEIR SHARES SHOULD CAREFULLY REVIEW AND FOLLOW THE INSTRUCTIONS ON THE FORM .

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the common shares they beneficially own.

Voting at the Meeting by Non-Registered Shareholders

A non-registered shareholder who receives a form of proxy or a voting instruction form and wishes to vote at the Meeting virtually should, in the case of a form of proxy, strike out the names of the persons designated in the form of proxy and insert the non-registered shareholder’s name in the blank space provided or, in the case of a voting instruction form, follow the corresponding directions on the form. In either case, nonregistered shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction is to be delivered.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed Proxy represent management of the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT THEM AT THE MEETING MAY DO SO by filling in the name of such person in the blank space provided in the Proxy or by completing another proper form of Proxy. A shareholder wishing to be represented by Proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed Proxy with the Corporation’s registrar and transfer agent, TMX Trust Company, 200 University Avenue, Suite 300, Toronto, ON M5H 4H1, a minimum of 48 hours in advance of the Meeting or any adjournment thereof at which the Proxy is to be used, or any adjournment thereof prior to the time of voting. A Proxy should be signed by the shareholder or his duly authorized attorney or, if the shareholder is a corporation, by a duly authorized officer or attorney thereof.

In addition to any other manner permitted by law, a shareholder may revoke a Proxy after it has been signed and delivered to TMX Trust Company by delivering another properly executed Proxy bearing a later date and delivering it to TMX Trust Company at the address set out above. A shareholder may also clearly indicate in writing its intention to revoke the Proxy and deliver this written document to the attention of the Corporation’s Secretary at the registered office of the Corporation. Revocation of a shareholder’s Proxy must be received by TMX Trust Company or the Corporation’s Secretary at any time before the close of business on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used, or by the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.

A shareholder attending the virtual Meeting has the right to vote and, if he does so, his Proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or adjournment thereof.

If you are using a TSX Trust control number to log in to the Meeting, you will not be revoking any previously submitted proxies. However, if you vote on a ballot you will be revoking any and all

previously submitted proxies. If YOU DO NOT wish to revoke your previously submitted proxies, do not vote at the Meeting. You may also choose to enter the Meeting as a guest.

NON-REGISTERED SHAREHOLDERS

The shares represented by Proxies in favour of management nominees will be voted in accordance with the instructions of the shareholder on any ballot that may be called for and, if a shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the shares represented by the Proxy shall be voted accordingly. WHERE NO CHOICE IS SPECIFIED, THE PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR MANAGEMENT’S PROPOSAL AS STATED UNDER THE HEADINGS RELATING TO THESE MATTERS IN THIS INFORMATION CIRCULAR. THE ENCLOSED FORM OF PROXY ALSO CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN TO VOTE WITH RESPECT TO ANY AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING IN SUCH MANNER AS SUCH NOMINEE IN HIS JUDGMENT MAY DETERMINE. At the time of printing this Information Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

DESCRIPTION OF SHARE CAPITAL

The authorized share capital of the Corporation consists of an unlimited number of common shares. As of August 11, 2021, 38,854,058 common shares were issued and outstanding as fully paid and non-assessable.

The holders of the common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and are entitled to one vote for each common share held. The holders of the common shares are entitled to receive dividends if, as and when declared by the Board of Directors and to receive the remaining property of the Corporation upon liquidation, dissolution or winding up.

The only persons entitled to vote at the Meeting are those who are registered as holders of common shares on the books of the Corporation at the close of business on August 16, 2021, (the “Record Date”) or persons who are transferees of common shares of the Corporation acquired on or after August 16, 2021, and who produce properly endorsed certificates for such shares or otherwise establish ownership thereof and demand not later than ten days before the Meeting that the Secretary of the Corporation include their names on the list of shareholders are entitled to vote at the Meeting.

PRINCIPAL SHAREHOLDERS

To the best of the knowledge and belief of the management of the Corporation, no person owns beneficially or exercises control or direction over more than 10% of the votes attaching to the issued and outstanding common shares of the Corporation except as follows:

Name of Security Holder Number of Securities Percentage

TPFG Environment Investment Limited 23,434,121 common shares 60.6%

MATTERS TO BE BROUGHT BEFORE THE MEETING

1. THE PROPOSED TRANSACTION RESOLUTION

The Proposed Transaction Resolution is set out in Schedule “A”. Following receipt of all required regulatory approvals, the Proposed Transaction will be carried out pursuant to the Purchase Agreement.

Background to the Proposed Transaction

In January 2017 TPFG Environment Investment Limited (“TPFG”) purchased certain Biorem common shares and Biorem convertible debentures from Clean Technology Fund I, LP and Clean Technology Fund II, LP which resulted, upon conversion of the convertible debentures, in TPFG holding approximately 60% of the issued and outstanding Biorem common shares.

Tus-Holdings Co. Ltd (“TUS”) the majority shareholder of TPFG entered into restructuring procedures in late 2020 to address capitalization and a number of internal strategic issues.

The restructuring of the TUS assets was creating an environment of unpredictability for Biorem. The Board composition was adjusted during the 2021 AGM and further changes were anticipated. Furthermore, management became aware of capital challenges within some of the TPFG shareholders, which could have resulted in further redistribution of assets to other State Owned Enterprises within the People’s Republic of China.

In April 2021, management of Biorem reached out to TPFG regarding whether TPFG would be willing to sell its shares to the Corporation through a purchase for cancellation transaction. Management had formed a view that such a transaction would be in the best interest of the Corporation as it would reduce the number of issued and outstanding shares thus increasing the value of the shares which remained outstanding and make the shares of Biorem more attractive for potential acquisition targets .

In late April 2021 TPFG indicated to management of Biorem that it would be willing to consider the Proposed Transaction.

On May 6, 2021 management of Biorem met with the independent directors of the Corporation, Alex Gill and William White regarding the Proposed Transaction. Mr. Gill and Mr. White acting as an informal Special Committee of the Board (the “Special Committee”) indicated that they were supportive of the Proposed Transaction.

On May 7, 2021 a non-binding letter of intent between Biorem and TPFG was signed outlining the proposed terms and conditions for the purchase by Biorem of the Biorem shares held by TPFG.

The Proposed Transaction

On August 4, 2021, the Corporation and TPFG entered into an agreement (the “ Purchase Agreement ”) providing for the following (the “ Proposed Transaction ”): (i) TPFG will sell 23,434,121 Biorem Common Shares (the “ Subject Shares ”) to Biorem at a per share purchase price of $0.52 resulting in an aggregate purchase price of $12,316,974 ; (ii) upon purchase, the Subject Shares shall be cancelled; and (iii) the resignation of TPFG affliated members of the Board, Ken Chen and Wei Han upon completion of the purchase of the Subject Shares. The Purchase Agreement provides that completion of the Proposed Transaction is subject to satisfaction of the conditions set out in the Purchase Agreement. These conditions include the approval by the disinterested shareholders of the Proposed Transaction Resolution and completion by Biorem

of a debt or equity financing to fund the purchase of the Subject Shares

Following the Proposed Transaction, TPFG will hold no shares of the Corporation.

Deliberations

On June 21, 2021 management and the Special Committee met to discuss and review the implications to the cash flow, ebitda and earnings per share of Biorem under different share purchase and financing assumptions. The Special Committee determined that the purchase of the Subject Shares would be beneficial to the minority shareholders of Biorem under certain parameters and authorized management to proceed with final negotiations and the preparation of a definitive Purchase Agreement under those parameters.

On July 27, 2021, the Special Committee met to consider the draft Purchase Agreement. Members of the Special Committee reviewed and discussed the draft Purchase Agreement and the process for completing the transaction. After a thorough review and discussion, the Special Committee resolved unanimously to recommend that the Board of Directors approve the Purchase Agreement, authorize the Corporation to enter into the Purchase Agreement and recommend that shareholders vote in favour of the Purchase Agreement.

On August 4, 2021 the Board of Directors met to receive the report of the Special Committee. The Special Committee reported that it had reviewed the Purchase Agreement with counsel, and, following its review and deliberations, was recommending that the Board of Directors approve and authorize the Corporation to enter into the Purchase Agreement and recommend to shareholders that they vote in favour of the Proposed Transaction at a special shareholders meeting to be convened.

After a thorough and complete discussion, and consideration of the advice received from its legal advisors, the Board of Directors resolved (with Wei Han and Ken Chen abstaining) to approve the Purchase Agreement and to recommend to Shareholders that they vote in favour of the Proposed Transaction. It was further agreed that the shareholders meeting to approve the Proposed Transaction would be held on September 16, 2021.

On August 4, 2021, the Purchase Agreement was finalized and executed.

A press release announcing the transaction was issued before the opening of trading on the TSX on August 5, 2021 and a Material Change Report was filed on August 18, 2021 in connection with same.

Recommendation of the Special Committee

As a result of its detailed discussions and after careful consideration of among other things, the Purchase Agreement, the advice of its legal advisors, and various additional matters, the Special Committee unanimously determined that the Purchase Agreement is fair to the Shareholders and is in the best interests of the Corporation. Accordingly, the Special Committee unanimously recommended that the Board of Directors approve the Purchase Agreement, authorize the Corporation to enter into the Purchase Agreement and all ancillary agreements and recommend that the Shareholders vote in favour of the Proposed Transaction Resolution.

Recommendation of the Board of Directors

As a result of its discussions and after careful consideration of, among other things, the unanimous recommendation of the Special Committee, the Board of Directors has unanimously determined that the Purchase Agreement is fair to the Shareholders and is in the best interests of the Corporation. Accordingly, the Board of Directors approved the Purchase Agreement, authorized the Corporation to enter into the - 8 -

Purchase Agreement and all ancillary agreements and unanimously recommends that the Shareholders vote in favour of the Proposed Transaction Resolution.

Ken Chen and Wei Han, members of the Board of Directors, recused thenselves from the Board of Directors’ meeting approving the Purchase Agreement and did not vote on the Purchase Agreement. Reference in this Circular to the unanimous determination of the Board of Directors does not include Ken Chen and Wei Han.

Approval of the Purchase Agreement

At its meeting on August 4, 2021, the Board of Directors, with Ken Chen and Wei Han declaring a conflict of interest and recusing themselves, unanimously authorized the entering into by the Corporation of the Purchase Agreement.

Execution and Delivery of the Purchase Agreement

After approval by the Board of Directors of the entering into by the Corporation of the Purchase Agreement, the Corporation and TPFG executed and delivered the Purchase Agreement. A press release announcing the transaction was issued before the opening of trading on the TSX on August 5, 2021 and a Material Change Report was filed on August 18, 2021 in connection with same.

Reasons for the Recommendations of the Board of Directors and the Special Committee

In the course of evaluating the Purchase Agreement, the Special Committee and the Board of Directors consulted with senior management and legal counsel and reviewed their financial, legal and technical analysis, and considered a number of factors in approving the Purchase Agreement and in recommending that Shareholders vote in favour of the Purchase Agreement at the Meeting, including, among others, the following:

(a) Arm’s Length Negotiations. The Purchase Agreement was negotiated at arm's length through legal counsel and finalized after extensive negotiations between the Special Committee and TPFG;

(b) Improvement of Equity Position for Other Shareholders. The repurchase of the Subject Shares is not being proposed for the purpose or with the intention of providing preferential treatment to one shareholder and the Subject Shares will be cancelled immediately after they are acquired by the Corporation, which will improve the equity position of the other shareholders;

(c) Elimination of Controlling Shareholder. The repurchase of the Subject Shares will result in the elimination of TPFG as a controlling shareholder of Biorem and Biorem believes that following the cancellation of the Subject Shares no single shareholder will own or control more than 10% of Biorem’s outstanding shares. Biorem’s management believes that this will result in the shares of Biorem being more attractive to potential acquisition targets;

(d) Financial Capacity of the Corporation. A portion of the Purchase Price will be satisfied with a portion of the Corporation’s current cash on hand while the remainder is expected to be satisfied through a 5 year fixed rate term loan advanced by a Canadian Chartered Bank. Following a review with management the Special Committee and the Board were satisfied that the Corporation had the financial capacity to borrow the bank funding portion of the Purchase Price and that such borrowing would not adversely impact the Corporation’s financial position;

(e) Limited Number of Conditions. TPFG’s obligation to complete the Purchase Agreement is subject to a limited number of conditions that the Board of Directors believes are reasonable under the circumstances.

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The Proposed Transaction Resolution is set out in Schedule “A” to this circular.

Approval Threshold for Proposed Transaction Resolution

The Proposed Transaction Resolution to be placed before the Meeting must be passed by an ordinary resolution, which is a resolution passed by a simple majority (50%) of the votes cast by Shareholders entitled to vote and present in person or represented by proxy, other than TPFG Environment Investment Limited. The votes attached to the 23,434,121 Biorem Common Shares owned by TPFG Environment Investment Limited will be excluded in determining whether minority approval for the Proposed Transaction is obtained. Biorem’s Common Shares are listed on the TSX Venture Exchange, accordingly, pursuant to Section 5.5(b) of Multilateral Insturment 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61101”) the Proposed Transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61101.

2. BY-LAW AMENDMENTS

Background

On August 4, 2021, the board of directors approved an amendment to By-law No. 1 of the Company to: (i) amend the by-law to reflect changes to the Business Corporations Act (Ontario) (“OBCA”) by removing the requirement to have a majority of the directors be resident Canadians (the “Residency Amendments”); (ii) amend the by-law to provide that the courts of Ontario will be the specific forum for addressing certain disputes involving the Company (the “Forum Selection By-law Amendment”); and (ii) adopt by-laws requiring advance notice of director nominees from shareholders (the “Advance Notice By-Law Amendment” and, together with the Residency Amendments and the Forum Selection By-Law Amendment, the “By-Law Amendment”). The purpose of the Forum Selection By law Amendment is to provide that, the courts of the Province of Ontario, Canada will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on the Corporation’s behalf; (ii) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to the Corporation; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Act or the Articles or by-laws of the Corporation; or (iv) any action or proceeding asserting a claim otherwise related to the Corporation’s “affairs” (as defined in the OBCA). The purpose of the Advance Notice By-Law Amendment is to ensure that an orderly nomination process is observed, that shareholders are well-informed about the identity, intentions and credentials of director nominees and that shareholders vote in an informed manner after having been afforded reasonable time for appropriate deliberation.

Among other things, the Advance Notice By-law Amendment fixes a deadline by which shareholders must provide notice to the Company of nominations for election to the board. The notice must include all information that would be required to be disclosed, under applicable corporate and securities laws, in a dissident proxy circular in connection with the solicitations of proxies for the election of directors relating to the shareholder making the nominations (as if that shareholder were a dissident soliciting proxies) and each person that the shareholder proposes to nominate for election as a director. In addition, the notice must provide information as to the shareholdings of the shareholder making the nominations, confirmation that the proposed nominees meet the qualifications of directors and residency requirements imposed by corporate law, and confirmation as to whether each proposed nominee is independent for the purposes of

National Instrument 52-110. The deadline by which the notice must be delivered to the Company is set out in the table below.

Meeting Type	Nomination Deadline
Annual meeting of shareholders	Either (a) no more than 10 days after the date of the first public filing or announcement of the date of the meeting, if the meeting is called for a date that is fewer than 50 days after the date of that public filing or announcement or (b) no fewer than 30 days and no more than 65 days prior to the date of the meeting.
Special meeting of shareholders (which is not also an annual meeting)	No more than 15 days after the date of the first public filing or announcement of the date of the meeting.

The Advance Notice By law Amendment does not affect nominations made pursuant to shareholder proposals or the requisition of a meeting of shareholders, in each case made in accordance with the provisions of the Act. The full text of the By-law Amendment is set out in Schedule “B” to this circular.

If the By-law Amendment is approved by shareholders at the Meeting, it will continue to be effective and in full force and effect at, and following, the Meeting. If the By-law Amendment is not approved by shareholders at the Meeting, it will terminate and be of no further force or effect at, and following, the Meeting.

Proposed Resolution and Board’s Recommendation

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution approving the By-law Amendment (the “By-law Amendment Resolution”):

“BE IT RESOLVED THAT the amendment of By law No. 1 of the Corporation, as set out in Schedule B to the management information circular of the Corporation dated August 11,2021, is confirmed without amendment; the directors of the Corporation are authorized to restate By-law No. 1 to incorporate the confirmed amendment; and any director or officer of the Corporation is authorized and directed to execut and deliver all documents and to do all other things as in that person’s opinion may be necessary or desirable for the purpose of giving effect to this resolution.”

To be effective, the By-law Amendment Resolution must be approved by at least a majority of the votes cast at the Meeting.

The board of directors has unanimously approved the By-law Amendment and recommends to shareholders of the Corporation that they vote FOR the By-law Amendment Resolution.

Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by that proxy are to be voted against the By-law Amendment Resolution, the persons named in the enclosed form of proxy intend to vote FOR the By-law Amendment Resolution.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

The management knows of no matters to come before the Meeting other than as set forth in this Information Circular. HOWEVER, IF OTHER MATTERS WHICH ARE NOT CURRENTLY KNOWN TO THE MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ENCLOSED FORM OF PROXY WILL BE USED TO VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE PROXY.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS AND MATTERS TO BE ACTED UPON

No person who has been a director or an officer of the Corporation at any time since the beginning of its last completed financial year or any associate of any such director or officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Information Circular.

GENERAL

Except where otherwise indicated, information contained herein is given as of August 18, 2021.

Current financial information relating to the Corporation is provided in the Corporation’s comparative financial statements and MD&A for the most recently completed financial year. This information and additional information relating to the Corporation can be found on the SEDAR website at www.sedar.com and on the Corporation’s website at www.biorem.biz. Copies of the Corporation’s latest financial statements and MD&A may be obtained upon request to the Corporation’s Secretary. The Corporation may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Corporation.

The undersigned hereby certifies that the contents and the sending of this Information Circular have been approved by the directors of the Corporation.

DATED as of the 18th day of August, 2021.

“Douglas Newman”____ Douglas Newman, Secretary Biorem Inc.

SCHEDULE “A” – PROPOSED TRANSACTION RESOLUTION

ORDINARY RESOLUTION OF THE SHAREHOLDERS OF BIOREM INC.

(THE “CORPORATION”)

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

The purchase for cancellation of 23,434,121 common shares in the capital of the Corporation from TPFG Environment Investment Limited by the Corporation upon payment of $12,316,974, pursuant to the purchase agreement, more specifically described in the management information circular dated August 18, 2021 (the “Circular”), be and is hereby authorized and approved;
Subject to receipt of all necessary regulatory approvals, the completion of the proposed transaction in accordance with the purchase agreement on such terms and conditions as the board of directors of the Corporation may determine and all other matters and transactions contemplated in the purchase agreement be and are hereby authorized and approved; and
Any one director or officer of Corporation is hereby authorized and directed, for and on behalf of Corporation, to execute and deliver all such documents and to do all such other acts or things as such director or officer may determine to be necessary or advisable to give effect to the foregoing resolutions, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

SCHEDULE “B” – BY-LAW AMENDMENTS

1. Residency Amendments

By-law No. 1 of the Corporation is amended as follows:

(a) by deleting from Section 4.2 thereof the sentence: “The majority of directors shall be resident Canadians”; and

(b) by deleting Section 4.8 in its entirety.

Forum Selection Amendments

By-law No. 1 of the Corporation is amended by adding the following as Article 13 thereto:

ARTICLE 13 FORUM SELECTION

13.1 Forum of Adjudication of Certain Disputes

Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate Courts therefrom (or, failing such court, any other “court” (as defined in the Act) having jurisdiction and the appellate Courts therefrom), shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Act or the articles or the by-laws of the Corporation (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the “affairs” (as defined in the Act) of the Corporation. If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of Ontario (a “Foreign Action”) in the name of any security holder, such security holder shall be deemed to have consented to (a) the personal jurisdiction of the provincial and federal Courts located within the Province of Ontario in connection with any action or proceeding brought in any such Court to enforce the preceding sentence and (b) having service of process made upon such security holder in any such action or proceeding by service upon such security holder’s counsel in the Foreign Action as agent for such security holder.

Advance Notice Amendments

By-law No. 1 of the Corporation is amended by adding the following as Article 14 thereto:

ARTICLE 14 ADVANCE NOTICE

14.1 Nomination of Directors

Subject to the Act, Applicable Securities Laws (as defined below) and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders, if one of the purposes for which such meeting was called was the election of directors of the Corporation, as follows: (a) by or at the direction of the Board, including pursuant to a notice of meeting;

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(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition the shareholders made in accordance with the provisions of the Act; or
(c) by any person (a “Nominating Shareholder”) who:
(i) at the close of business in Guelph, Ontario on the date of the giving of the notice provided for below in this Section 14 and on the record date for determining shareholders entitled to vote at such meeting, is entered in the Corporation’s securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and
(ii) complies with the procedures set forth in this Section 14.
14.2 Timely Notice

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the corporate secretary of the Corporation at the registered office of the Corporation in accordance with this Section 14.

14.3 Manner of Timely Notice

To be timely, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must be made:

(a) in the case of an annual meeting of shareholders (which includes an annual and special meeting), not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that if the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement (as defined below) of the date of the meeting was made, notice by the Nominating Shareholder may be made not later than the close of business in Guelph, Ontario on the 10th day following the Notice Date; and
(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors of the Corporation (whether or not called for other purposes), not later than the close of business in Guelph, Ontario on the 15th day following the day on which the public announcement of the date of the special meeting of shareholders is first made by the Corporation,
(c) provided that, in either instance, if the Corporation uses "notice-and-access" (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) for the delivery of proxy-related materials to shareholders in connection with a meeting of shareholders described above, and the Notice Date in respect of the meeting is not less than 50 days before the date of the meeting, the notice must be received not less than 40 days prior to the date of such meeting.

The adjournment or postponement of a meeting of shareholders or the announcement thereof shall commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

14.4 Proper Form of Timely Notice

To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must be in writing and must set forth the following information:

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(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a “Proposed Nominee”):
(i) the name, age, business address and residential address of the Proposed
Nominee; and
(ii) the principal occupation or employment of the Proposed Nominee for the past five years.
(b) the class or series and number of shares in the capital of the Corporation which are owned beneficially, or controlled or directed, directly or indirectly, or of record by the Proposed Nominee as of the record date for the meeting of shareholders (if such date shall then have been made publicly available by the Corporation and shall have occurred) and as of the date of such notice;
(c) any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee;
(d) a statement as to whether the Proposed Nominee would be "independent" of the Corporation (within the meaning of Sections 1.4 and 1.5 of National Instrument 52-110 - Audit Committees) if elected as a director of the Corporation at such meeting and the reasons and basis for such determination;
(e) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular or other filings to be made in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws;
(f) as to each Nominating Shareholder:
(i) the name, age, business address and residential address of the Nominating
Shareholder,
(ii) the class or series and number of shares in the capital of the Corporation which are owned beneficially, or controlled or directed, directly or indirectly, or of record by the Nominating Shareholder or its affiliates and associates and any other person acting jointly or in concert with the foregoing as of the record date for the meeting of shareholders (if such date shall then have been made publicly available by the Corporation and shall have occurred) and as of the date of such notice;
(iii) any derivatives or other economic or voting interests in the Corporation and any hedges implemented with respect to the Nominating Shareholders’ interests in the Corporation;
(iv) full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the Board;
(v) whether the Nominating Shareholder intends to deliver a proxy circular and form of proxy to any shareholders of the Corporation in connection with the election of directors; and
(vi) any other information relating to the Nominating Shareholder that would be required to be disclosed in a dissident’s proxy circular or other filings to be made in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and
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(g) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the Board and to serve as a director of the Corporation, if elected.

The Corporation may require that any Proposed Nominee furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such Proposed Nominee to serve as an independent director or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such Proposed Nominee.

All information to be provided in a Nominating Shareholder’s notice shall be provided as of the record date for determining shareholders entitled to vote at the meeting (if such date shall then have been publicly announced) and as of the date of such notice. The Nominating Shareholder shall update such information forthwith if there are any material changes in the information previously disclosed.

14.5 Determination of Eligibility

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 14; provided, however, that nothing in this Section 14 shall be deemed to preclude discussion by a shareholder of the Corporation (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairperson of the meeting of shareholders at which an election for directors is held shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not determined to be in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

14.6 Terms

For purposes of this Section 14:

(a) “public announcement” means disclosure in a (i) press release reported in a national news service in Canada, or (ii) a document publicly filed by the Corporation under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com; and
(b) “Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation and the published national instruments, multilateral instruments, policies, statements, bulletins and notices of the securities commission and similar regulatory authorities of each province and territory of Canada.

14.7 Delivery of Notice

Notwithstanding any other provision of the by-laws of the Corporation, notice given to the corporate secretary of the Corporation pursuant to this Section 14 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the corporate secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the corporate secretary of the Corporation at the registered office address of the Corporation, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Eastern time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

14.8 Waiver

Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Section 14.

SCHEDULE “C”- VOTING AT THE VIRTUAL MEETING

The Meeting will be hosted virtually via live audio webcast at https://virtual

meetings.tsxtrust.com/1221, password “ biorem2021 ”

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

Type in https://virtual-meetings.tsxtrust.com/1162 on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number ”.
Enter your 12-digit control number (on your proxy form).
Enter the password: biorem2021 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit . A confirmation message will appear to show your vote has been received.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
Obtain a control number by contacting TSX Trust Company by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.
Type in https://virtual-meetings.tsxtrust.com/1162, on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number ”.
Enter your 12-digit control number (on your proxy form).
Enter the password: biorem2021 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit . A confirmation message will appear to show your vote has been received.

If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

Type in https://virtual-meetings.tsxtrust.com/1162 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “ I am a Guest ”.

If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at [email protected].