Bright Minds Biosciences Inc. — Proxy Solicitation & Information Statement 2025

Feb 21, 2025

BRIGHT MINDS BIOSCIENCES INC.
19 Vestry Street
New York, NY 10013

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are receiving this notification because Bright Minds Biosciences Inc. (the “Company”) has decided to use the notice and access model (“notice and access”) for the delivery of meeting materials to its shareholders in respect of its Annual General Meeting of Shareholders to be held on March 28, 2025 (the “Meeting”). Under notice and access, instead of receiving paper copies of the Company’s Notice of Annual General Meeting, form of Proxy and Information Circular (together with the Notice of Annual General Meeting and form of Proxy, the “Proxy Materials”), you, as a shareholder of the Company, are receiving this Notice and Access Notification (“notification”) with information on how you may access such Proxy Materials electronically. With this notification, you will also receive a proxy or voting instruction form, as applicable, allowing you to vote by proxy, so your votes will be counted in the resolution votes at the Meeting. This alternative means of delivery is an environmentally responsible and cost-effective way to deliver Proxy Materials to the Company’s shareholders. You will also receive a Financial Statements Request Form which, when completed and returned to the Company, allows you to inform the Company of your choice to receive paper copies of the Company’s annual and/or interim financial statements for the following year.

MEETING DATE, TIME AND LOCATION

WHEN: 10:00 a.m. (Pacific Time) on March 28, 2025
WHERE: McMillan LLP
Suite 1500, 1055 West Georgia Street
Vancouver, BC V6E 4N7

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

• ELECTION OF DIRECTORS: To elect directors of the Company for the ensuing year. See the section entitled Election of Directors in the Information Circular.
• APPOINTMENT OF AUDITOR: To appoint the auditor of the Company for the ensuing year. See the section entitled Appointment of Auditor in the Information Circular.
• APPROVAL OF STOCK OPTION PLAN: To pass an ordinary resolution to approve the Company’s Stock Option Plan, as amended, as described in the Information Circular.
• APPROVAL OF RESTRICTED SHARE UNIT PLAN: To pass an ordinary resolution to approve the Company’s Restricted Share Unit Plan, as amended, as described in the Information Circular.

SHAREHOLDERS ARE REMINDED TO REVIEW THE PROXY MATERIALS, IN PARTICULAR THE INFORMATION CIRCULAR, PRIOR TO VOTING.

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WEBSITES WHERE PROXY MATERIALS ARE POSTED

The Proxy Materials can be viewed online under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website at https://brightmindsbio.com/.

HOW TO OBTAIN A PRINTED PAPER COPY OF THE INFORMATION CIRCULAR

You may request that a paper copy of the Information Circular be sent to you by postal delivery at no cost to you. Requests may be made up to one year from the date the Proxy Materials were filed on SEDAR+ by telephone at: 1-647-865-8622 or 1-866-962-0498, or by email to the Company at: info@brightmindsbio.com. If you request a printed copy of the Information Circular on the Meeting date or in the year following the filing of the Proxy Materials, the Company will send it to you within 10 calendar days of receiving your request. Following the Meeting, Proxy Materials will remain available at the websites listed above for a period of at least one year.

To allow adequate time for you, as a Shareholder of the Company, to receive and review a paper copy of the Information Circular and then to submit your vote prior to the proxy deadline of 10:00 a.m. (Pacific Time) on March 26, 2025 (the “Proxy Deadline”), please ensure your request is received by the Company no later than March 12, 2025. Please note you will not receive another form of proxy or voting instruction form, so please keep the one you received with this notification.

Stratification used: NO

HOW DO I VOTE?

There are four convenient ways to vote your Common Shares:

| | Beneficial Shareholders
Shares held with a broker, bank or other intermediary. | Registered Shareholders
Shares held in your own name and represented by a physical share certificate. |
| --- | --- | --- |
| Internet: | www.proxyvote.com | www.investorvote.com |
| Phone or Fax: | Call or fax to the number(s) listed on your voting instruction form and vote using the control number provided therein. | Phone: 1-866-732-8683
Fax: 1-866-249-7775 |
| Mail: | Return the voting instruction form in the enclosed postage paid envelope. | Return the form of proxy in the enclosed postage paid envelope. |

Please submit your vote well in advance of the PROXY DEADLINE of 10:00 a.m. (Pacific Time) on March 26, 2025.

BOARD RECOMMENDATION

The Company’s Board of Directors unanimously recommends that shareholders VOTE FOR each of the proposed resolutions (see Shareholders Will be Asked to Consider and Vote on the Following Matters above).

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