Braxia Scientific Corp. — Proxy Solicitation & Information Statement 2024

Sep 10, 2024

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NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, OCTOBER 9, 2024

You are receiving this notification because Braxia Scientific Corp. (the “ Corporation ”) has opted to use the “notice and access” model for the delivery of its management information circular (the “ Information Circular ”) to the holders (the “ Shareholders ”) of common shares of the Corporation in respect of its annual general and special meeting of Shareholders to be held on Wednesday, October 9, 2024 (the “Meeting”).

Under “notice and access” instead of receiving paper copies of the Information Circular, Shareholders are receiving this notice with information on how to access the Information Circular electronically. Shareholders will also be receiving a proxy or voting instruction form, as applicable, together with this notification to use to vote at the Meeting.

The use of this alternative means of delivery is more environmentally friendly and more economical. It reduces the Corporation’s paper use and it also reduces the Corporation’s printing and mailing costs.

MEETING DATE AND LOCATION

WHEN : 10:00 a.m. (Toronto time), Wednesday, October 9, 2024

WHERE : 1430 Hurontario Street, Mississauga, Ontario, L5G 3H4

SHAREHOLDERS WILL BE ASKED TO CONSIDER THE FOLLOWING MATTERS:

• FINANCIAL STATEMENTS : To receive the audited financial statements of the Corporation as at and for the financial year ended March 31, 2023, together with the notes thereto and the auditors’ report thereon. See section entitled “Ordinary Business – Financial Statements” in the Information Circular.

SHAREHOLDERS WILL BE ASKED TO VOTE ON THE FOLLOWING MATTERS:

• ELECTION OF DIRECTORS : to elect the board of directors of the Corporation (the “ Board ”) to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed. See section entitled “Ordinary Business – Election of Directors” in the Information Circular.

• APPOINTMENT AND REMUNERATION OF AUDITORS : To approve the appointment of Dale Matheson Carr-Hilton LaBonte LLP as auditors of the Corporation for the ensuing year at such remuneration as may be determined by the Board. See section entitled “Ordinary Business – Appointment of Auditors” in the Information Circular.

• TRANSACTION APPROVAL : In connection with the Corporation’s proposed transaction with Kris Kratiuk, to consider and if thought advisable, to pass, with or without variation, a special resolution approving a sale of all or substantially all of the Corporation’s assets, as more particularly described in the Information Circular. See section entitled “Special Business – Proposed Transaction” in the Information Circular.

• OTHER BUSINESS : to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

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SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED : The Information Circular can be viewed online under the Corporation’s profile at www.sedarplus.ca or on the Corporation’s website at www.braxiascientific.com. The Financial Statement Request Card is included with the proxy and voting instruction form.

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request paper copies of the Information Circular and other meeting materials, including the audited consolidated financial statements of the Corporation for the financial year ended March 31, 2023 together with the notes thereto and the auditors’ report thereon and the related management’s discussion and analysis, by first class mail, courier or the equivalent at no cost to the Shareholder. Requests may be made by calling toll-free at 1- 888-787-0888. Requests may be made up to one year from the date the Information Circular was filed on SEDAR+.

For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received no later than October 1, 2024 . The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such Shareholders within ten days of their request. Requests must be made by calling toll-free at 1-888-787-0888 .

VOTING

YOU CANNOT VOTE BY RETURNING THIS NOTICE . To vote your securities, you must vote using the method set out in the enclosed voting instruction form or proxy.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is August 20, 2024 (the “ Record Date ”).

Registered Shareholders are asked to return their proxies using the following methods by the proxy deposit date noted on their proxies, which is by 10:00 a.m. (Toronto time) on Monday, October 7, 2024:

VOTING METHODS
MAIL or HAND DELIVERY	National Securities Administrators Ltd. 702 – 777 Hornby Street Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day	604-559-8908
EMAIL	proxy@transferagent.ca
ONLINE	As listed on Form of Proxy

Non registered Shareholders are asked to return their voting instructions or other authorization form provided to them by their broker or intermediary in accordance with the instructions provided.

Shareholders with questions about notice and access can call toll free at 1-888-787-0888.