CRESCITA
THERAPEUTICS

CRESCITA THERAPEUTICS INC.
NOTICE OF MEETING
and
MANAGEMENT INFORMATION CIRCULAR
WITH RESPECT TO
THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 2026
Dated April 10, 2026

If you have any questions or if you require assistance with voting or completing your letter of transmittal, please contact TSX Trust Company, the Company’s transfer agent and depositary for the arrangement, by telephone at 1-800-387-0825 (North America) or 1-416-682-3860 (International).

April 10, 2026

Dear Shareholders of Crescita Therapeutics Inc.:

The board of directors (the “Board”) of Crescita Therapeutics Inc. (“Crescita” or “Company”) is pleased to announce that a special meeting (the “Meeting”) of the shareholders of the Company (the “Company Shareholders”) will be held in-person to consider the Arrangement (as defined herein) on May 14 at 9:00 a.m. (Toronto time) at 2805 Place Louis-R-Renaud, Laval, Québec.

The Arrangement

At the Meeting, Company Shareholders will be asked to consider and, if deemed advisable, approve a special resolution (the “Arrangement Resolution”) in respect of an arrangement among the Company, ClinActiv Holdings Inc. (“ClinActiv”) and its affiliate (the “Purchaser”) pursuant to which the Purchaser will acquire all of the Company’s issued and outstanding common shares (the “Common Shares”) in exchange for all-cash consideration (the “Arrangement”). The target purchase price is $0.80 per Common Share, subject to an adjustment based on the Company’s net working capital balance at the closing of the Arrangement, subject to a minimum purchase price of $0.75 per Common Share (the “Consideration”). The Arrangement will be implemented by way of a court-approved Plan of Arrangement under the Business Corporations Act (Ontario).

Further details on the Arrangement can be found in the management information circular of the Company (the “Circular”) accompanying this letter. We encourage you to carefully consider all of the information in the Circular. If you require assistance, you should consult your financial, legal or other professional advisors.

Fairness Opinion

Bloom Burton Securities Inc., financial advisor to the Board, has provided to the Board an opinion (the “Fairness Opinion”) to the effect that, as of March 14, 2026, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders (other than Serge Verreault, Jose DaRocha and Linda Kisa (the “Company Management Group”)), subject to the terms, conditions, and limitations set forth therein. The complete text of the Fairness Opinion is attached to the Circular as Schedule B.

Recommendation of the Independent Directors

The Independent Directors (as defined in the Circular), having undertaken a thorough review of, and having carefully considered information concerning the Company and its subsidiaries, the terms of the Arrangement and other strategic alternatives, including the option of remaining as a publicly traded company, and after consulting with financial and legal advisors, including receiving the Fairness Opinion, have unanimously determined that the Arrangement is in the best interests of the Company (taking into account the interests of all affected stakeholders) and that the Consideration (as it may be adjusted pursuant to the terms of the Arrangement Agreement (as defined below)) to be received by the Company Shareholders (other than the Company Management Group) pursuant to the Arrangement is fair to such Company Shareholders. Accordingly, the Independent Directors unanimously recommend that Company Shareholders vote FOR the Arrangement Resolution.

In determining that the Arrangement is fair to the Company Shareholders and in the best interests of the Company, and in making their respective recommendations, the Independent Directors considered and relied upon a number of factors, including among others, the following:

Significant Premium. The target consideration of $0.80 per Common Share represents a premium of approximately 74% to the five-day volume weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) as of the close of market trading on March 13, 2026 (being the last trading day prior to the announcement of the Arrangement). The Independent Directors concluded that there is substantial uncertainty about whether Company Shareholders could obtain such a price for their Common Shares in the absence of the Arrangement.

Liquidity. The Common Shares suffer from extremely low historical trading volumes on the TSX. The Arrangement offers Company Shareholders a unique ability to achieve timely liquidity for 100% of their Common Shares at full value, which Company Shareholders could not reasonably expect to achieve in the absence of the Arrangement, even at market prices immediately preceding the announcement of the Arrangement (which are significantly below the Consideration).
Fairness Opinion. Bloom Burton Securities Inc. provided the Fairness Opinion to the Board to the effect that, as of the date of the arrangement agreement entered into between the Company, ClinActiv and the Purchaser dated March 14, 2026 (the “Arrangement Agreement”), the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders (other than the Company Management Group), subject to the terms, conditions, and limitations set forth therein.
Unsustainable Cost Structure. The ongoing costs of maintaining the Company’s public listing – including regulatory compliance, audit and legal fees, investor relations, insurance, and governance obligations – are disproportionate and unsustainable for an entity the size of the Company. Without the ability to significantly grow the business in the near to medium term, these costs are expected to result in further deterioration of Company Shareholder value.
Ability to Respond to a Superior Proposal. The Arrangement Agreement does not preclude unsolicited acquisition proposals from other parties and permits the Independent Directors to accept a superior proposal in certain circumstances. Accordingly, subject to the terms and conditions of the Arrangement Agreement, if a superior proposal were to be made that the Purchaser did not match, it could be accepted upon the Company paying a termination fee of $2.0 million. The Independent Directors determined, based on advice from their advisors, that the quantum of the termination fee is reasonable in the circumstances.

The Independent Directors, after consulting with the Company’s legal and financial advisors, and after careful consideration of, among other things, the circumstances identified under the heading “Reasons for the Arrangement” in the Circular, unanimously recommend that Company Shareholders vote in favour of the Arrangement Resolution.

THE INDEPENDENT DIRECTORS, AFTER CONSULTATION WITH OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMEND THAT COMPANY SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

Voting Support Agreements

Certain of the directors and executive officers of the Company and certain Company Shareholders who collectively beneficially owned, or exercised control or direction over, an aggregate of 6,180,208 Common Shares as of April 9, 2026, the record date for the Meeting, representing approximately 33% of the issued and outstanding Common Shares as of the date thereof (calculated on a non-diluted basis) have entered into voting support agreements with the Purchaser pursuant to which such Company Shareholders have agreed, on the terms and conditions specified therein, to vote their Common Shares FOR the Arrangement Resolution.

For additional details, see “Overview of the Arrangement – Background to the Arrangement” and “Overview of the Arrangement – Reasons for the Arrangement” in the Circular.

Approval Requirements

In order to proceed, the Arrangement Resolution must be approved by at least:

(a) two-thirds (66⅔ percent) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting; and

(b) a simple majority (50 percent plus one) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting, after excluding for this purpose votes attached to the Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101 – Protection of Minority Security Holders in Special Transactions, which shall include the Common Shares held by the Company Management Group. See “Procedure for the Arrangement to Become Effective – Required Shareholder Approval” in the Circular.

Subject to receiving the requisite approvals of the Arrangement Resolution, as well as the approval of the Ontario Superior Court of Justice (Commercial List), and the satisfaction or waiver of the other conditions to completion of the Arrangement, the Arrangement is currently anticipated to close and become effective in the second quarter of 2026.

Also included with this letter is a form of proxy for use by Company Shareholders who hold their Common Shares directly and whose name is entered on the securities register of the Company (each, a “Registered Holder”). It is important that your Common Shares be represented at the Meeting. Whether or not you intend to attend the Meeting, you are requested to complete, sign, date and return the enclosed form of proxy. To be valid and able to be acted upon at the Meeting, forms of proxy must be completed, signed and deposited with TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by no later than 5:00 p.m. (Toronto time) on May 12, 2026 or not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) before any adjournment or postponement of the Meeting.

Company Shareholders who hold their Common Shares through an intermediary such as a broker, investment dealer, bank, trust company or other intermediary (each, an “Intermediary”), or who otherwise do not hold their Common Shares in their own name (each, a “Non-Registered Holder”) should note that only proxies deposited by registered holders of Common Shares will be recognized and acted upon at the Meeting. If your Common Shares are listed in an account statement provided to you by an Intermediary, those Common Shares will, in all likelihood, not be registered in your name. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form (a “VIF”) instead of the form of proxy. Non-Registered Holders should carefully follow the instructions provided to them from their applicable Intermediary. Non-Registered Holders should refer to and carefully read the section entitled “Proxy Matters – Appointment and Revocation of Proxies – Non-Registered Holders” in the Circular as well as the voting instructions contained in the VIF provided by Broadridge.

For Registered Holders, this letter is also accompanied by a letter of transmittal (printed on yellow paper) (the “Letter of Transmittal”) that contains instructions on how Registered Holders must deliver their Common Shares in exchange for the Consideration. Registered Holders will not receive any Consideration unless and until the Arrangement is completed and such Registered Holder has returned the validly completed and duly signed Letter of Transmittal along with the original certificate(s) or DRS statement(s) representing such Registered Holder’s Common Shares to TSX Trust Company at the applicable address set out in the Letter of Transmittal. If you hold your Common Shares through an Intermediary, you should carefully follow any instructions provided to you by such Intermediary.

If you have any questions or if you require assistance with voting or completing your letter of transmittal, please contact TSX Trust Company, the Company’s transfer agent and depositary for the Arrangement, by telephone at 1-800-387-0825 (North America) or 1-416-682-3860 (International).

On behalf of the Board, I would like to express our gratitude for the support our Company Shareholders have demonstrated in the past and with respect to the Arrangement. We look forward to seeing you at the Meeting.

Yours very truly,

(signed) “Daniel N. Chicoine”

Daniel N. Chicoine
Chairman of the Board of Directors
Crescita Therapeutics Inc.

iv -

CRESCITA THERAPEUTICS INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders (the “Meeting”) of CRESCITA THERAPEUTICS INC. (the “Company” or “Crescita”) will be held on Thursday, May 14, 2026 at 9:00 a.m. (Toronto time) at 2805 Place Louis-R-Renaud, Laval, Québec for the following purposes:

TO CONSIDER and, if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is set forth in Schedule C to the accompanying management information circular (the “Circular”), to approve a plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario) (the “OBCA”), all as more particularly described in the Circular (the “Arrangement Resolution”); and
TO TRANSACT such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The Circular provides additional information relating to matters to be dealt with at the Meeting. Holders of common shares of the Company (“Company Shareholders”) are reminded to review the Circular before voting.

All Company Shareholders are urged to vote on the matters before the Meeting by proxy which can be submitted electronically, by mail, or by phone as further described herein. If voting in advance by proxy is difficult, please contact TSX Trust Company (in its capacity as Crescita’s transfer agent) as disclosed herein. Company Shareholders should also be advised that any changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release which would be filed on System for Electronic Data Analysis and Retrieval + (SEDAR+) (www.sedarplus.ca) under the Company’s issuer profile. Please monitor the Company’s press releases as well as the Company’s website for updated information up until the date of the Meeting. We do not intend to prepare or mail an amended management information circular in the event of changes to the Meeting format.

Only Company Shareholders of record as of the close of business on April 9, 2026, the record date for the Meeting (the “Record Date”), are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement thereof.

Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated April 10, 2026 (the “Interim Order”), registered holders of Common Shares have been granted the right to dissent in respect of the Arrangement Resolution in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. A Company Shareholder’s right of dissent and the procedures for exercising such right are more particularly described in Schedule D to the accompanying Circular. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in a loss of any right of dissent.

Persons who are beneficial owners (“Non-Registered Holders”) of common shares of the Company (“Common Shares”) registered in the name of an intermediary such as a broker, investment dealer, bank, trust company or other intermediaries (each, an “Intermediary”) and wish to dissent should be aware that only registered Company Shareholders are entitled to dissent. Accordingly, a Non-Registered Holder who wishes to exercise the right of dissent must make arrangements for such beneficially-owned Common Shares to be registered in the Non-Registered Holder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company, or, alternatively, make arrangements for the registered holder of such Common Shares to dissent on behalf of the Non-Registered Holder. Please see the sections entitled “Proxy Matters – Appointment and Revocation of Proxies – Non-Registered Holders” and “Dissent Rights” in the accompanying Circular for more details.

Your vote is important regardless of the number of shares that you own. Whether or not you expect to attend the Meeting, we encourage you to vote by proxy by completing, dating, signing and returning the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the enclosed form of proxy must be completed by telephone, email, fax or mail and must be returned to TSX Trust Company, Proxy

Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by May 12, 2026 at 5:00 p.m. or no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof. Non-Registered Holders should carefully follow the instructions provided to them from their applicable Intermediary. The time limit for depositing proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice, and late proxies may be accepted or rejected by the Chair of the Meeting in his or her sole discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

A Company Shareholder that has questions or requires more information with regard to the voting of Common Shares should contact their financial, legal or other professional advisors.

DATED this 10th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Daniel N. Chicoine”

Daniel N. Chicoine
Chairman of the Board of Directors

(i)

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING 1

INFORMATION CONTAINED IN THIS CIRCULAR 6

Introduction 6
Forward-Looking Statements 6
Notice to Affected Securityholders in the United States 8
Currency 9
Voting Securities and Principal Holders of Voting Securities 9

PROXY MATTERS 9

Solicitation of Proxies 9
You have the Right to Vote 10
Your Vote is Important 10
Appointment and Revocation of Proxies 10
Voting and Exercise of Discretion by Proxies 11
Record Date 12
Questions and Assistance in Voting 12

SUMMARY OF CIRCULAR 13

The Meeting 13
Parties to the Arrangement 13
Effect of the Arrangement 13
Shareholder Approval 13
The Arrangement 14
Fairness Opinion 15
The Arrangement Agreement 15
Voting Support Agreements 16
Court Approval of the Arrangement 16
Interests of Certain Persons in the Arrangement 16
Risk Factors 16
Income Tax Considerations 16
Depositary 17
Rights of Dissent 17
Letter of Transmittal 17

OVERVIEW OF THE ARRANGEMENT 18

Background to the Arrangement 18
Reasons for the Arrangement 24
Recommendations of the Independent Directors 27
Effect of the Arrangement 28
Steps of the Plan of Arrangement 29
Purchase Price Adjustment 30
Fairness Opinion 31
Source of Funds for the Arrangement 35

THE ARRANGEMENT AGREEMENT 35

General 37
Adjustment to Consideration 37
Representations and Warranties of the Parties 37
Mutual Conditions Precedent 38
Additional Conditions Precedent to the Obligations of the Purchaser 38
Additional Conditions Precedent to the Obligations of the Company 39
Covenants Relating to the Conduct of Business of the Company 39
Covenants of the Parties Relating to the Arrangement 40
Covenants Relating to Insurance and Indemnification 41
Closing Certificate 42

Other Covenants of the Parties ... 42
Covenants of the Company Regarding Non-Solicitation ... 42
Right to Match ... 45
Termination of the Arrangement Agreement ... 47
Company Termination Fees ... 49
Purchaser Termination Fees ... 50
Injunctive Relief ... 51
Other Required Approvals ... 51
Amendments ... 51
Fees and Expenses of the Arrangement ... 52

VOTING SUPPORT AGREEMENTS ... 52

PROCEDURE FOR THE ARRANGEMENT TO BECOME EFFECTIVE ... 53
Procedural Steps ... 53
Required Shareholder Approval ... 53
Court Approval ... 54
Stock Exchange Delisting and Ceasing to be a Reporting Issuer ... 54
Securities Matters ... 54
Escrow Agreement ... 56
Depositary Agreement ... 57
Procedures for Deposit of Common Shares ... 57
Timing ... 60

INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT ... 60
Common Shares and the Intentions of Directors and Executive Officers ... 61
Company SARs ... 61
Company Options ... 61
Company DSUs ... 61
Consideration ... 61
CSS Reorganization ... 63
Termination and Change of Control Benefits for Certain Officers ... 63
Continuing Insurance Coverage for Directors and Executive Officers of the Company ... 63
Indemnification ... 64

DISSENT RIGHTS ... 64

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 67
Holders Resident in Canada ... 68
Holders Not Resident in Canada ... 69

RISK FACTORS ... 70
Risks Related to the Arrangement ... 70
Risks Relating to Crescita ... 74

INFORMATION CONCERNING THE COMPANY ... 74
General ... 74
Share Capital ... 74
Market Price and Trading Volume ... 74
Prior Purchases and Sales ... 75
Dividends ... 76

INFORMATION CONCERNING THE PARENT AND THE PURCHASER ... 77

MATTERS TO BE ACTED UPON AT THE MEETING ... 77
Arrangement Resolution ... 77
Other Matters to be Considered at the Meeting ... 77

(ii)

(iii)

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...77
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...77
MANAGEMENT CONTRACTS...78
AUDITOR, TRANSFER AGENT AND REGISTRAR...78
LEGAL MATTERS...78
ADDITIONAL INFORMATION...78
OTHER MATERIAL FACTS...78
DIRECTORS' APPROVAL...79
CONSENT OF BLOOM BURTON SECURITIES INC...1

SCHEDULE A GLOSSARY OF TERMS...A-1
SCHEDULE B FAIRNESS OPINION OF BLOOM BURTON SECURITIES INC...B-1
SCHEDULE C ARRANGEMENT RESOLUTION...C-1
SCHEDULE D DISSENT RIGHTS...D-1
SCHEDULE E PLAN OF ARRANGEMENT...E-1
SCHEDULE F INTERIM ORDER...F-1
SCHEDULE G NOTICE OF APPLICATION...G-1

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

The following are some questions that you, as a Company Shareholder of Crescita may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before voting your Common Shares. All capitalized terms used below but not otherwise defined herein have the meanings set forth in Schedule A.

Q: What am I voting on?

A: You are being asked to consider and, if deemed advisable, to vote FOR the special resolution approving the Arrangement to effect a going-private transaction of the Company pursuant to which, among other things, an affiliate of ClinActiv will acquire all of the issued and outstanding Common Shares.

You also are being asked to approve the transaction of any other business that may properly come before the Meeting or any adjournment or postponement thereof.

Q: What is the recommendation of the Independent Directors?

A: The Independent Directors, having undertaken a thorough review of, and having carefully considered information concerning the Company and its Subsidiaries, the terms of the Arrangement and other strategic alternatives, including the option of remaining as a publicly traded company, and after consulting with financial and legal advisors, including receiving the Fairness Opinion, have unanimously determined that the Arrangement is in the best interests of the Company (taking into account the interests of all affected stakeholders) and that the Consideration (as it may be adjusted pursuant to the terms of the Arrangement Agreement) to be received by the Company Shareholders (other than the Company Management Group) pursuant to the Arrangement is fair to such Company Shareholders. Accordingly, the Independent Directors unanimously recommend that Company Shareholders vote FOR the Arrangement Resolution.

THE INDEPENDENT DIRECTORS, AFTER CONSULTATION WITH OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMEND THAT COMPANY SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

Q: Why are the Independent Directors making this recommendation?

A: In reaching their conclusion that the Arrangement is fair to the Company Shareholders, and that the Arrangement is in the best interests of the Company, the Independent Directors considered and relied upon a number of factors, including those described under the headings “Overview of the Arrangement – Reasons for the Arrangement” and “Overview of the Arrangement – Fairness Opinion” in this Circular.

Q: When and where is the Meeting?

A: The Meeting will be held in-person on Thursday, May 14, 2026 at 9:00 a.m. (Toronto time) at 2805 Place Louis-R-Renaud, Laval, Québec.

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of the Company. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be made primarily by mail and may be supplemented by telephone or other communication by directors, officers and employees of the Company.

If you have any questions or if you require assistance with voting or completing your Letter of Transmittal, please contact TSX Trust Company, the Company’s transfer agent and depository for the Arrangement, by telephone at 1-800-387-0825 (North America) or 1-416-682-3860 (International).

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

A: Only Company Shareholders of record as of the close of business on April 9, 2026, the record date for the Meeting, are entitled to receive notice of and to attend, and vote at, the Meeting or any adjournment or postponement thereof.

The quorum for the transaction of business at the Meeting shall be at least two persons present at the opening of the meeting who are entitled to vote either as Company Shareholders or proxyholders.

Q: How many Common Shares are entitled to vote?

A: As of the Record Date, there were 18,613,938 Common Shares issued and outstanding and entitled to vote at the Meeting. For the purposes of determining minority approval of the Arrangement Resolution, an aggregate of 1,157,820 Common Shares beneficially held or over which control or direction is exercised by the Company Management Group will be excluded from the vote.

You are entitled to one vote for each Common Share that you own.

Q: What will I receive in the Arrangement?

A: If the Arrangement is completed, each Company Shareholder other than any Dissenting Shareholders will be entitled to receive the Consideration which is based on a target purchase price of $0.80 in cash for each Common Share (subject to an increase or decrease based on the Company's Closing Net Working Capital at the closing of the Arrangement, subject to a minimum purchase price of $0.75 per Common Share) held immediately prior to the Effective Time of the Arrangement, net of applicable withholding Taxes.

If the Arrangement becomes effective, Registered Holders will not receive the Consideration they are entitled to under the Arrangement until they have properly completed, duly executed and returned the enclosed Letter of Transmittal (printed on yellow paper) to the Depositary (in accordance with the instructions set out therein), together with their share certificate(s) or DRS statement(s), as applicable, and such additional documents, certificates and instruments as the Depositary may reasonably require. For more information on how to deposit your Common Shares under the Arrangement, see under the heading "Procedure for the Arrangement to Become Effective – Procedures for Deposit of Common Shares" of this Circular.

If the Arrangement becomes effective, Non-Registered Holders must contact their Intermediary to deposit their Common Shares.

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: In order to become effective, the Arrangement must be approved by at least:

(a) two-thirds (66% percent) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting; and

(b) a simple majority (50 percent plus one) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting, after excluding for this purpose votes attached to the Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, which shall include the Common Shares held by the Company Management Group (collectively, the "Required Shareholder Approval").

See "The Arrangement Agreement – Procedure for the Arrangement to Become Effective – Required Shareholder Approval" in this Circular.

Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is completed, signed and deposited with TSX Trust Company, the Company’s transfer agent, your vote will be made in accordance with your instructions. If your proxy is completed, signed and deposited with the Transfer Agent without specifying a vote for or against the Arrangement Resolution, your Common Shares will be voted FOR the Arrangement Resolution.

Q: When is the cut-off time for delivery of proxies?

A: Proxies must be delivered to the Transfer Agent by mail to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by 5:00 p.m. (Toronto time) on May 12, 2026 or not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) before any adjournment or postponement of the Meeting.

Q: Can I change my vote after I have submitted a signed proxy?

A: Yes. A Company Shareholder who has given a form of proxy may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by: (i) depositing an instrument in writing executed by such Company Shareholder or by its attorney duly authorized in writing or, if the Company Shareholder is a corporation, by an officer or attorney thereof duly authorized; (a) at the head office of the Company at 2805 Place Louis-R- Renaud, Laval, Québec, Attention: Serge Verreault, President and Chief Executive Officer, at any time up to and including the last Business Day preceding the day of the Meeting, or any adjournment or postponement thereof; or (b) with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof; or (ii) in any other manner permitted by Law.

The time limit for depositing proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice, and late proxies may be accepted or rejected by the Chair of the Meeting in his or her sole discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

Q: In addition to the approval of the Company Shareholders, are there any other approvals required for the Arrangement?

A: Yes. The Arrangement is subject to other conditions including the approval of the Arrangement by the Court. See “The Arrangement Agreement – Procedure for the Arrangement to Become Effective – Court Approval”, “The Arrangement Agreement – Mutual Conditions Precedent”, “The Arrangement Agreement – Additional Conditions Precedent to the Obligations of the Purchaser”, and “The Arrangement Agreement – Additional Conditions Precedent to the Obligations of the Company” in this Circular.

Q: Do any directors or executive officers of the Company have any interests in the Arrangement that are different from, or in addition to, those of the Company Shareholders?

A: In considering the recommendation of the Independent Directors to vote in favour of the matters discussed in this Circular, Company Shareholders should be aware that certain directors and officers of the Company, have interests in the Arrangement that are different from, or in addition to, the interests of Company Shareholders generally. See “Interests of Certain Persons in the Arrangement” in this Circular.

Q: Will the Common Shares continue to be listed on the TSX after the Arrangement?

A: No. It is expected that the Common Shares will be delisted from the TSX, with effect as promptly as practicable following the Effective Date. The Company also intends to submit an application to cease to be a reporting issuer under applicable Securities Laws and to otherwise terminate the Company’s public reporting requirements.

Q: Should I send my certificate(s) or DRS statement(s) representing Common Shares to the Depositary now?

A: Yes. We encourage Registered Holders to complete, sign, date and return the enclosed Letter of Transmittal (printed on yellow paper) in accordance with the instructions set out therein, together with their Common Share certificate(s) or DRS statement(s), to TSX Trust Company, as Depositary, at least two Business Days prior to the Effective Date, which will assist in arranging for the prompt payment of the Consideration to which you are entitled if the Arrangement becomes effective.

In order to receive payment of the Consideration under the Arrangement, Registered Holders must comply with the deposit procedures described herein, on or before the Business Day immediately before the fifth anniversary of the Effective Date, after which any right or claim for payment under the Arrangement will terminate.

All Non-Registered Holders that hold their Common Shares through an Intermediary must contact their Intermediary to deposit their Common Shares under the Arrangement.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. There are risks associated with non-completion of the Arrangement, including that the Arrangement Agreement may be terminated by the Company or the Purchaser in certain circumstances. If, for any reason, the Arrangement is not completed, the market price of the Common Shares may be adversely affected. Further, if the Arrangement Agreement is terminated, the Company will still have incurred costs for pursuing the Arrangement, including costs related to the diversion of management's attention away from the conduct of the Company's business, and in certain situations, the payment of the Termination Fee.

If the Arrangement is not completed, the Company will continue to face, and Company Shareholders will continue to be exposed to, the risks associated with continuing as a public company and the risks that it currently faces with respect to its business and affairs. See "Risk Factors" in this Circular.

Q: What are the Canadian federal income tax consequences of the Arrangement?

A: The Arrangement will be a taxable transaction and, as a result, Company Shareholders who exchange a Common Share for Consideration pursuant to the Arrangement will generally realize a capital gain (or a capital loss) to the extent that the Consideration received exceeds (or is less than) the adjusted cost base of such Common Share immediately before the exchange and any reasonable costs associated with the disposition. For a summary of certain Canadian federal income tax consequences of the Arrangement, see "Certain Canadian Federal Income Tax Considerations" in this Circular. Such summary is not intended to be exhaustive nor is it intended to be legal or tax advice in connection with the Arrangement or to any particular Company Shareholder. Such summary does not address the Canadian federal income tax consequences relevant to the holders of Company Options, the holders of Company SARs and the holders of Company DSUs. Affected Securityholders should consult their own tax advisors as to the Canadian federal income tax consequences of the Arrangement and with respect to their particular circumstances.

Q: What are the U.S. federal or other foreign income tax consequences of the Arrangement?

A: Company Shareholders and Company Optionholders should consult their own tax advisors as to the U.S. federal or other foreign income tax consequences of the Arrangement and with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: Pursuant to the Interim Order, if the Arrangement Resolution is approved by the Company Shareholders, registered Company Shareholders will have Dissent Rights in connection with the Arrangement in respect of all, but not less than all, of the Common Shares registered in their names. Registered Holders considering

exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such Dissent Rights, which are set forth in this Circular, the Interim Order, the Plan of Arrangement and Section 185 of the OBCA, and comply with the provisions of the Dissent Rights. See “Dissent Rights” in this Circular as well as the Plan of Arrangement, the Interim Order and Section 185 of the OBCA attached as Schedule E, Schedule F and Schedule D, respectively, to this Circular.

Q: What will happen to the Common Shares that I currently own after completion of the Arrangement?

A: Upon completion of the Arrangement, any certificate(s) or DRS statement(s) representing Common Shares will represent only the right of the Registered Holder to receive the Consideration for each Common Share held.

Q: Who can help answer my questions?

A: Company Shareholders who would like additional copies, without charge, of this Circular or have additional questions about the Meeting, including the procedures to vote your Common Shares, please contact the Transfer Agent at the contact information provided below:

Telephone: 1-800-387-0825 (North America) or 1-416-682-3860 (International); or
Email: [email protected]

INFORMATION CONTAINED IN THIS CIRCULAR

Introduction

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at the Meeting and for the purposes set out in the foregoing Notice of Meeting and at any adjournment or postponement thereof. No person has been authorized to give any information or make any representation in connection with the Arrangement or other matters to be considered at the Meeting, other than those contained in this Circular, and if given or made, any such information or representation must not be relied upon as having been authorized.

This Circular does not constitute the solicitation of an offer to acquire any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

All information relating to the Purchaser and the Parent contained in this Circular has been provided to the Company by the Purchaser and the Parent, respectively. The Company has relied upon this information without having made any independent inquiries as to the accuracy or completeness thereof. However, the Company has no reason to believe such information is misleading or inaccurate. Neither the Board nor the Company assumes any responsibility for the accuracy or completeness of such information or for any omission on the part of the Purchaser or the Parent to disclose facts or events which may affect the accuracy or completeness of any such information.

All summaries of, and references to, the Arrangement Agreement, the Arrangement or the Plan of Arrangement in this Circular are qualified in their entirety by reference to the complete text of the Arrangement Agreement, available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile and the Plan of Arrangement, appended hereto as Schedule E. You are urged to carefully read the full text of the Arrangement Agreement and the Plan of Arrangement.

All capitalized terms used in this Circular (excluding the Schedules hereto unless stated otherwise) but not otherwise defined herein have the meanings set forth in the glossary attached hereto as Schedule A. Information contained in this Circular is given as of April 10, 2026, unless otherwise specifically stated.

You should not construe the contents of this Circular as legal or financial advice and should consult with your own professional advisors as to the relevant legal, financial or other matters in connection herewith.

THIS CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES AUTHORITY, NOR HAS ANY SECURITIES AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Forward-Looking Statements

This Circular contains certain forward-looking information or statements within the meaning of applicable Securities Laws (collectively referred to as "forward-looking statements"). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated herein or by reference, as applicable. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "forecast", "may", "will", "project", "potential", "predict", "could", "might", "should" or similar words suggesting future outcomes or statements regarding an outlook.

In particular, this Circular contains forward-looking statements relating to:

the anticipated benefits and effect of the Arrangement;
the Consideration to be received by the Company Shareholders pursuant to the Arrangement;
the continued employment of certain members of the management of the Company following completion of the Arrangement;
the timing of the Meeting, the Final Order and the Effective Date;
the satisfaction or waiver of the conditions to the Arrangement, if at all;
the completion of the Arrangement and the anticipated Effective Date, if at all;
the delisting of the Common Shares from the TSX and the timing thereof;
various steps to be taken pursuant to the Arrangement;
expectations with respect to the Company’s future share price;
the treatment of the Company Shareholders under tax Laws;
the effect of the Arrangement on the Company; and
the application by the Company to cease to be a reporting issuer.

Forward-looking statements respecting: (i) the structure and effect of the Arrangement are based upon the terms of the Arrangement Agreement and the transactions contemplated thereby; (ii) the Consideration to be received by Affected Securityholders pursuant to the Arrangement is based upon the terms of the Arrangement Agreement and the Plan of Arrangement; and (iii) certain steps in, and timing of, the Arrangement are based upon the terms of the Arrangement Agreement and, in respect of the ability and necessary time to receive the required Court approval and Required Shareholder Approval, advice received from the Company’s legal advisors.

See “Overview of the Arrangement” and “The Arrangement Agreement” in this Circular.

Various assumptions are used in making the forecasts or projections set out in forward-looking information or statements. In some instances, material assumptions are presented elsewhere in this Circular in connection with the statements containing the forward-looking information. Affected Securityholders are cautioned that the following list of material assumptions is not exhaustive. The material assumptions include, but are not limited to:

the Company, the Purchaser and the Parent complying with the terms and conditions of the Arrangement Agreement;
no occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement;
the approval of the Arrangement Resolution by the Company Shareholders;
the receipt of the Final Order;
no unforeseen changes in the legislative and operating framework for the business of Crescita; and

no significant event occurring outside the Ordinary Course of business such as a natural disaster or other calamity.

Although the Company considers that these assumptions are reasonable, there is no assurance that such assumptions will prove to be correct. By their very nature, forward-looking statements involve inherent risks and uncertainties and risks that forward-looking statements will not be achieved. As such, undue reliance should not be placed on forward-looking statements. A number of important factors could cause the actual results to differ materially from expectations, estimates and intentions expressed in the forward-looking statements, including those set out below and those detailed elsewhere in this Circular. Those factors include:

the inability to satisfy the conditions to completion of the Arrangement including obtaining the Required Shareholder Approval and the Final Order of the Court;
the occurrence of an event, change or other circumstance that could give rise to the termination of the Arrangement Agreement;
restrictions on the ability of Crescita to pursue certain business opportunities outside the usual, regular or Ordinary Course of business or to solicit third parties to make an Acquisition Proposal;
the payment of certain costs related to the Arrangement which may be payable by Crescita even if the Arrangement is not completed;
risks related to factors beyond the control of Crescita and the Purchaser;
general business, economic, competitive, political, regulatory and social uncertainties; and
any other factors discussed under "Risk Factors" in this Circular.

Readers are cautioned that the above list of factors that may affect future results is not exhaustive. In addition, even if actual results or developments anticipated by the Company are realized, or even if substantially realized, there can be no assurance that they will have the expected consequences to or effects on the Company or its business or operations. Readers should also carefully consider the matters discussed under the heading "Risk Factors" in this Circular and the risk factors identified in the Company's Annual Information Form dated March 30, 2026 available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. The forward-looking information and statements contained in this Circular are made as of the date hereof and Crescita does not undertake any obligation to update publicly or revise any of such information and statements, except as required by applicable Securities Laws. The forward-looking information and statements contained herein are expressly qualified by the foregoing statements.

Notice to Affected Securityholders in the United States

Crescita is a company existing under the laws of the Province of Ontario. The solicitation of proxies and the transactions contemplated in this Circular involve securities of an Ontario company and are being effected in accordance with applicable Securities Laws of Ontario and Canada. The proxy solicitation rules under the U.S. Exchange Act are not applicable to Crescita or this solicitation. Affected Securityholders should be aware that disclosure requirements under applicable Securities Laws may be different from such requirements under U.S. securities laws. Affected Securityholders should also be aware that other requirements under the Laws of Ontario and Canada may differ from requirements under U.S. corporate and securities laws.

The enforcement by investors of civil liabilities under U.S. securities laws may be affected adversely by the fact that Crescita and the Purchaser exist under the Laws of the Province of Ontario and the Parent exists under the Laws of the Cayman Islands, that some or all of their respective officers and directors are not residents of the United States and that all or a substantial portion of their respective assets may be located outside the United States. Affected Securityholders may not be able to sue a Canadian company or its officers or directors in a Canadian court for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a judgment by a U.S. court.

Affected Securityholders should be aware that the transactions contemplated herein may have tax consequences both in Canada and in the United States. Affected Securityholders who are subject to United States federal taxation should be aware that the United States tax consequences to them of participating in the Arrangement are not described in this Circular. Certain information concerning the Canadian tax consequences of the Arrangement for Company Shareholders who are United States residents is set forth under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada” in this Circular, but such consequences may not be described fully herein. All Affected Securityholders should consult with their legal, tax, financial and accounting advisors to determine the particular tax consequences to them of the transactions contemplated by the Arrangement.

Currency

Unless otherwise indicated, references herein to (x) “$” or “dollars” are to Canadian dollars, and (y) “US$” are to United States dollars.

Voting Securities and Principal Holders of Voting Securities

The directors of the Company have fixed April 9, 2026 as the record date for the determination of Company Shareholders entitled to receive notice of, and vote at, the Meeting. Company Shareholders of record at the close of business on April 9, 2026 will be entitled to vote at the Meeting and at all postponements or adjournments thereof.

The authorized share capital of the Company consists of an unlimited number of voting Common Shares without par value and an unlimited number of first and second preferred shares, issuable in series. As of the date hereof, there are 18,613,938 Common Shares issued and outstanding. There are no first or second preferred shares issued and outstanding. The Company Shareholders are entitled to receive notice of and attend any meeting of the Company Shareholders, and are entitled to one vote for each Common Share held on all matters to be acted upon at any such meeting or postponement or adjournment thereof.

Except as described in the table below, to the knowledge of the Company’s directors and executive officers, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the issued and outstanding Common Shares as of the date of this Circular.

Name of Shareholder	Type of Ownership	Number and Percentage(1) of Common Shares
Knight Therapeutics	Common Shares	1,935,489 (10.4%)

Notes:

(1) Represents the percentage of ownership of all issued and outstanding Common Shares on a basic non-diluted basis as at the Record Date.

PROXY MATTERS

Solicitation of Proxies

The Circular is furnished in connection with the solicitation of proxies by the management of Crescita Therapeutics Inc. (“Crescita” or the “Company”) for use at the Meeting to be held on May 14, 2026 at 9:00 a.m. (Toronto time) at 2805 Place Louis-R- Renaud, Laval, Québec and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Meeting. References to the Meeting in this Circular include any adjournment(s) or postponement(s) thereof. It is expected that the solicitation of proxies will be primarily by mail. However, proxies may also be solicited by the officers, directors and employees of the Company by telephone, email, or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of solicitation will be borne by the Company.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date thereof.

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In this Circular, “Crescita” or the “Company” refers to Crescita Therapeutics Inc.

You have the Right to Vote

You are entitled to receive notice of and vote at the Meeting or any adjournment or postponement of the Meeting if you are a holder of the Company’s Common Shares on the record date, which the Board has fixed as April 9, 2026. No Company Shareholders becoming shareholders of record after that time will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Your Vote is Important

As a Company Shareholder, it is important that you read the Circular carefully. You are entitled to one vote for each Common Share you hold.

Appointment and Revocation of Proxies

Registered Holders

A registered holder is a shareholder who holds Common Shares in their own name (that is, not in the name of, or through a securities market Intermediary).

If you are a Registered Holder, you may attend the Meeting and cast one vote for each Common Share registered in your name on any and all resolutions put before the Meeting. If you are unable to attend the Meeting, or do not wish to personally cast your vote(s), you may authorize another person at the Meeting to vote on your behalf. This is known as voting by proxy. Voting by proxy means that you are giving the person or persons named on your form or proxy (each a “proxyholder”) the authority to vote your shares for you at the Meeting or any adjournment or postponement thereof. A form of proxy is included in the Meeting Materials.

If you vote by proxy, the individuals who are named on the form of proxy will vote your Common Shares for you, unless you appoint someone else to be your proxyholder. The persons named in the form of proxy are directors or officers of Crescita. You have the right to appoint a person or company of your choice, who need not be a Company Shareholder, to represent you at the Meeting other than the persons designated in the form of proxy. If you appoint a person other than the persons designated on the form of proxy, that person must attend the Meeting to vote your shares. If you wish to appoint some other person to represent you at the Meeting, you may do so by inserting the name of the person to be appointed in the blank space provided on the form of proxy.

To be valid, completed proxies must be delivered to the Transfer Agent of the Company, TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by fax to 416-607-7964 or by email to [email protected] no later than 5:00 p.m. (ET) on Tuesday, May 12, 2026 or in the case of any adjournment or postponement of the Meeting, no later than 5:00 p.m. (ET) on the second business day immediately preceding the date of such adjournment or postponement, or to the Chair of the Meeting at any time prior to the commencement of the Meeting or any adjournment or postponement thereof. Registered Holders may also vote by internet at www.meeting-vote.com or by telephone at 1-888-489-7352 (toll-free in Canada and the United States) until such time. You will need your 13 digit control number to vote by internet or telephone. You will find this number on your form of proxy. The Chair of the Meeting has the right to accept or reject any late proxies, or to waive or extend the proxy deadline, with or without notice, but they are under no obligation to accept or reject any particular late proxy.

A Registered Holder who executes and returns a form of proxy may revoke it by depositing an instrument in writing executed by such shareholder or such shareholder’s attorney authorized in writing at the head office of the Company, located at 2805 Place Louis-R-Renaud, Laval, QC, H7V 0A3, Attention: Serge Verreault, President and Chief Executive Officer, at any time up to and including the last business day preceding the Meeting or any adjournment or postponement thereof or by depositing such instrument in writing with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof, or in any other manner permitted by Law.

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Non-Registered Holders

Information set forth in this section is very important to Company Shareholders who hold Common Shares other than in their own names, or who hold Common Shares registered through an Intermediary. Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. You are a Non-Registered Holder if your Common Shares are registered either:

(a) in the name of an Intermediary such as a bank, trust company, securities dealer, trustee or administrator or self-administered RRSP, RRIFs, RESPs and similar plans, that you deal with in respect of the shares; or
(b) in the name of a depository such as CDS of which the Intermediary is a participant.

Such Intermediary is the registered holder of the Non-Registered Holder’s Common Shares and is the entity legally entitled to vote these shares at the Meeting. In order for a Non-Registered Holder to vote their Common Shares at the Meeting, they must carefully follow the procedures and instructions received from the Intermediary.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, Crescita has distributed the Notice of Meeting, the Circular and the enclosed form of proxy (collectively, the “Meeting Materials”) to Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will 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) more typically, be given a voting instruction form which must be completed and signed by the Non-Registered Holder and returned to the Intermediary in accordance with the directions on the voting instruction form (which may in some cases permit the completion of the voting instruction form by telephone or online); or
(b) less commonly, be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company c/o TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by fax to 416-607-7964 or by email to [email protected].

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Although Non-Registered Holders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary, a Non-Registered Holder may attend the Meeting as proxyholder for the registered holder (i.e. the Intermediary) and vote their Common Shares in that capacity. A Non-Registered Holder who wishes to attend and vote at the Meeting in person and indirectly vote their Common Shares as a proxy holder for the registered holder, or have another person attend and vote on behalf of the Non-Registered Holder, must request an executed proxy from the registered holder or the Intermediary, as the case may be, or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

Voting and Exercise of Discretion by Proxies

All properly executed forms of proxy, not previously revoked, will be voted or withheld from voting at the Meeting in accordance with the instructions contained therein on any ballot that may be called for. Forms of proxy containing no instructions regarding the matters specified therein will be voted in favour of such matters. In the event, not presently anticipated, that any other matter is brought before the Meeting and is submitted to a vote, the form of proxy may be voted in accordance with the judgment of the persons named therein. The form of proxy also

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confers discretionary authority in respect of amendments to, or variations in, all matters that may properly come before the Meeting.

Record Date

The Board has fixed April 9, 2026 as the record date (the “Record Date”) for determining the Company Shareholders entitled to receive notice of the Meeting and, accordingly, only Company Shareholders of record on the Record Date are entitled to receive notice of and vote at the Meeting.

Questions and Assistance in Voting

If you have any questions or if you require assistance with voting or completing your Letter of Transmittal, please contact TSX Trust Company, the Company’s transfer agent and depositary for the Arrangement, by telephone at 1-800-387-0825 (North America) or 1-416-682-3860 (International).

SUMMARY OF CIRCULAR

This summary should be read together with this Circular and is qualified in its entirety by the more detailed information and financial data and statements contained elsewhere in this Circular, including the Schedules hereto and documents incorporated into this Circular by reference. Capitalized terms in this summary have the meanings set out in the glossary attached hereto as Schedule A. The full text of the Arrangement Agreement, which is incorporated by reference in this Circular, may be viewed on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

The Meeting

The Meeting will be held in-person on May 14, 2026 at 9:00 a.m. (Toronto time) at 2805 Place Louis-R- Renaud, Laval, Québec H7V 0A3.

The Board has fixed April 9, 2026, as the Record Date for determining the Company Shareholders entitled to receive notice of the Meeting and, accordingly, only Company Shareholders of record on the Record Date are entitled to receive notice of and vote at the Meeting.

The purpose of the Meeting is for Company Shareholders to consider and vote upon the Arrangement Resolution, the full text of which is set out in Schedule C to this Circular. Particulars of the subject matter relating to the Arrangement are described in this Circular under the heading “Overview of the Arrangement”.

THE INDEPENDENT DIRECTORS, AFTER CONSULTATION WITH OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMEND THAT COMPANY SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

Parties to the Arrangement

Crescita was formed on March 1, 2016, under the OBCA. The Company operates through its corporate head office located at 2805 Place Louis-R Renaud, Laval, Québec, H7V 0A3 and maintains a registered office located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7.

The Parent is incorporated under the laws of the Cayman Islands. The Purchaser was incorporated on March 10, 2026, under the OBCA for the purposes of carrying out the Arrangement. The Purchaser is a wholly-owned subsidiary of the Parent.

See “Information Concerning the Company” and “Information Concerning the Parent and the Purchaser” in this Circular.

Effect of the Arrangement

If the Arrangement becomes effective, the Purchaser will acquire all of the issued and outstanding Common Shares and it is expected that the Common Shares will be delisted from the TSX, with effect as promptly as practicable following the Effective Date. Following such de-listing of the Common Shares, it is also anticipated that the Purchaser will cause the Company to submit an application to cease to be a reporting issuer under applicable Securities Laws for the purpose of terminating the Company’s public reporting requirements. See under the headings “Overview of the Arrangement – Effect of the Arrangement” and “Procedure for the Arrangement to Become Effective – Stock Exchange Delisting and Ceasing to be a Reporting Issuer” in this Circular.

Shareholder Approval

At the Meeting, Company Shareholders will be asked to consider and, if deemed advisable, approve a special resolution in respect of the Arrangement, the full text of which is set forth in Schedule C hereto.

To be effective, the Arrangement Resolution must be approved by at least (i) at least two-thirds (66⅔ percent) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting; and (ii) at least a

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simple majority (50 percent plus one) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting, after excluding for this purpose votes attached to the Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, which shall include the Common Shares held by the Company Management Group.

The Arrangement

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations between representatives of the Company (including the Independent Directors), the Purchaser and the Parent, and their respective advisors. A summary of the material events leading up to the negotiation of the Arrangement Agreement and the material meetings, negotiations and discussions between the Parties that preceded the execution and public announcement of the Arrangement Agreement is included in this Circular under the heading “Overview of the Arrangement – Background to the Arrangement”.

Recommendations of the Independent Directors

The Independent Directors, having undertaken a thorough review of, and having carefully considered information concerning the Company and its Subsidiaries, the terms of the Arrangement and other strategic alternatives, including the option of remaining as a publicly traded company, and after consulting with financial and legal advisors, including receiving the Fairness Opinion, have unanimously determined that the Arrangement is in the best interests of the Company (taking into account the interests of all affected stakeholders) and that the Consideration (as it may be adjusted pursuant to the terms of the Arrangement Agreement) to be received by the Company Shareholders (other than the Company Management Group) pursuant to the Arrangement is fair to such Company Shareholders. Accordingly, the Independent Directors unanimously recommend that Company Shareholders vote FOR the Arrangement Resolution.

THE INDEPENDENT DIRECTORS, AFTER CONSULTATION WITH OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMEND THAT COMPANY SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

Factors Considered by the Independent Directors

As described above, in determining that the Arrangement is fair to the Company Shareholders and in the best interests of the Company, and in making their respective recommendations, the Independent Directors considered and relied upon a number of factors, including, without limitation, those listed in this Circular under the heading “Overview of the Arrangement – Reasons for the Arrangement”.

Description of the Arrangement

As more particularly described in the Plan of Arrangement attached hereto as Schedule E, it is anticipated that the Arrangement will be implemented as follows:

(a) each outstanding Company SAR (other than any Company SAR held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company SAR In-the-Money Amount of such Company SAR, less applicable withholdings, and each such Company SAR shall immediately be cancelled;

(b) each Company Option (other than any Company Option held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company Option In-the-Money Amount of such Company

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Option, less applicable withholdings, and each such Company Option shall immediately be cancelled;

(c) each outstanding Company DSU (other than any Company DSU held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, less applicable withholdings, and each such Company DSU shall immediately be cancelled;

(d) each of the Common Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for an amount determined in accordance with the Plan of Arrangement, and:

(i) such Dissenting Shareholders will cease to be the holder of such Common Shares and to have any rights as holders of such Common Shares other than the right to be paid fair value for such Common Shares;

(ii) such Dissenting Shareholders’ name(s) will be removed as the holders of such Common Shares from the registers of Common Shares maintained by or on behalf of the Company; and

(iii) the Purchaser will be deemed to be the transferee of such Common Shares free and clear of all Liens, and will be entered in the register of Common Shares maintained by or on behalf of the Company;

(e) each Common Share outstanding immediately prior to the Effective Time, other than Common Shares held by a Dissenting Shareholder, will, without any further action by or on behalf of a holder of Common Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration for each Common Share held, and:

(i) each Former Company Shareholder will cease to be a holder of Common Shares and will cease to have any rights as holders of such Common Shares, other than the right to be paid the Consideration in accordance with the Plan of Arrangement;

(ii) each Former Company Shareholder will be removed from the register of Common Shares maintained by or on behalf of the Company; and

(iii) the Purchaser will be deemed to be the transferee of such Common Shares and will be entered in the register of Common Shares maintained by or on behalf of the Company.

Fairness Opinion

In connection with the evaluation of the Arrangement, the Board received the Fairness Opinion analyzing, from a financial point of view, the fairness to the Company Shareholders of the Consideration to be received by such Company Shareholders pursuant to the terms and subject to the conditions of the Arrangement Agreement as of March 14, 2026. The Fairness Opinion was only one of many factors considered by the Independent Directors in evaluating the Arrangement and was not determinative of the views of the Independent Directors with respect to the Arrangement or the Consideration. The full text of the Fairness Opinion is attached hereto as Schedule B to this Circular.

The Arrangement Agreement

The Arrangement will be implemented in accordance with the Arrangement Agreement, the full text of which is available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile. A summary of the material terms of

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the Arrangement Agreement is set out under the heading “The Arrangement Agreement” in this Circular and is subject to and qualified in its entirety by the full text of the Arrangement Agreement.

Voting Support Agreements

The Supporting Shareholders have entered into Voting Support Agreements, pursuant to which such Supporting Shareholders have agreed, on the terms and conditions specified therein, to vote their Common Shares FOR the Arrangement Resolution. As of the Record Date, the Supporting Shareholders beneficially owned, or exercised control or direction over, an aggregate of 6,180,208 Common Shares, representing approximately 33% of the issued and outstanding Common Shares as of the date thereof on a non-diluted basis.

The full text of the Voting Support Agreements may be viewed on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile. A summary of the key terms of the Voting Support Agreements is included under the heading “Voting Support Agreements”.

Court Approval of the Arrangement

In accordance with the requirements of the OBCA, the terms of the Arrangement are subject to the approval of the Court. Prior to the mailing of this Circular, Crescita obtained the Interim Order authorizing and directing Crescita to call, hold and conduct the Meeting in accordance with the Notice of Meeting, the OBCA and the Interim Order and, in connection therewith, to seek approval of the Arrangement Resolution from the Company Shareholders in the manner set forth in the Interim Order. A copy of the Interim Order is attached as Schedule F to this Circular.

Subject to the requisite approval of the Arrangement Resolution by the Company Shareholders at the Meeting, the hearing in respect of the Final Order is scheduled to take place on May 20, 2026 at 10:00 a.m. (Toronto time), or as soon thereafter as is reasonably practicable, before a judge of the Court.

See under heading “Procedure for the Arrangement to Become Effective – Court Approval” of this Circular.

Interests of Certain Persons in the Arrangement

See under the heading “Interests of Certain Persons in the Arrangement” in this Circular.

Risk Factors

Company Shareholders should carefully consider the risk factors relating to the Arrangement before making a decision regarding approving the Arrangement Resolution. These risk factors are discussed under the heading “Risk Factors–Risks Related to the Arrangement”. In addition, if the Arrangement is not completed, Crescita will continue to face, and Company Shareholders will continue to be exposed to, the risks associated with continuing as a public corporation and the risks that it currently faces with respect to its business, affairs, operations and future prospects. Company Shareholders should carefully consider the risk factors described under the heading “Risk Factors”.

Income Tax Considerations

All Holders should consult their own tax advisors regarding the Canadian federal income tax consequences of the Arrangement applicable to their particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax laws.

For a summary of certain material Canadian income tax consequences of the Arrangement, see under the heading “Certain Canadian Federal Income Tax Considerations” in this Circular. Such summary should not be construed as, legal, business or tax advice to any particular Holder.

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Depositary

TSX Trust Company is acting as Depositary in connection with the Arrangement. The Depositary will, among other things, receive Letters of Transmittal in respect of the Common Shares, at the address specified in the Letter of Transmittal and will be responsible for delivering cheques, wires or other forms of payment of immediately available funds, in respect of the Consideration to which Company Shareholders are entitled under the Arrangement.

If you have any questions or if you require assistance with voting or completing your Letter of Transmittal, please contact TSX Trust Company, the Company’s Transfer Agent and the Depositary under the Arrangement, by telephone at 1-800-387-0825 (North America) or 416-682-3860 (International).

Rights of Dissent

The Interim Order expressly provides Registered Holders with Dissent Rights with respect to the Arrangement. As a result, any Dissenting Shareholder is entitled to be paid the fair value (determined in accordance with the Plan of Arrangement) of all, but not less than all, of the Common Shares beneficially held by it in accordance with Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), if the Company Shareholder dissents with respect to the Arrangement and the Arrangement becomes effective. It is a condition to completion of the Arrangement in favour of the Purchaser that there will not have been delivered (and not withdrawn) notices of dissent with respect to the Arrangement of more than 10% of the Common Shares.

Notwithstanding Section 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Meeting), a Dissenting Shareholder who seeks payment of the fair value of its Common Shares is required to deliver a written objection to the Arrangement Resolution to the Company not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the Meeting (or any adjournment or postponement thereof). Such notice must be delivered to the Company’s legal counsel at the following address:

Goodmans LLP
333 Bay St., Suite 3400,
Toronto, Ontario, Canada, M5H 2S7

Attention: Tom Friedland
Email: [email protected]

See under the heading “Dissent Rights” in this Circular.

Letter of Transmittal

OVERVIEW OF THE ARRANGEMENT

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations between representatives of the Company (including the Independent Directors), the Purchaser and the Parent, and their respective advisors. The following is a summary of the material events that led to the execution of the Arrangement Agreement (including ancillary transaction documents related thereto) and certain meetings, negotiations, discussions and actions of the various parties that preceded the public announcement of the Arrangement Agreement.

As a central component of corporate governance and the discharge of their fiduciary duties, the Board and management of the Company regularly consider, monitor and investigate opportunities to enhance shareholder value and provide adequate trading liquidity to the Company Shareholders. From time to time, these opportunities have included the consideration of prospective strategic transactions with various industry participants and other interested parties. The Board and management review and consider such transactions as they arise to determine whether they would be in the best interests of the Company and Company Shareholders. Management and the Board also regularly review and consider market conditions and other factors that affect the business, operations, financial conditions, and affairs of the Company, including its current and future growth opportunities and the sustainability of operations.

In December 2023, at a regularly scheduled meeting, the Board reviewed the Company’s financial position and business outlook, in light of continued valuation pressure on, and constrained liquidity of, the Common Shares. During this meeting, management provided a detailed update on the current commercial and M&A opportunities available to the Company, as well as certain operational challenges the Company was facing, including the recent termination of the Company’s Pliaglis license agreement with Taro Pharmaceuticals Inc. in October 2023. Management expressed the view that the continued execution of the Company’s existing strategic plan to achieve greater scale and profitability faced significant headwinds and recommended that the Board hire an external financial advisor to explore strategic alternatives to maximize the value for Company Shareholders, while management continued to execute the Company’s strategic plan. During this meeting, representatives of Bloom Burton presented a comprehensive plan to canvass all strategic alternatives available to the Company, including business acquisitions and divestitures (including a sale of the Company). The Board unanimously accepted management’s recommendation and resolved to engage Bloom Burton to initiate the strategic review.

Beginning in early 2024, Bloom Burton engaged in an extensive and structured search process that involved identifying target companies, individual assets and/or business units that could be targets for an in-licensing, acquisition or merger transaction (including a sale of the Company) to maximize shareholder value. Following a careful screening process, Bloom Burton profiled 35 targets with a potential strategic fit and, after consultation with the Company, reached out to more than two dozen selected targets to assess their interest in a potential strategic transaction. While a limited number of parties commenced preliminary due diligence and transaction discussions, the 2024 Strategic Review ultimately did not lead to any actionable transaction proposals. Throughout the balance of 2024, management, with the assistance of Bloom Burton, continued to informally seek out other available strategic opportunities that would maximize value and/or provide liquidity to shareholders (including engaging in preliminary discussions and due diligence with one party), but these efforts also did not lead to any actionable proposals.

In August 2024, Mr. Serge Verreault, the Company’s Chief Executive Officer, was introduced to Mr. Simon Dai, the Chief Executive Officer of ClinActiv. They began to discuss potential commercial opportunities between the Company and an affiliate of ClinActiv (“Obagi Hong Kong”). After a series of meetings, a commercial relationship was initiated in September 2024 under which the Company began manufacturing products for Obagi Hong Kong.

Mr. Verreault and Mr. Dai continued to evaluate additional commercial opportunities involving the Company and Obagi Hong Kong throughout the fall of 2024. During this period, Mr. Dai began to express interest in a potential M&A transaction involving the Company, including a potential acquisition of the Company, but no specific proposal was made by Mr. Dai.

On December 10, 2024, at a regularly scheduled Board meeting, management reviewed the Company’s 2025 budget, as well as an update on current opportunities and risks facing the Company, including the imminent termination of the Pliaglis license agreement with CROMA-Pharma GmbH (“CROMA”) for nine countries and other difficulties with

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the licensing business. Management advised the Board that the Company was expected to continue to generate financial losses in the near term and that, while profitability may be achievable over the medium term, it was not projected to create significant value for Company Shareholders. Management also updated the Board about ClinActiv's preliminary expressions of interest in a potential acquisition of the Company, as well as other potential M&A opportunities management was exploring. Representatives of Goodmans provided advice about legal considerations associated with various transactions, including a potential sale of the Company. The Board directed management to continue to evaluate all strategic alternatives that may be available to the Company (including a possible sale of the Company), while continuing to attempt to grow the business and achieve profitability.

Throughout 2025, discussions with Obagi Hong Kong continued in relation to the parties growing commercial relationship. During these discussions, Mr. Dai continued to express interest in the possibility of pursuing an acquisition of the Company through ClinActiv. Mr. Verreault kept the Board fully informed about the status of these discussions.

During the first half of 2025, the Board and management continued to search for potential M&A targets for the Company. However, they were unable to identify any suitable targets with the scale and profitability to provide acceptable returns to the Company and the Company Shareholders.

In March 2025, Mr. Verreault was introduced to the principal of a U.S.-based financial investor ("Party B") who expressed an interest in exploring a potential acquisition of Crescita Skin Sciences Inc. ("CSS"). Following execution of a confidentiality agreement, the parties began transaction discussions, and Party B began conducting due diligence, which continued throughout the spring and summer of 2025.

In May 2025, Mr. Chicoine, the independent Chair of the Board, met with the Chairman of Knight Therapeutics, the largest Company Shareholder, to discuss possible transactions that could provide liquidity to Knight Therapeutics and/or the other Company Shareholders. During this meeting, Knight Therapeutics expressed its desire for the Company to pursue such opportunities and indicated that it would be supportive of a transaction that provided Company Shareholders with liquidity at a reasonable valuation.

On May 23, 2025, the Company announced that it had entered into an agreement with CROMA to terminate its commercialization and development license agreement with CROMA that granted CROMA the exclusive rights to market Pliaglis® in Germany, the United Kingdom, Ireland, Switzerland, Brazil, Romania, Belgium, the Netherlands and Luxembourg.

On June 17, 2025, representatives of an Australian-based pharmaceutical company ("Party C") contacted Mr. Verreault and expressed interest in a potential acquisition of the Company. The parties subsequently entered into a confidentiality agreement and commenced negotiations and due diligence.

On June 25, 2025, the Company entered into a confidentiality agreement with ClinActiv in order to formalize discussions about a potential acquisition of the Company by ClinActiv. Following the execution of the confidentiality agreement, ClinActiv began conducting due diligence.

On August 27, 2025, following a meeting between management and the principals of Party C the week before, the Company received a written non-binding indication of interest from Party C with respect to a potential acquisition of the Company. The proposal did not include a valuation for the Company or its assets but requested a six-week exclusivity period. In subsequent discussions, the Chief Executive Officer of Party C advised Mr. Verreault that Party C would be willing to offer $12 million for all of the Common Shares plus a $3 million contingent value right tied to future sales performance. After consulting with the Independent Directors, Mr. Verreault advised Party C that the Board welcomed the opportunity to continue negotiations with Party C but was not prepared to agree to exclusivity based on Party C's current proposal, given that there were other parties actively engaged in due diligence and negotiations with the Company. As a result of the Board's decision not to grant Party C exclusivity, Party C terminated discussions with the Company regarding a potential transaction.

On November 6, 2025, Party B delivered a draft letter of intent with respect to a potential acquisition of CSS for approximately $12 million in cash. The proposal was conditional upon Party B completing due diligence and obtaining

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financing for the transaction. It also required a 60-day exclusivity period and a 45-day due diligence period. Mr. Verreault promptly provided a copy of the letter of intent to the Board. Management and the Board recognized that selling CSS separately from the Company’s Non-CSS Business would require the Company to develop a plan to deal with the Non-CSS Business and to provide liquidity to Company Shareholders on a tax-efficient basis, given that the proceeds of the sale of CSS would be received by the Company and the Non-CSS Business was not viable as a standalone public company. The Board, therefore, asked management to evaluate possibilities for dealing with the Non-CSS Business, including the possibility of management acquiring the Non-CSS Business.

Also on November 6, 2025, the Company received a non-binding indication of interest from ClinActiv offering to acquire all of the outstanding Common Shares for $0.65 per Common Share, subject to a downward adjustment based on the Company’s cash balances at closing (after payment of all transaction expenses, Company Equity Awards and other change of control obligations). The letter also included a number of contractual commitments from the Company Management Group, including in relation to transition services and an obligation to roll over all of their Common Shares and Company Equity Awards into the post-closing structure. Mr. Verreault promptly notified the Board of this proposal. After consulting with the Board, Mr. Verreault advised ClinActiv that their proposal was inadequate from a value perspective.

As a result of the potential for a conflict between the interest of management and the other Company Shareholders in connection with a potential transaction involving either ClinActiv or Party B, Mr. Chicoine, on behalf of the Board, contacted representatives of Goodmans to discuss appropriate governance procedures for the negotiation of these transactions. Goodmans advised Mr. Chicoine that, as a result of the potentially different interests of the Company Management Group in these transactions, Mr. Verreault should not take part in the deliberations and decision-making processes of the Board, and the Independent Directors should oversee the negotiations with ClinActiv and Party B. Mr. Chicoine and Goodmans also discussed certain requirements of MI 61-101 that could apply to a change of control transaction, including the possibility that the Board may need to engage an independent financial advisor in connection with a transaction. Mr. Chicoine and Goodmans discussed whether the Board should form a special committee and whether the Board (or any committee) needed separate legal counsel.

Mr. Chicoine subsequently discussed Goodmans’ advice with the other Independent Directors, and it was agreed that (i) Mr. Verreault would recuse himself from the deliberations and decision-making processes with respect to a potential change of control transaction and, accordingly, a special committee was unnecessary because all three Independent Directors would be actively involved in the process on behalf of the Board, (ii) Mr. Chicoine would be directly involved in negotiating the potential transactions and would keep the other Independent Directors apprised of the status and seek their approval of material issues in relation to the process (particularly issues involving potential conflicts of interest), and (iii) Goodmans would provide legal advice to the Independent Directors and the Company in connection with a potential transaction.

Over the next several weeks, Messrs. Chicoine and Verreault continued to advance negotiations with both ClinActiv and Party B. Negotiations with Party B focused primarily on the status of Party B’s financing and developing a structure that would result in Company Shareholders receiving tax-efficient liquidity at the highest possible valuation, given that Party B was only seeking to acquire CSS. Negotiations with ClinActiv focused primarily on attempting to increase the purchase price payable to Company Shareholders. During discussions with ClinActiv, Messrs. Chicoine and Verreault formed the view that Obagi Hong Kong’s interest in an ongoing commercial partnership with the Company was closely linked to ClinActiv’s interest in acquiring the Company, and that in the absence of a strategic transaction, Obagi Hong Kong may reduce its commercial relationship with the Company, which would have a material negative impact on the Company’s CSS Business. During this period, with the permission of Mr. Chicoine, management and ClinActiv continued to negotiate mutually acceptable terms for transition services and the treatment of management’s Company Equity Awards and contractual severance entitlements.

On December 10, 2025, ClinActiv delivered a revised non-binding indication of interest for the acquisition of 100% of the Common Shares at a purchase price of $0.80 per Common Share, including the acquisition of vested Company Equity Awards (other than those held by the Company Management Group). Under this proposal, management was required to provide up to two years of transition services, to rollover their Common Shares for one year, and to defer the payout of their Company Equity Awards and their contractual severance entitlements for up to three years, and to subject those entitlements to a number of contingencies. This proposal was conditional upon the Company agreeing to a 45-day exclusivity period. Mr. Verreault immediately notified the Independent Directors of the revised proposal.

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On December 11, 2025, at a regularly scheduled meeting, the Board received a comprehensive update on the Company’s financial and operating performance for fiscal 2025, management’s budget for 2026 and management’s three-year plan. The Board also received a detailed update on the status of negotiations with ClinActiv and Party B. During this meeting, the Board received legal advice from Goodmans with respect to governance and other legal considerations relevant to these transactions. After discussion and deliberation, the Board directed management to attempt to continue negotiations with both ClinActiv and Party B in an effort to obtain the best possible transaction terms for the Company Shareholders. The Independent Directors also authorized management, under the supervision of Mr. Chicoine, to continue to negotiate arrangements between the Company Management Group and ClinActiv with respect to transition services and the treatment of the Company Management Group’s Company Equity Awards and contractual severance entitlements, subject to the final approval of such arrangements by the Independent Directors.

Between December 11, 2025 and January 15, 2026, Messrs. Chicoine and Verreault continued negotiations with ClinActiv and Party B. While the Company and Party B continued to negotiate the terms of Party B’s non-binding letter of intent, Party B did not provide sufficient evidence of financing, as requested by Messrs. Chicoine and Verreault. During a series of meetings with representatives of ClinActiv, Messrs. Chicoine and Verreault were able to negotiate a number of improvements to the ClinActiv offer, including improved terms of the purchase price adjustment and the deposit of the Purchaser Termination Fee with a Canadian escrow agent. However, ClinActiv was unwilling to increase its purchase price above $0.80 per share (subject to adjustment). During this period, management continued to negotiate arrangements with ClinActiv with respect to transition services and the treatment of the Company Management Group’s Company Equity Awards and contractual severance entitlements. In an effort to reach a mutually acceptable resolution, ClinActiv proposed the CSS Reorganization whereby the Non-CSS Business would be transferred to the Company Management Group in exchange for the Company Management Group’s agreement to waive payout of their Company Management Group’s Company Equity Awards and contractual severance entitlements (representing approximately $1.8 million in the aggregate), with no resulting liability to ClinActiv or CSS.

During a meeting with ClinActiv on January 14, 2026, representatives of ClinActiv advised the Company that they were unwilling to proceed with additional due diligence and the negotiation of transaction documents on a non-exclusive basis, and proposed that the parties promptly enter into a binding letter of intent that contained all of the material terms of the proposed transaction, including limited termination rights, reciprocal termination fees and remedies in the event that either party did not proceed with the transaction. After consulting with Mr. Chicoine, Mr. Verreault requested that ClinActiv deliver a draft binding letter of intent for management and the Independent Directors to evaluate.

On January 15, 2026, the Board met so that the other Independent Directors could receive an update from Mr. Chicoine and management on the status of negotiations with ClinActiv and Party B, including ClinActiv’s proposal for a binding letter of intent. During this meeting, the Independent Directors directed Mr. Chicoine and management to attempt to progress negotiations with Party B while negotiating a binding letter of intent with ClinActiv. The Independent Directors authorized the Company to enter into a non-binding, non-exclusive letter of intent with Party B to assist Party B in obtaining its financing commitments.

On January 20, 2026, ClinActiv delivered a non-binding term sheet setting out revised terms of the Arrangement and the CSS Reorganization reflecting recent negotiations between the parties.

On January 22, 2026, the Company entered into a non-binding, non-exclusive letter of intent with Party B in order to allow Party B to progress its financing commitments. The letter of intent contemplated that management would acquire the Non-CSS Business on terms to be negotiated with management.

On January 26, 2026, Bennett Jones, legal counsel for ClinActiv, delivered a draft binding letter of intent with respect to the Arrangement and the CSS Reorganization. Mr. Verreault promptly shared this document with the Independent Directors. Messrs. Chicoine and Verreault consulted with Goodmans regarding the implications of entering into a binding letter of intent and the timing and process for entering into definitive transaction agreements and eventually closing a transaction. As a result of that discussion, Messrs. Chicoine and Verreault concluded that negotiating a binding letter of intent would result in material additional transaction costs and a longer timeline for completing a transaction, and that it may be preferable to agree to exclusivity with ClinActiv and proceed directly to negotiation of the Arrangement Agreement if Party B was unable to provide evidence of the availability of financing promptly.

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On or about January 27, 2026, Mr. Chicoine contacted Party B to discuss the status of its proposal and whether it was possible to accelerate its financing commitments. Party B advised Mr. Chicoine that it would require an additional 60 days before being in a position to provide binding financing commitments. As a result of that discussion, Mr. Chicoine concluded that there was significantly greater risk (including additional cost) associated with pursuing a proposal with Party B relative to a transaction with ClinActiv.

On January 28, 2026, Goodmans and Bennett Jones discussed the possibility of proceeding directly to negotiation of the Arrangement Agreement in lieu of a binding letter of intent.

On January 29, 2026, representatives of ClinActiv advised Mr. Verreault that ClinActiv was willing to proceed directly to negotiation of the Arrangement Agreement, subject to the Company agreeing to a brief period of exclusivity during the negotiations. Later that day, counsel to ClinActiv delivered a draft exclusivity agreement to Goodmans, seeking exclusivity until February 28, 2026.

On February 2, 2026, Mr. Chicoine had a telephone call with representatives of Party B to advise Party B that the Company was considering entering into exclusive negotiations with another bidder. Mr. Chicoine encouraged Party B to continue to progress its financing commitments in the event that negotiations with the other bidder did not progress.

Later on February 2, the Independent Directors met with management, as well as representatives of Goodmans and Bloom Burton, to evaluate the ongoing negotiations with ClinActiv and Party B and to consider whether to enter into the proposed exclusivity agreement with ClinActiv. Mr. Chicoine provided an update on the status of negotiations with ClinActiv and Party B and his view of the relative benefits and risks associated with each potential transaction. Representatives of Bloom Burton also provided their opinion about the relevant benefits and risks associated with each potential transaction. An extensive discussion ensued about whether it was in the best interests of the Company to enter into the exclusivity agreement with ClinActiv or reject the exclusivity agreement and attempt to keep negotiating with both parties. The Independent Directors weighed the risk of no longer being able to negotiate with Party B, on the one hand, against the risk of ClinActiv terminating negotiations and Obagi Hong Kong reducing production volumes if the Company did not enter into the requested exclusivity agreement, on the other hand. At the conclusion of the discussion, the Independent Directors unanimously determined that the potential transaction with ClinActiv had the highest probability of leading to an executable transaction that maximized value for the Company Shareholders and that ClinActiv would not proceed without the requested exclusivity agreement. The Independent Directors received advice from Goodmans about the ability of the Company to respond to any further proposals from Party B (or other third parties), both during the exclusivity period and after entering into the Arrangement Agreement. The Independent Directors, with the assistance of Goodmans, discussed Bloom Burton's qualifications and independence to act as financial advisor to provide a fairness opinion in connection with the Arrangement. The Independent Directors met in camera with representatives of Goodmans to discuss these matters further. Among other things, the Independent Directors discussed whether management had a conflict of interest in making its recommendation to pursue the ClinActiv transaction rather than the Party B transaction. The Independent Directors concluded that, since management's interest in both transactions was similar, management should not have a material incentive to prefer one transaction over another. The Independent Directors unanimously resolved to authorize the Company to enter into the proposed exclusivity agreement with ClinActiv, subject to receiving reasonable evidence of ClinActiv's availability of funds for the proposed transaction. The Independent Directors delegated authority to Mr. Chicoine to approve evidence of the source of ClinActiv's funds. The Independent Directors also unanimously concluded that Bloom Burton was highly qualified and independent of ClinActiv and management, and that the Company should engage Bloom Burton to provide a fairness opinion in connection with the Arrangement. Mr. Chicoine advised the other Independent Directors that management had requested that the Company pay the fees of legal counsel to negotiate the CSS Reorganization on behalf of management because management was not receiving any net benefit from the CSS Reorganization, the CSS Reorganization was necessary for the Arrangement to proceed, and the CSS Reorganization was expected to benefit all Company Shareholders by resulting in higher Consideration for the Common Shares under the Arrangement. The Independent Directors asked Mr. Chicoine to request a budget of such costs from management before granting approval.

On February 8, after ClinActiv had provided evidence of its availability of funds satisfactory to Mr. Chicoine, the Company and ClinActiv entered into an exclusivity agreement with an exclusivity period until February 20, 2026.

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Between February 8 and March 2, the Company (under the supervision of the Independent Directors) and ClinActiv, with the assistance of their respective legal counsel, negotiated the terms of the Arrangement Agreement, the Share Purchase Agreement (including the Transition Services Agreement) and related legal documentation for the Arrangement and the CSS Reorganization.

On February 15, 2026, the Company entered into an engagement letter with Bloom Burton pursuant to which it engaged Bloom Burton, on a fixed-fee basis, to provide a fairness opinion in connection with the Arrangement, under the direction and supervision of the Independent Directors.

Effective February 28, 2026, after consulting with the other Independent Directors, Mr. Chicoine, on behalf of the Company, agreed to extend the exclusivity with ClinActiv until March 6, 2026.

On March 2, the Independent Directors met with Goodmans and Bloom Burton so that Bloom Burton could make a presentation regarding its financial analysis and considerations to date with respect to the fairness, from a financial point of view, of the minimum Consideration to be received by Company Shareholders, including, among other things: (a) information regarding the events leading up to the Arrangement and the relevant market context; (b) a review of the key financial aspects of the Arrangement; (c) a review of the trading prices and volumes of the Common Shares; (d) a comparison of the Consideration to a range of values derived from standard valuation methodologies; (e) the amount of the Company Termination Fee; and (f) the financial terms of the CSS Reorganization and its impact on the Consideration to be received by Company Shareholders under the Arrangement. During the meeting, Goodmans discussed the legal duties of the directors in evaluating the Arrangement and the CSS Reorganization, as well as the requirements of MI 61-101 in relation to the Arrangement and the CSS Reorganization. Goodmans also provided a summary of the current drafts of the definitive transaction agreements, and the Independent Directors, with the assistance of Goodmans, discussed the potential resolution of certain outstanding issues. The Independent Directors also discussed and approved the budget of legal fees for the Company Management Group to negotiate the CSS Reorganization.

Over the course of the next two weeks, the Company (under the supervision of the Independent Directors) and ClinActiv, with the assistance of their respective legal counsel, continued to negotiate the terms of the Arrangement Agreement, the Voting Support Agreement and the Share Purchase Agreement (including the Transition Services Agreement). During this period, Bloom Burton continued its analysis of the financial terms of the Arrangement and the CSS Reorganization. In particular, at the request of the Independent Directors, Bloom Burton conducted further analysis of the consideration being paid by the Company Management Group under the Share Purchase Agreement (including the value of the Company Management Group's Company Equity Awards and contractual severance entitlements) and the value of the Non-CSS Business.

On March 4 and 5, representatives of the Company and ClinActiv met with their respective legal counsel to attempt to resolve the material outstanding issues in the transaction agreements, and proposed resolutions were reached on a number of issues, subject to approval by the Independent Directors. Following the meeting, a representative of Goodmans had a call with Mr. Chicoine to summarize the issues that had been raised by ClinActiv and the proposed resolutions that had been discussed during the meeting. Mr. Chicoine expressed support for the proposed resolutions and directed Goodmans to proceed with finalizing the transaction documents on the basis of those proposed resolutions, subject to confirmation by the other Independent Directors. Mr. Chicoine subsequently updated the Independent Directors about the status of negotiations and the proposed resolution of certain issues.

Between March 10 and 13, 2026, the Independent Directors reviewed and provided feedback on various written materials with respect to the Arrangement and the CSS Reorganization, including (i) the current drafts, and detailed summaries of, the Arrangement Agreement, the Voting Support Agreements and the Share Purchase Agreement (including the Transition Services Agreement), (ii) a draft of Bloom Burton's written presentation regarding the fairness, from a financial point of view, of the Consideration to be received by Company Shareholders (other than the Company Management Group) under the Arrangement, (iii) a draft of the factors being considered by the Independent Directors in determining whether to approve the Arrangement and the CSS Reorganization, and (iv) a draft news release announcing the Arrangement. During this period, the Company obtained the support of the Supporting Shareholders to the terms of the Voting Support Agreements.

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On March 11, after consulting with the other Independent Directors, Mr. Chicoine, on behalf of the Company, agreed to extend the exclusivity with ClinActiv until March 16, 2026.

On March 13, the Independent Directors met to review the proposed terms of the Arrangement Agreement, the Voting Support Agreements, the Share Purchase Agreement (including the Transition Services Agreement) and related legal documents. During the meeting, the Independent Directors, with assistance from their legal and financial advisors, engaged in a detailed review of the terms of such agreements. The Board invited management (including Mr. Verreault) to attend a portion of the meeting to make a presentation regarding their analysis of various risks associated with the Arrangement, and to answer questions from the Independent Directors about the Arrangement and the CSS Reorganization. During the meeting, legal counsel provided a detailed review of the legal terms of the Arrangement and the CSS Reorganization. Representatives of Bloom Burton made a presentation setting out their analysis of the fairness of the Consideration, from a financial point of view, to be received by Company Shareholders pursuant to the Arrangement. At the conclusion of its presentation, Bloom Burton delivered its verbal opinion (subsequently confirmed in writing) to the effect that the Consideration (as it may be adjusted pursuant to the terms of the Arrangement Agreement) to be received by the Company Shareholders (other than the Company Management Group) is fair, from a financial point of view, to such holders, subject to the terms, conditions, and limitations set forth therein. After management (including Mr. Verreault) recused themselves from the meeting, the Board met in camera with Goodmans and Bloom Burton to continue to review the Arrangement and the CSS Reorganization. After consulting with its legal and financial advisors, and a review and consideration of various factors, including the matters discussed under “- Reasons for the Arrangement” and the interests of various stakeholders, the Independent Directors unanimously resolved (i) that the Arrangement is in the best interests of the Company (taking into account the interests of all affected stakeholders), (ii) that the Consideration (as it may be adjusted pursuant to the terms of the Arrangement Agreement) to be received by the Company Shareholders (other than the Company Management Group) pursuant to the Arrangement is fair to such Company Shareholders, and (iii) to recommend that Company Shareholders vote FOR the Arrangement Resolution.

On March 13, the Purchaser deposited the Escrow Amount into escrow with the Depositary.

The Arrangement Agreement, the Voting Support Agreements and the Share Purchase Agreement were subsequently finalized and were executed on March 14, 2026. A news release announcing the Arrangement and the CSS Reorganization was disseminated on March 16, 2026 before the opening of trading on the TSX.

Reasons for the Arrangement

Significant Premium. The target Consideration of $0.80 per Common Share represents a premium of approximately 74% to the five-day volume weighted average price of the Common Shares on the TSX as of the close of market trading on March 13, 2026 (being the last trading day prior to the announcement of the Arrangement). The Independent Directors concluded that there is substantial uncertainty about whether Company Shareholders could obtain such a price for their Common Shares in the absence of the Arrangement.
Liquidity. The Common Shares suffer from extremely low historical trading volumes on the TSX. The Arrangement offers Company Shareholders a unique ability to achieve timely liquidity for 100% of their Common Shares at full value, which Company Shareholders could not reasonably expect to achieve in the absence of the Arrangement, even at market prices immediately preceding the announcement of the Arrangement (which are significantly below the Consideration).
Review of Strategic Alternatives. The Company has been unable to identify and complete meaningful acquisitions that would create long-term shareholder value and achieve the scale necessary for the Company to continue as a publicly traded entity. The Arrangement follows a lengthy process by the Independent Directors and management, with the assistance of financial and legal advisors, to evaluate

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various strategic alternatives that may be in the best interest of the Company and the Company Shareholders. These alternatives included potential strategic acquisitions and licensing opportunities, the sale of all or a portion of the Company's assets, the sale of all or a portion of the issued and outstanding Common Shares and the continued execution of the Company's existing strategic plan. Throughout this process, a significant number of interested parties were contacted, several entered into confidentiality agreements but none of those opportunities led to a transaction that the Board determined would be in the best interests of the Company and the Company Shareholders.

Compelling Value Relative to Alternatives. The Independent Directors, with the assistance of management and financial and legal advisors, and based upon their collective knowledge of the Company's business, operations, financial condition, earnings and prospects, as well as their collective knowledge of the current and prospective environment in which the Company operates (including economic and market conditions), assessed the relative benefits and risks of all alternatives reasonably available to the Company, including the continued execution of the Company's strategic plan, and ultimately concluded the Arrangement was the most favourable opportunity reasonably available to the Company, the Company Shareholders (other than the Company Management Group) and other stakeholders.
Support of Significant Shareholder. Knight Therapeutics, the Company's largest independent shareholder that holds approximately 10.4% of the outstanding Common Shares, has entered into a Voting Support Agreement pursuant to which, among other things, it has agreed to vote its Common Shares FOR the Arrangement. In the aggregate, Voting Support Agreements have been entered into with Company Shareholders holding approximately 33% of the outstanding Common Shares.
Fairness Opinion. The Financial Advisor provided the Fairness Opinion to the Board to the effect that, as of the date of the Arrangement Agreement, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders (other than the Company Management Group), subject to the terms, conditions, and limitations set forth therein.
Unsustainable Cost Structure. The ongoing costs of maintaining the Company's public listing – including regulatory compliance, audit and legal fees, investor relations, insurance, and governance obligations – are disproportionate and unsustainable for an entity the size of the Company. Without the ability to significantly grow the business in the near to medium term, these costs are expected to result in further deterioration of Company Shareholder value.
Independent Director Oversight. The evaluation and negotiation of the Arrangement and the CSS Reorganization were overseen and directed by the Independent Directors. Mr. Verreault recused himself from the deliberations and decision-making in connection with the Arrangement and the CSS Reorganization due to his interest in the CSS Reorganization. The Independent Directors were advised by highly qualified and independent financial and legal advisors. In particular, the Independent Directors, with the assistance of legal and financial advisors, carefully scrutinized the transactions contemplated by the CSS Reorganization and concluded that the transactions contemplated by the CSS Reorganization provide a net benefit to the Company Shareholders (other than the Company Management Group) because they result in the Company Shareholders receiving a higher price for their Common Shares under the Arrangement than they would receive in the absence of the Share Purchase Agreement.
Ability to Respond to a Superior Proposal. The Arrangement Agreement does not preclude unsolicited Acquisition Proposals from other parties and permits the Independent Directors to accept a Superior Proposal in certain circumstances. Accordingly, subject to the terms and conditions of the Arrangement Agreement, if a Superior Proposal were to be made that the Purchaser did not match, it could be accepted upon the Company paying the Termination Fee of $2.0 million. The Independent Directors determined, based on advice from their advisors, that the quantum of the Termination Fee is reasonable in the circumstances.

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Shareholder and Court Approvals Required. The Arrangement will only become effective if it is approved by: (i) not less than two-thirds of the votes cast by the Company Shareholders, present in person or represented by proxy, at the Meeting, (ii) a majority of the votes cast by the Company Shareholders, present in person or represented by proxy, at the Meeting, excluding votes attached to Common Shares held by the Company Management Group, and (iii) the Court, after it assesses the fairness of the Arrangement.
Right of Company Shareholders to Dissent. Registered Holders as of the Record Date will be entitled to dissent with respect to the Arrangement and have the Court determine the fair value of their Common Shares.
Purchaser Termination Fee. The Purchaser is obligated to pay to the Company the Purchaser Termination Fee of US$1.5 million in certain circumstances, including if the Purchaser fails to consummate the Arrangement when required to do so under the terms of the Arrangement Agreement.
Timing. The Independent Directors believe that the Arrangement is likely to be completed in accordance with its terms and within a reasonable time, thereby allowing the Company Shareholders and holders of Company Equity Awards (other than the Company Management Group) to receive the Consideration or other amounts payable to them pursuant to the Arrangement in a relatively short time frame.

In the course of its deliberations, the Independent Directors also identified and considered a variety of risks and potentially negative factors relating to the Arrangement, including those described under the heading “Risk Factors” as well as the following:

If the Arrangement is successfully completed, the Company will no longer exist as an independent publicly traded company, and Company Shareholders will be unable to participate in any future potential benefits of the business of the Company.
The fact that as a result of the CSS Reorganization, the Company Management Group has interests that differ from the interests of Company Shareholders generally. However, as described above, the Independent Directors concluded that the CSS Reorganization provides a net benefit to Company Shareholders (other than the Company Management Group) because it results in Company Shareholders receiving a higher price for their Common Shares under the Arrangement than they would receive in the absence of the Share Purchase Agreement, as a result of the Purchaser not having to assume approximately $1.8 million of pre-existing contractual change of control liabilities owing to the Company Management Group. The Financial Advisor considered the transactions contemplated by the CSS Reorganization in providing the Fairness Opinion.
The fact that the Company has and will continue to incur costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.
The impact of the Arrangement on the day-to-day operations of the Company and the potential negative effect of the pendency of the Arrangement on the Company’s business (including its relationships with employees, suppliers, customers and partners).
The pending Arrangement may divert the attention of the Company’s management and resources from the operation of the Company’s business.
The risks to the Company if the Arrangement is not completed, including the costs to the Company in pursuit of the Arrangement, the diversion of management's attention away from conducting the Company’s business in the ordinary course and the potential impact on the Company’s current business relationships (including with current and prospective employees, customers, suppliers and partners).

The fact that the Consideration received by Company Shareholders will likely be taxable to the Company Shareholders for Canadian income tax purposes.
The restrictions imposed pursuant to the Arrangement Agreement on the conduct of the Company's business during the period between the execution of the Arrangement and the consummation of the Arrangement or the termination of the Arrangement Agreement.
The limitations contained in the Arrangement Agreement on the Company's ability to solicit alternative transactions from third parties and the risk that the Termination Fee, if payable, may adversely affect the Company's financial condition.
The Termination Fee may discourage third parties from proposing or pursuing an alternative transaction with the Company.
The conditions to the Purchaser's obligation to complete the Arrangement and the rights of the Purchaser to terminate the Arrangement Agreement in certain circumstances.
The Fairness Opinion will not reflect changes in circumstances that may occur after the date of the Fairness Opinion, including changes in circumstances that may occur between the date of the Arrangement Agreement and the completion of the Arrangement.
Other risks associated with the Parties' ability to complete the Arrangement.

The foregoing discussion of the information and factors considered and evaluated by the Independent Directors is not intended to be exhaustive, but is believed to include all material factors considered by the Independent Directors. In addition, in reaching the determination to approve and recommend the Arrangement, the Independent Directors did not assign any relative or specific weight to each of the foregoing factors, and individual directors may have given different weight to different factors. The Independent Directors' reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See "Information Contained in this Circular – Forward-Looking Statements" and "Risk Factors" in this Circular.

Recommendations of the Independent Directors

THE INDEPENDENT DIRECTORS, AFTER CONSULTATION WITH OUTSIDE LEGAL COUNSEL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMEND THAT COMPANY SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

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Effect of the Arrangement

The purpose of the Arrangement is to effect the acquisition of the Common Shares by the Purchaser. As more particularly described in the Plan of Arrangement attached hereto as Schedule E, it is anticipated that the Arrangement will be implemented as follows:

(a) each outstanding Company SAR (other than any Company SAR held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company SAR In-the-Money Amount of such Company SAR, less applicable withholdings, and each such Company SAR shall immediately be cancelled;

(b) each Company Option (other than any Company Option held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company Option In-the-Money Amount of such Company Option, less applicable withholdings, and each such Company Option shall immediately be cancelled;

(ii) such Dissenting Shareholders’ name(s) will be removed as the holders of such Common Shares from the registers of Common Shares maintained by or on behalf of the Company; and

(ii) each Former Company Shareholder will be removed from the register of Common Shares maintained by or on behalf of the Company; and

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(iii) the Purchaser will be deemed to be the transferee of such Common Shares and will be entered in the register of Common Shares maintained by or on behalf of the Company.

The target purchase price of $0.80 per Common Share represents a premium of approximately 74% to the five-day volume weighted average price of the Common Shares on the TSX as of the close of market trading on March 13, 2026 (being the last trading day prior to the announcement of the Arrangement).

Company SARs

As of the date hereof, Crescita has 982,250 outstanding Company SARs at exercise prices ranging from $0.46 to $0.64 with a weighted average exercise price of approximately $0.517. Under the Plan of Arrangement, each outstanding Company SAR (other than any Company SAR held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company SAR In-the-Money Amount of such Company SAR, less applicable withholdings, and each such Company SAR shall immediately be cancelled.

Company Options

As of the date hereof, Crescita has outstanding 2,752,771 Company Options outstanding at exercise prices ranging from $0.46 to $1.63 per Common Share with a weighted average exercise price of approximately $0.732 per Common Share, of which 2,350,771 are in-the-money as at the date of the Circular with a weighted average exercise price of approximately $0.58. Under the Plan of Arrangement, each outstanding Company Option (other than any Company Option held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company Option In-the-Money Amount of such Company Option, less applicable withholdings, and each such Company Option shall immediately be cancelled.

Company DSUs

As of the date hereof, the Company has 407,327 Company DSUs outstanding. In accordance with the terms of the Plan of Arrangement, each outstanding Company DSU (other than any Company DSU held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, less applicable withholdings, and each such Company DSU shall immediately be cancelled.

Steps of the Plan of Arrangement

If the Plan of Arrangement is approved by the Company Shareholders and the Court and the other conditions to completion thereof are satisfied or waived, then, among other things, the following transactions will occur:

(a) Deposit of Aggregate Consideration – Prior to the Effective Time of the Arrangement, the Purchaser will deposit the aggregate cash Consideration payable to Company Shareholders in accordance with the Arrangement Agreement with the Depositary.

(b) Company SARs – Each Company SAR (other than any Company SAR held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company SAR In-the-Money Amount of such Company SAR, less applicable withholdings, and each such Company SAR shall immediately be cancelled.

(c) Company Options – Each Company Option (other than any Company Option held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in

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exchange for a cash payment from the Company equal to the Company Option In-the-Money Amount of such Company Option, less applicable withholdings, and each such Company Option shall immediately be cancelled.

(d) Company DSUs – Each Company DSU (other than any Company DSU held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, less applicable withholdings, and each such Company DSU shall immediately be cancelled.

(e) Common Shares of Dissenting Shareholders – Each Common Share held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred by the holder thereof to the Purchaser in consideration for a debt claim against the Purchaser. Such Dissenting Shareholders will cease to be the holders of such Common Shares and to have any rights as holders of such Common Shares other than the right to be paid fair value for such Common Shares in accordance with the Plan of Arrangement.

(f) Common Shares – Each Common Share outstanding immediately prior to the Effective Time, other than Common Shares held by a Dissenting Shareholder, will, without any further action by or on behalf of a holder of Common Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration for each Common Share held.

(g) De-Listing of Common Shares – If the Arrangement becomes effective, it is expected that the Common Shares will be delisted from the TSX, with effect as promptly as practicable following the Effective Date.

(h) CSS Reorganization – If the Arrangement becomes effective, immediately following the completion of the transactions set forth in Section 3.1 of the Plan of Arrangement, the CSS Reorganization shall be consummated in accordance with the terms and conditions of the Share Purchase Agreement.

Purchase Price Adjustment

The Consideration is subject to adjustment based on the Closing Net Working Capital as set forth in the Closing Certificate, subject to the Minimum Consideration of $0.75 per Common Share. Prior to the Effective Time, the Company must deliver to the Purchaser and the Parent a Closing Certificate setting forth its good faith calculation of the Closing Net Cash and the Closing Net Working Capital. The Purchaser may deliver an Objection Notice within the time period specified in the Arrangement Agreement, failing which the Closing Certificate shall be deemed final and binding on the Parties. Any unresolved objections shall be submitted to the Independent Accountant, whose determination will be final and binding.

If the Closing Net Working Capital is between a specified level and the minimum level set forth in the Arrangement Agreement, the Consideration shall be subject to a dollar-for-dollar downward adjustment equal to the target level of Closing Net Working Capital minus the actual Closing Net Working Capital, provided that the Consideration shall not be less than the Minimum Consideration. If the Closing Net Working Capital exceeds a specified level, the Consideration shall be subject to a dollar-for-dollar upward adjustment equal to the Closing Net Working Capital minus the target level of Closing Net Working Capital.

Completion of the Arrangement is conditional upon the Closing Net Working Capital and Closing Net Cash each meeting the minimum thresholds specified in the Arrangement Agreement. If the adjusted Consideration would be less than the Minimum Consideration, the Arrangement Agreement may be terminated, unless the Purchaser elects to complete the Arrangement by paying the Minimum Consideration of $0.75 per Common Share.

The Company will announce the final Consideration promptly after it has been determined and in any event on or prior to the Effective Date. The Parties reserve the right to amend or waive any of the foregoing procedures for

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determining the final Consideration, in whole or in part, provided the Consideration will not be less than $0.75 per Common Share.

Fairness Opinion

The following summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion attached as Schedule B to this Circular. Company Shareholders should read the Fairness Opinion in its entirety.

Overview

Based upon and subject to the assumptions, limitations and qualifications set forth in the Fairness Opinion and summarized below, the Financial Advisor was of the opinion that, as of March 14, 2026, the all-cash consideration of $0.80 per Common Share, subject to upward or downward adjustment based on closing net working capital, wherein the minimum consideration is $0.75 per Common Share, is fair, from a financial point of view to the Company Shareholders (other than the Company Management Group).

Scope of Review

In connection with rendering the Fairness Opinion, the Financial Advisor reviewed, analyzed and, where it deemed appropriate, relied upon, among other things, the following:

the final offer and related definitive documents related to the transaction, including the Arrangement Agreement, the Disclosure Letter, the Share Purchase Agreement, the Transition Services Agreement and Voting Support Agreements entered into with certain Company Shareholders;
Crescita’s public filings as available on SEDAR+;
Crescita’s internally prepared information relating to the Company, its earnings, cash flow, assets, liabilities, business plans and prospects of the Company, including certain financial forecasts, analyses and projections relating to the Company prepared by Company management and furnished to the Financial Advisor by the Company (the “Internal Information”);
discussion with Crescita senior management and employees of the Company regarding the Internal Information;
recent and historical trading statistics of Crescita and other public companies considered relevant to the Arrangement;
Crescita’s business plan;
the Board presentation materials;
the evaluation and review of alternatives to the Arrangement;
other Crescita corporate presentations;
certain financial metrics of selected precedent transactions for companies considered relevant to the transaction sourced from third party data providers and company filings;
reports published by equity research analysts and industry sources deemed relevant by the Financial Advisor;

the state of the broader capital markets and selected industry groupings, particularly Canadian commercial healthcare companies;
Crescita’s and certain other companies’ websites;
corporate news releases and other public company disclosures;
discussions with the Board regarding the Arrangement and the CSS Reorganization and other matters relating to the Company;
discussions with legal counsel to the Company, with respect to various legal matters relating to the Company, the Arrangement, the CSS Reorganization and other related matters; and
other information including but not limited to such other financial studies and analyses as the Financial Advisor deemed appropriate in rendering the Fairness Opinion.

Assumptions and Limitations

The Financial Advisor noted in the Fairness Opinion that it has not, to the best of its knowledge, been denied access by the Company to any information under its control requested by the Financial Advisor. The Financial Advisor did not meet with the auditors of Crescita and assumed the accuracy and fair presentation of, and relied upon, all financial information, projections or other information, including but not limited to distribution and manufacturing agreements provided by Crescita without attempting to independently verify the accuracy or completeness of such information.

The Financial Advisor relied upon, and has not independently verified, the completeness, accuracy and fair presentation of all of the financial information, business plans, agreements and contracts, forecasts and other information, data, advice, opinions and representations obtained by the Financial Advisor from public sources, or that were provided to the Financial Advisor by Crescita and any directors, officers, associates, affiliates, consultants, advisors and representatives of the Company or otherwise obtained pursuant to the Financial Advisor’s engagement relating to Crescita and its associates and affiliates (collectively, the “Information”). The Financial Advisor has not conducted any physical inspection of any properties, facilities or other physical assets of the Company or verified the good standing of any intellectual property or other intangible assets of the Company.

The Financial Advisor assumed that the financial models, forecasts, projections, estimates and/or budgets prepared by the Company and provided to the Financial Advisor were prepared using the assumptions identified therein, which, in the opinion of the Company, are (or were at the time and continued to be at the date of the Fairness Opinion) reasonable in the circumstances.

The Fairness Opinion was rendered as at the date thereof and on the basis of securities markets, economic, financial and general business conditions prevailing as at the date thereof and the conditions and prospects, financial and otherwise, of the Company, as reflected in the Information and as represented to the Financial Advisor in its discussions with management. In its analyses and in connection with the preparation of the Fairness Opinion, the Financial Advisor made a number of assumptions with respect to the Company’s industry performance, securities markets, credit market and general business, as well as market and economic conditions and other matters, many of which are beyond the control of the Financial Advisor or the Company.

Summary of Financial Analysis

In support of the Fairness Opinion, the Financial Advisor performed certain value analyses on the Company based on the methodologies and assumptions that the Financial Advisor considered appropriate in the circumstances for the purposes of providing its Fairness Opinion.

In the context of the Fairness Opinion, the Financial Advisor considered the following principal methodologies:

Public trading comparables analysis;
Precedent transaction analysis; and

Discounted cash flow analysis.

The analyses must be considered as a whole and selecting portions of, or factors considered by, the analyses, without considering all factors and analyses together, could create a misleading view of the process underlying the conclusions of the analyses.

Public Trading Comparables Analysis

Comparable trading analysis can be a useful valuation technique when there are robust public markets with many comparable companies and readily available, similar or comparable data sets with disclosed financial information. This type of information allows for the comparison of an asset or a company's valuation with those of its publicly traded peers. These methods, individually and taken together, can often approximate and suggest a fair market value estimate for a peer group member. Market data can also be used to create a knowable benchmark or average value with additional qualitative and quantitative elements often distinguishing where a company is positioned relative to that average.

The Financial Advisor relied on its professional judgment in assembling appropriate comparators and in evaluating the appropriateness and utility in applying the market implied metrics to establish a valuation for Crescita. The Financial Advisor's public comparables analysis framework included (i) international peers with commercial-stage dermatology or skincare portfolios, proprietary platforms, and capabilities aligned with Crescita's topical product commercialization focus; and (ii) Canadian commercial healthcare peers, selected for revenue generation, comparable scale, and exposure to specialty pharma, consumer health, or healthcare services, providing domestic capital markets context; and lastly, (iii) small-cap, north-American, non-EBITDA generative public peers.

After evaluating publicly traded international based peers, the Financial Advisor determined that there are not sufficiently similar companies based on size, scale, commercial footprints, growth trajectory and margin profile to make direct comparisons in establishing a comparable valuation analysis for Crescita. Based on Canadian trading comparables, the target Consideration to be received by Company Shareholders is higher than the implied fair market value of the Common Shares. Based on the selected non-EBITDA generative trading comparables, the Consideration to be received by Company Shareholders was at the high end of the range of values for the Common Shares.

Precedent Transaction Analysis

Precedent transaction analysis is a form of public comparable valuation used to estimate the value of a company or asset based on comparable merger and acquisition transactions, investments or other strategic transactions in which a deemed valuation can be observed, and implied multiples can be calculated.

The Financial Advisor compared the proposed financial terms of the Arrangement to corresponding financial terms, to the extent publicly available, of a targeted set of North American healthcare merger and acquisition transactions involving non-EBITDA-generative, early-stage or asset-oriented businesses with financial profiles comparable to Crescita. The Financial Advisor relied on its professional knowledge and experience to apply an appropriate multiple that an investor would be willing to offer given the Company's size, scale, margin profile and development pipeline compositions. When considering this approach, the Financial Advisor also analyzed the share price premium required to gain control of the Company relative to the Company's share price as of March 13, 2026.

Based on the foregoing analysis, the implied transaction premium derived from the Consideration was higher than the implied fair market value of the Common Shares as indicated by the precedent transaction analysis described above.

Discounted Cash Flow Analysis

Discounted cash flow analysis values a company or asset based on the value of the expected future cash flows to be generated, discounted back at a rate equal to the company's cost of capital (or an investor's required return) with appropriate adjustment factors for other company and situation-specific risks, where applicable.

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As part of the discounted cash flow analysis, the Financial Advisor considered the perpetuity growth method and exit multiple method to determine the terminal value of the cash flows and performed sensitivity analyses on certain key assumptions considered to be primary drivers of the discounted cash flow analysis.

Based on the foregoing analysis, the Consideration to be received by the Company Shareholders was at the high end of the range of values for the Common Shares as indicated by the discounted cash flow analysis described above.

Analysis of CSS Reorganization

In arriving at its Fairness Opinion, the Financial Advisor considered the transaction in its entirety, as well as the individual components of the Arrangement, including the CSS Reorganization. To assess the reasonableness of the CSS Reorganization, the Financial Advisor analyzed the standalone value of the business to be retained by the Company Management Group following closing and compared it to the $1.8 million of change of control and severance entitlements being waived by management as part of the CSS Reorganization. The Financial Advisor concluded (i) the standalone value of the business to be retained by the Company Management Group following closing is materially below the $1.8 million of payables that would otherwise be owed to management and (ii) the CSS Reorganization represents a net benefit, from a financial point of view, to the Company and the Company Shareholders (other than Company Management Group).

Analysis of the Termination Fee

At the request of the Independent Directors, Bloom Burton analyzed the reasonableness of the $2 million termination fee (representing approximately 13.4% of the total Arrangement equity value based on the target purchase price of $0.80 per Common Share) payable by the Company to the Purchaser in certain circumstances. Specifically, Bloom Burton compared the Termination Fee to the termination fees payable in 87% of North American M&A transactions that had a total transaction equity value of $25 million or less and for which the target's termination fee was publicly disclosed. The average termination fee payable in those transactions was 13.9% of the transaction equity value. Based on that analysis, Bloom Burton concluded that the quantum of Crescita's termination fee is reasonable in the circumstances of the Arrangement.

Fairness Considerations

In preparing the Fairness Opinion, the Financial Advisor also considered, among other things, the following factors:

the Purchaser will acquire all of the issued and outstanding Common Shares of the Company for $0.80 per Common Share;
the Consideration represented a premium of approximately 74% as compared to the five-day trading volume weighted average price per Common Share as of March 13, 2026; and
The stated purchase price of $0.80 per Common Share is subject to post-closing adjustments based on Crescita's net working capital at closing, which may result in a corresponding increase or decrease to the final consideration to be received by Company Shareholders, wherein the minimum consideration is $0.75 per Common Share.

The Financial Advisor and the Engagement Agreement

By letter agreement dated February 15, 2026 (the "Engagement Letter"), the Company retained the Financial Advisor to deliver a fairness opinion to the Board in relation to the Arrangement. Under the Engagement Letter, the Financial Advisor acknowledged that its services thereunder were subject to the direction and supervision of the Independent Directors. The Engagement Letter provides that the Financial Advisor is to be paid a fixed fee plus applicable taxes upon delivery of the Fairness Opinion as well as reimbursement of all reasonable out-of-pocket expenses incurred in connection with the rendering of the Fairness Opinion. The fees payable to the Financial Advisor in connection with the preparation and delivery of the Fairness Opinion are not dependent in any way on the conclusions of the Fairness Opinion. Other than the foregoing, the Financial Advisor is not, directly or indirectly, entitled to any fees or other

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compensation in connection with the Arrangement. The Company has agreed to indemnify the Financial Advisor from and against certain liabilities arising out of the performance of professional services rendered by the Financial Advisor and its personnel under the Engagement Letter. The Financial Advisor has not been engaged to review any legal, tax or accounting aspects involving Crescita or the Arrangement. However, the Financial Advisor performed research, financial and business analyses and testing of assumptions that it considered to be appropriate and necessary in the circumstances to support the conclusions reached in the Fairness Opinion. The Fairness Opinion was provided to the Board in an impartial and objective fashion to assist the members in discharging their fiduciary responsibilities as directors of the Company. The Financial Advisor received no instructions from the Company or other parties in connection with the conclusions reached in the Fairness Opinion.

The Fairness Opinion was prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Canadian Investment Regulatory Organization ("CIRO"), but CIRO was not involved in the preparation or review of the Fairness Opinion. The Fairness Opinion was prepared solely from a financial point of view to the Company Shareholders (other than the Company Management Group).

Relationship with Interested Parties

Neither the Financial Advisor nor any of its associates or affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act), holds securities, or is a related entity of Crescita, any other party to the Arrangement Agreement, or any of their respective associates or affiliates. The Financial Advisor was not an advisor to any person or company other than to the Company with respect to the Arrangement.

The Financial Advisor has not previously provided any financial advisory services to the Company, any other party to the Arrangement Agreement or any of their respective associates or affiliates for which it has received compensation during the 24-month period from the date of the Engagement Letter. None of the factors set forth in Section 5.2 of Companion Policy 61-101CP to MI 61-101 apply in respect of the Financial Advisor with respect to the Arrangement.

Credentials of the Financial Advisor

The Financial Advisor is an investment banking firm specializing in the life science and healthcare industries. Founded in 2009 in Toronto, Ontario, the Financial Advisor is a member of CIRO and is also a member of the Canadian Investor Protection Fund. The Financial Advisor is Canada's most active healthcare-focused investment bank and is unique among its Canadian investment banking peers in that, in addition to capital markets and corporate finance professionals, the Financial Advisor also has a dedicated scientific due diligence team that employs full-time professionals with advanced, graduate level degrees and expertise in the scientific, medical, regulatory, commercial, and intellectual property, among other aspects, of life science and healthcare companies.

Source of Funds for the Arrangement

The completion of the Arrangement is not subject to any financing conditions. The Company anticipates that the total Consideration for the Arrangement will be equal to approximately $14.9 million (subject to an increase or decrease to the Consideration based on the Company's Closing Net Working Capital, subject to a minimum purchase price of $0.75 per Common Share). The Purchaser is expected to fund the aggregate Consideration payable in connection with the Arrangement with cash on hand.

THE ARRANGEMENT AGREEMENT

The Arrangement Agreement provides for the implementation of the Plan of Arrangement. The Arrangement Agreement contains customary covenants, and various conditions precedent, both mutual and with respect to each Party for an agreement of this type. Unless all such conditions are satisfied or waived by the Party for whose benefit such condition exists, the Arrangement will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis or at all. The Arrangement Agreement also contains representations and warranties made by the Company to the Purchaser and the Parent and representations and warranties made by the Purchaser and the Parent to the Company. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate or complete as of any specified

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date because they are qualified by certain disclosure provided by the Company to the Purchaser or the Parent or are subject to a standard of materiality or are qualified by a reference to Material Adverse Effect. The representations and warranties in the Arrangement Agreement and the description of them in this Circular should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

The Arrangement Agreement provides that the Purchaser will acquire all of the outstanding Common Shares by way of a plan of arrangement under Section 182 of the OBCA and as more fully described in the Plan of Arrangement attached as Schedule E hereto, pursuant to which, among other things:

(a) each outstanding Company SAR (other than any Company SAR held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company SAR In-the-Money Amount of such Company SAR, less applicable withholdings, and each such Company SAR shall immediately be cancelled;

(b) each Company Option (other than any Company Option held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company Option In-the-Money Amount of such Company Option, less applicable withholdings, and each such Company Option shall immediately be cancelled;

(ii) such Dissenting Shareholders' name(s) will be removed as the holders of such Common Shares from the registers of Common Shares maintained by or on behalf of the Company; and

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(ii) each Former Company Shareholder will be removed from the register of Common Shares maintained by or on behalf of the Company; and

(iii) the Purchaser will be deemed to be the transferee of such Common Shares and will be entered in the register of Common Shares maintained by or on behalf of the Company.

The following is a summary only of the material terms of the Arrangement Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement (a copy of which is available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile). Company Shareholders are urged to read the full text of the Arrangement Agreement including the Plan of Arrangement in its entirety.

General

The Arrangement will be effected pursuant to the Plan of Arrangement, a copy of which is attached as Schedule E to this Circular. The Arrangement Agreement contains covenants, representations and warranties of and from each of the Company, the Purchaser and the Parent and various conditions precedent, both mutual and with respect to the Parties. Unless all such conditions are satisfied or waived (to the extent capable of being waived) by the Party for whose benefit such conditions exist, the Arrangement will not proceed. There is no assurance that the conditions set out in the Arrangement Agreement will be satisfied or waived on a timely basis or at all.

Adjustment to Consideration

If the Closing Net Working Capital set forth in the final Closing Certificate is between a specified level and the minimum level set forth in the Arrangement Agreement, the aggregate Consideration payable by the Purchaser pursuant to the Arrangement shall be subject to a dollar-for-dollar downward purchase price adjustment equal to the target level of Closing Net Working Capital minus the actual Closing Net Working Capital, provided however, that the Consideration shall not be less than the Minimum Consideration.

If the Closing Net Working Capital set forth in the final Closing Certificate is greater than a specified level, the aggregate Consideration payable by the Purchaser pursuant to the Arrangement shall be subject to a dollar-for-dollar upward purchase price adjustment equal to the Closing Net Working Capital minus the target level of Closing Net Working Capital.

Representations and Warranties of the Parties

The Arrangement Agreement contains certain customary representations and warranties made by the Company to the Purchaser and the Parent and representations and warranties made by each of the Purchaser and the Parent to the Company. The representations and warranties were made solely for the purposes of the Arrangement Agreement and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating its terms. Moreover, some of the representations and warranties contained in the Arrangement Agreement have been made as of specified dates or are subject to a contractual standard of materiality (including Material Adverse Effect) that are different from what may be viewed as material to Company Shareholders, or may have been used for the purpose of allocating risk between parties to an agreement instead of establishing such matters as facts. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by the Company in favour of the Purchaser and the Parent relate to, among other things: (i) organization and qualification; (ii) corporate authorization; (iii) execution and binding obligation; (iv) governmental authorization; (v) non-contravention; (vi) capitalization; (vii) shareholders’ and similar agreements; (viii) Subsidiaries; (ix) securities law matters; (x) financial statements; (xi) disclosure controls and internal control over financial reporting; (xii) auditors; (xiii) no undisclosed liabilities; (xiv) absence of certain changes or events; (xv) related party transactions; (xvi) compliance with laws; (xvii) compliance with manufacturing and distribution laws; (xviii) authorizations and licenses; (xix) Material Contracts; (xx) regulatory filings; (xxi) clinical studies; (xxii) suppliers; (xxiii) personal property; (xxiv) real property; (xxv) intellectual property;

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(xxvi) litigation; (xxvii) environmental matters; (xxviii) employees; (xxix) collective agreements; (xxx) employee plans; (xxxi) insurance; (xxxii) taxes; (xxxiii) money laundering; (xxxiv) corrupt practices legislation; (xxxv) privacy; (xxxvi) opinion of financial advisor; (xxxvii) brokers; (xxxviii) no “collateral benefit”; (xxxix) board approval; and (xl) funds available.

The representations and warranties provided by the Purchaser and the Parent in favour of the Company relate to, among other things: (i) organization and qualification; (ii) corporate authorization; (iii) execution and binding obligation; (iv) governmental authorization; (v) non-contravention; (vi) securities ownership; (vii) litigation; (viii) funds available; and (ix) related parties.

For the complete text of the applicable provisions, see Schedule “C” and Schedule “D” of the Arrangement Agreement.

Mutual Conditions Precedent

The Purchaser and the Company are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of the Purchaser and the Company:

(a) the Arrangement Resolution has been approved and adopted by the Company Shareholders at the Meeting in accordance with the Interim Order;

(b) the Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise;

(c) no Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement; and

(d) The (i) Closing Certificate shall have become final and binding on the Parties in accordance with Arrangement Agreement, and (ii) the closing certificate to be delivered by the Company pursuant to the Share Purchase Agreement shall have become final and binding on the parties to the Share Purchase Agreement in accordance with the Share Purchase Agreement.

Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) The representations and warranties of the Company set forth in the following paragraphs of the Arrangement Agreement: Paragraphs 1 [Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 5(a) [Non-Contravention], 6 [Capitalization], 8 [Subsidiaries] (solely as it relates to CSS) and 37 [Brokers] of Schedule C being true and correct in all respects (except for de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted by the Arrangement Agreement) as of the Effective Time, as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date); and (ii) all other representations and warranties of the Company set forth in the Arrangement Agreement shall be true and correct as of the Effective Time, as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) in all respects, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such

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representations and warranties shall be ignored); and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;

(b) the Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;

(d) since the date of the Arrangement Agreement, there shall not have occurred a Material Adverse Effect that has not been cured;

(e) the Closing Net Cash set forth in the final Closing Certificate shall be at least a certain negotiated minimum; and

(f) the Closing Net Working Capital set forth in the final Closing Certificate shall be at least a certain negotiated minimum.

Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(a) the representations and warranties of the Purchaser and the Parent set forth in the Arrangement Agreement which are qualified by references to materiality being true and correct as of the date of the Arrangement Agreement and being true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) in all respects and all other representations and warranties of the Purchaser and the Parent set forth in the Arrangement Agreement being true and correct as of the date of the Arrangement Agreement and being true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) in all material respects, in each case, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede the completion of the Arrangement; and each of the Purchaser and the Parent have delivered a certificate confirming same to the Company, executed by two of its senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date; and

(b) the Purchaser and the Parent have fulfilled or complied in all material respects with each of the covenants of the Purchaser and the Parent contained in the Arrangement Agreement to be fulfilled or complied with by them on or prior to the Effective Time, except where the failure to comply with such covenants, individually or in the aggregate, would not materially impede the completion of the Arrangement, and each of the Purchaser and the Parent have delivered a certificate confirming same to the Company, executed by two of its senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date.

Covenants Relating to the Conduct of Business of the Company

In the Arrangement Agreement, the Company has agreed to certain negative and affirmative covenants relating to the operation of its business during the period from the date of the Arrangement Agreement until the earlier of the

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Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, including, among other things, that, subject to the provisions of the Arrangement Agreement, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in material compliance with applicable Laws, and the Company shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries' business or organization, assets, properties, employees, goodwill and business relationships it currently maintains with Governmental Entities, customers, suppliers, partners and other persons with which the Company or any of its Subsidiaries has material business relations. The Company has also agreed not to undertake certain actions, except as contemplated by the Arrangement Agreement or the Share Purchase Agreement, as required by Law, as disclosed in the Company Disclosure Letter or without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. For the complete text of the applicable provisions, see Section 4.1 of the Arrangement Agreement.

Covenants of the Parties Relating to the Arrangement

The Arrangement Agreement also contains the following customary covenants of the Company, the Parent and the Purchaser relating to the Arrangement:

Each of the Parent, the Purchaser and the Company shall perform, and in the case of the Company shall cause each of its Subsidiaries to perform, all obligations required or desirable to be performed by them or in the case of the Company any of its Subsidiaries under the Arrangement Agreement, cooperate with the Purchaser (in the case of the Company) or the Company (in the case of the Parent or the Purchaser) in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Parent, the Purchaser and the Company shall and, in the case of the Company, where appropriate, shall cause each of its Subsidiaries to:

(a) use commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply with all requirements imposed by Law on it or in the case of the Company its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;

(b) use commercially reasonable efforts to obtain, provide and maintain, as applicable, all third party or other consents, waivers, permits, exemptions, orders, approvals, notices, agreements, amendments or confirmations that are required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser and (i) in the case of the Company only, without paying, and without committing itself or the Purchaser or the Parent to pay, any consideration or incurring any liability or obligation or agreeing to any amendment or modification to any such Material Contract without the prior written consent of the Purchaser; and (ii) in the case of the Parent and the Purchaser only, without committing themselves or the other Company to pay any consideration or to incur any liability or obligation that is not conditioned on consummation of the Arrangement;

(c) use commercially reasonable efforts to effect all necessary registrations, filings, notices and submissions of information required by Governmental Entities from them and in the case of the Company its Subsidiaries relating to the Arrangement;

(d) use commercially reasonable efforts, upon reasonable consultation with the Purchaser (in the case of the Company) or the Company (in the case of the Parent or the Purchaser), to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or, in the case of the Company, against its directors or officers challenging the Arrangement or the Arrangement Agreement;

(e) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which

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could reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement other than in accordance with the Arrangement Agreement; and

(f) in the case of the Company, use commercially reasonable efforts to assist in effecting the resignations of each officer and member of the board of directors of CSS (solely in his or her capacity as such) in each case, to the extent requested by the Purchaser effective as of the Effective Time.

The Company shall promptly notify the Purchaser, and the Purchaser shall promptly notify the Company, in writing of any of the following that occur on or after the date hereof:

(a) in the case of the Company, any Material Adverse Effect or any change, event, occurrence, effect, state of factors or circumstances that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;

(b) in the case of the Company, any notice or other communication from any person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person is required in connection with the Arrangement Agreement or the Arrangement;

(c) in the case of the Company, any notice or other communication from any material supplier, marketing partner, material customer, distributor or reseller to the effect that such supplier, marketing partner, customer, distributor or reseller is terminating, may terminate, or otherwise is, or may, adversely modify, its relationship with the Company or any of its Subsidiaries in any material respect;

(d) any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement or the Arrangement (and contemporaneously provide a copy of any such notice or communication to the other);

(e) in the case of the Company, any material actions, suits, claims, investigations or proceedings commenced or, to the Company's knowledge, threatened against or involving the Company or any of its Subsidiaries or affecting any of their respective properties or assets by or before any Governmental Entity; or

(f) any filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened by or before any Governmental Entity, that relate to the Arrangement Agreement or the Arrangement.

Covenants Relating to Insurance and Indemnification

Pursuant to the Arrangement Agreement, prior to the Effective Date, the Company shall purchase customary "tail" or "run off" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, which tail policies shall remain in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the cost of such policies shall not exceed $300\%$ of the current annual premium for the Company's directors and officers insurance. The cost of such policy shall be borne equally by the Company and the Purchaser.

Pursuant to the Arrangement Agreement, the Parent shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former Company Employees and directors of the Company and its Subsidiaries to the extent that they are contained in the Company's Constating Documents or the constating documents of any of the Company's Subsidiaries or otherwise disclosed to the Purchaser, and acknowledges that such rights shall survive the completion of the Plan of Arrangement, shall continue in full force

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and effect in accordance with their terms or for a period of six (6) years from the Effective Date, whichever is longer, and shall be enforceable directly against the Parent.

Closing Certificate

On the fifth Business Day prior to the Effective Time, the Company shall deliver to the Purchaser and the Parent the Closing Certificate setting forth the Company’s good faith calculation of the Closing Net Cash and the Closing Net Working Capital.

The Purchaser shall have five Business Days from receipt of the Closing Certificate to deliver an Objection Notice if it has any objections to the calculations set forth therein. If the Purchaser does not deliver an Objection Notice within such five Business Day period, or consents to the Closing Statement in writing prior to such time, the Closing Certificate shall be deemed to be final and binding on the Parties.

If the Purchaser delivers an Objection Notice within the required period, the Company and the Purchaser shall cooperate in good faith and attempt to resolve the objections in the Objection Notice within three Business Days of the date of the Objection Notice (or such longer period as the Company and the Purchaser may agree upon). If all objections in the Objection Notice are resolved within such period, then the Closing Certificate, as adjusted and agreed upon by the Company and the Purchaser, shall become final and binding on the Parties.

If the Company and the Purchaser are unable to resolve all of the objections in the Objection Notice in the manner described above, the Company and the Purchaser shall submit only the unresolved objections to an independent nationally recognized firm of chartered accountants as the Company and the Purchaser may agree in writing. The Independent Accountant shall promptly provide written notice to the Company and the Purchaser of its calculation of the items in dispute. The Independent Accountant shall be instructed to use commercially reasonable efforts to perform its services within ten Business Days of its receipt of the information required to be delivered to the Independent Accountant under the Arrangement Agreement. The Independent Accountant’s determination will be final and binding on the Parties for all purposes of the Arrangement Agreement and the Closing Certificate (including any adjustments previously agreed upon by the Company and the Purchaser), as adjusted by the Independent Accountant, if applicable, shall become final and binding on the Parties.

The Company and the Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective advisors, in preparing or reviewing, as applicable, the Closing Certificate, any Objection Notice, and in presenting their respective positions to the Independent Accountant. The costs and expenses of the Independent Accountant shall be borne by the Company, on the one hand, and the Purchaser, on the other hand, in the same proportion that the aggregate amount of disputed matters submitted to the Independent Accountant are unsuccessfully disputed by the Company and the Purchaser, respectively (as finally determined by the Independent Accountant) bears to the total amount of the disputed matters so submitted, which proportion shall be determined by the Independent Accountant.

Other Covenants of the Parties

The Arrangement Agreement also contains certain additional customary positive and affirmative covenants of the Parent, the Purchaser and the Company pertaining to access to information; confidentiality; public communications; notice and cure provisions; delisting; Voting Support Agreements; and discharge of the Credit Facility. For the complete text of the applicable provisions, see Sections 4.4, 4.5, 4.6, 4.8, 4.10 and 4.11 of the Arrangement Agreement.

Covenants of the Company Regarding Non-Solicitation

In the Arrangement Agreement, the Company has agreed to certain non-solicitation covenants, including that, subject to the provisions of the Arrangement Agreement, the Company and its Subsidiaries shall not, directly or indirectly, through any Representative, or otherwise, and shall not permit any such Person to:

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(a) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal or enter into or otherwise engage or participate in any discussions or negotiations with any person (other than with the Purchaser and the Parent) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that the Company may (A) communicate with any Person for the sole purpose of clarifying the terms and conditions of any inquiry, proposal or offer made by such Person and informing itself about the Person that made it, (B) advise any Person of the restrictions under the Arrangement Agreement, and (C) advise any Person making an Acquisition Proposal that the Board (or any committee thereof) has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal;

(b) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Independent Directors' Recommendation;

(c) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than five Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of Section 5.1 of the Arrangement Agreement provided the Board has rejected such Acquisition Proposal and affirmed the Independent Directors' Recommendation by news release before the end of such five Business Day period (or in the event that the Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Meeting)); or

(d) accept or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) or publicly propose to accept or enter into any agreement, letter of intent, understanding or arrangement in respect of an Acquisition Proposal or any inquiry, proposal or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal.

The Company is required to, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, any solicitation, encouragement, discussion, negotiation or other activities with any person (other than with the Purchaser and the Parent) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and without limiting the generality of the foregoing, the Company shall:

(a) immediately (and in any event within 24 hours) discontinue access to and disclosure of all information, including access to any data room and any access to the properties, facilities, books and records of the Company or of any of its Subsidiaries; and

(b) as soon as possible (and in any event within two Business Days of the date of the Arrangement Agreement), request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any person (other than the Parent and the Purchaser and their representatives) and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

The Company has also made a representation and warranty to the Purchaser and the Parent that, in the 12 months prior to the date of the Arrangement Agreement, neither the Company, its Subsidiaries nor any of their respective Representatives has waived any confidentiality, standstill or similar agreement or restriction to which the Company or any of its Subsidiaries is a party, and the Company has covenanted and agreed that (i) it shall use all reasonable actions to enforce any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the

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Company or any of its Subsidiaries is a party and (ii) neither the Company, any of its Subsidiaries nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld, conditioned or delayed in the Purchaser's sole and absolute discretion), release any person from, or waive, amend, suspend or otherwise modify any person's obligations respecting the Company or any of its Subsidiaries, under any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company or any of its Subsidiaries is a party (it being acknowledged by the Parent and the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of the entering into and announcing the Arrangement Agreement shall not be a violation of Section 5.1(c) of the Arrangement Agreement, as summarized in this paragraph), provided that, notwithstanding the foregoing or the terms of any confidentiality, standstill or similar agreement, the Company shall be permitted to waive any such restriction, to the extent that the failure by the Board to grant such waiver would be inconsistent with its fiduciary duties, in order to allow any such Person to make a bona fide confidential Acquisition Proposal to the Board.

Notification of Acquisition Proposals

If the Company or any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries, the Company (a) shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may request, and (b) may contact the Person making such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or request is, or may reasonably be expected to constitute or lead to, a Superior Proposal. The Company is required to keep the Purchaser fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3 of the Arrangement Agreement, as summarized under the heading “– Responding to an Acquisition Proposal”, below) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence, sent or communicated by or to the Company in respect of such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding Section 5.1 of the Arrangement Agreement (as summarized under the heading “– Covenants of the Company Regarding Non-Solicitation”, above), if at any time prior to obtaining the approval of the Company Shareholders of the Arrangement Resolution, the Company receives an unsolicited written Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries to such person, if and only if:

(a) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or may reasonably be expected to constitute or lead to a Superior Proposal;

(b) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or its Subsidiaries;

(c) the Company has been, and continues to be, in compliance with its obligations under Article 5 [Additional Covenants Regarding Non-Solicitation] of the Arrangement Agreement in all material respects;

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(d) prior to providing any such copies, access or disclosures in respect of the Company, the Company enters into a confidentiality and standstill agreement with such person substantially in the same form as the Confidentiality Agreement, and that is otherwise on terms no less onerous or more beneficial to such person than the Confidentiality Agreement (provided that such agreement may permit the counterparty to make a confidential bona fide Acquisition Proposal to the Board) and which does not contain a restriction on the ability of the Company to disclose information to the Purchaser relating to the agreement or negotiations with such Person (which confidentiality and standstill agreement shall be subject to Section 5.1(c) of the Arrangement Agreement); and

(e) prior to providing such copies, access or disclosure, the Company promptly provides the Purchaser with:

(i) notice stating the Company’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;

(ii) a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(d) of the Arrangement Agreement; and

(iii) any non-public information concerning the Company and its Subsidiaries provided to such other person which was not previously provided to the Purchaser.

For the complete text of the applicable provisions, see Sections 5.1 – 5.3 of the Arrangement Agreement.

Right to Match

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Board may, subject to compliance with Article 7 and Section 8.2 of the Arrangement Agreement, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction;

(b) the Company has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement in all material respects;

(c) the Company has delivered to the Purchaser certain required information and a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into a definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”);

(d) the Company has provided to the Purchaser a copy of the proposed definitive agreement with respect to the Superior Proposal and all supporting materials (including any financing commitments or other documents in possession of the Company and its Representatives containing material terms and conditions of such Superior Proposal);

(e) at least five Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement with respect to the Superior Proposal and all supporting materials (including any financing commitments or other documents in possession of the Company and its Representatives containing material terms and conditions of such Superior Proposal) from the Company;

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(f) during any Matching Period, the Company has had the opportunity (but not the obligation), in accordance with Section 5.4(b) of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) after the Matching Period, the Board has (i) determined in good faith after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement Agreement and the Arrangement as proposed to be amended by the Purchaser under Section 5.4(b) of the Arrangement Agreement), and (ii) determined in good faith, after consultation with its outside legal counsel, that the failure by the Board to cause the Company to terminate the Arrangement Agreement to enter into the definitive agreement with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties; and

(h) prior to or concurrently with entering into such definitive agreement, the Company terminates the Arrangement Agreement pursuant to Section 7.2(a)(iii)(B) of the Arrangement Agreement and pays the Termination Fee pursuant to Section 8.2 of the Arrangement Agreement.

During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review in good faith any offer made by the Purchaser under Section 5.4(a)(vi) of the Arrangement Agreement to amend the terms of the Arrangement Agreement and the Arrangement in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend the Arrangement Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 5.4 of the Arrangement Agreement, and the Purchaser shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company.

The Board shall promptly reaffirm the Independent Directors' Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of the Arrangement Agreement as contemplated under Section 5.4(b) of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as required by the Purchaser and its counsel.

If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than 10 Business Days before the Meeting, the Company may, and if requested by the Purchaser shall, postpone or adjourn the Meeting to a date that is not more than 10 Business Days after the scheduled date of the Meeting, but in any event, the Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date.

Nothing in the Arrangement Agreement shall prevent the Board from: (a) responding through a directors' circular as required by applicable Securities Laws to an Acquisition Proposal; or (b) making any disclosure to the securityholders of the Company if the Board, acting in good faith and after consultation with outside legal counsel, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such other disclosure that is otherwise required under applicable Law.

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For the complete text of the applicable provisions, see Sections 5.4 and 5.5 of the Arrangement Agreement.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or
(b) either the Company or the Purchaser if:

(i) the Arrangement Resolution is not approved by the Company Shareholders at the Meeting in accordance with the Interim Order, provided that a Party may not exercise this termination right if the failure of the Arrangement Agreement to be approved by the Company Shareholders at the Meeting has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

(ii) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company, the Parent or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)(B) of the Arrangement Agreement, as summarized in this paragraph, has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)(C) of the Arrangement Agreement, as summarized in this paragraph, if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or

(iv) subject to Section 7.2(c) of the Arrangement Agreement, following the Closing Certificate becoming final in accordance with the Arrangement Agreement, the Consideration, as adjusted in accordance with Section 2.9 of the Arrangement Agreement, if applicable, shall be less than the Minimum Consideration, provided that the Purchaser shall have the right, but not the obligation, exercisable within two (2) Business Days of the Closing Certificate becoming final in accordance with the Arrangement Agreement, to irrevocably elect to complete the Arrangement in accordance with the terms of the Arrangement Agreement (subject to the satisfaction or waiver, as applicable, of the conditions contained in Article 6 other than Section 6.2(f) of the Arrangement Agreement) by paying the Minimum Consideration, and, in such case, the Company shall not be entitled to terminate the Arrangement Agreement pursuant to Section 7.2(a)(ii)(D) of the Arrangement Agreement; or

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under the Arrangement Agreement occurs that would cause any condition in Section 6.3(a) [Purchaser and Parent Reps and Warranties Condition] of the Arrangement Agreement or Section 6.3(b) [Purchaser and Parent

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Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.6(c) of the Arrangement Agreement; provided that the Company is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.2(a) [Company Reps and Warranties Condition] of the Arrangement Agreement or Section 6.2(b) [Company Covenants Condition] of the Arrangement Agreement not to be satisfied;

(ii) prior to the approval by the Company Shareholders of the Arrangement Resolution, the Board authorizes the Company to enter into a definitive written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) with respect to a Superior Proposal in accordance with Section 5.4 of the Arrangement Agreement, provided the Company is then in compliance with Article 5 of the Arrangement Agreement in all material respects and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2 of the Arrangement Agreement; or

(iii) (A) all conditions precedent contained in Section 6.1 and Section 6.2 of the Arrangement Agreement have been satisfied or waived (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), (B) the Company has irrevocably given written notice to the Purchaser that it is ready, willing and able to complete the Arrangement, and (C) at least five Business Days prior to such termination, the Company has given the Purchaser written notice stating its intention to terminate the Arrangement Agreement pursuant to this clause, and the Purchaser does not provide or advance (or cause to be provided or advanced) the funds contemplated by Section 2.8 of the Arrangement Agreement; or

(d) the Purchaser if:

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement occurs that would cause any condition in Section 6.2(a) [Company Reps and Warranties Condition] of the Arrangement Agreement or Section 6.2(b) [Company Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.6(c) of the Arrangement Agreement; provided that neither the Purchaser nor the Parent are then in breach of the Arrangement Agreement so as to cause any condition in Section 6.3(a) [Purchaser and Parent Representations and Warranties Condition] of the Arrangement Agreement or Section 6.3(b) [Purchaser and Parent Covenants Condition] of the Arrangement Agreement not to be satisfied; or

(ii) prior to the approval by the Company Shareholders of the Arrangement Resolution (A) the Board or any committee of the Board fails to recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Independent Directors' Recommendation, (B) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner), (C) the Board or any committee of the Board accepts or enters into or authorizes the Company or any of its Subsidiaries to accept or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) or publicly proposes to accept or enter into or to authorize the Company or any of its Subsidiaries to accept or enter into, any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal or any proposal or offer that may reasonably be expected to constitute or lead to an Acquisition

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Proposal, (D) the Board or any committee of the Board fails to publicly reaffirm the Independent Directors' Recommendation (without qualification) within five Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Meeting) (collectively, a “Change in Recommendation”) or (E) the Company breaches Article 5 of the Arrangement Agreement in any material respect; or

(iii) since the date of the Arrangement Agreement, a Material Adverse Effect has occurred which is incapable of being cured on or prior to the Outside Date.

For the complete text of the applicable provisions, see Sections 7.1 – 7.3 of the Arrangement Agreement.

Company Termination Fees

Pursuant to the Arrangement Agreement, if a Termination Fee Event occurs, the Company shall pay the Parent the Termination Fee in accordance with Section 8.2(c) of the Arrangement Agreement. For the purposes of the Arrangement Agreement, “Termination Fee” means $2,000,000 (subject to certain deductions) and “Termination Fee Event” means the termination of the Arrangement Agreement:

(a) by the Purchaser, pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation or Breach of Non-Solicit] of the Arrangement Agreement, or Section 7.2(a)(iv)(A) [Breach of Representations and Warranties or Covenants by Company] of the Arrangement Agreement due to a willful breach or fraud;

(b) by the Company, pursuant Section 7.2(a)(iii)(B) [To enter into a Superior Proposal] of the Arrangement Agreement;

(c) pursuant to any subsection of Section 7.2 of the Arrangement Agreement if at such time the Purchaser is entitled to terminate the Arrangement Agreement pursuant to Section 7.2(a)(iv)(B) [Change in Recommendation or Breach of Non-Solicit] of the Arrangement Agreement; or

(d) by the Company or the Purchaser pursuant to Section 7.2(a)(ii)(A) [Failure of Shareholders to Approve] of the Arrangement Agreement or Section 7.2(a)(ii)(C) [Outside Date] of the Arrangement Agreement or by the Purchaser pursuant to Section 7.2(a)(iv)(A) [Breach of Representations and Warranties or Covenants by Company] of the Arrangement Agreement, in each case if:

(i) after the date of the Arrangement Agreement and prior to such termination (or, in the case of termination pursuant to Section 7.2(a)(ii)(A) of the Arrangement Agreement, prior to the date of the Meeting), an Acquisition Proposal is publicly announced or otherwise publicly disclosed by any person (other than the Purchaser, the Parent or any of their affiliates); and

(ii) within six months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract (other than a confidentiality or standstill agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within six months after such termination).

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For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in the Glossary attached as Schedule A hereto, except that references to “20% or more” shall be deemed to be references to “50% or more”.

The Termination Fee shall be paid by the Company to the Purchaser in consideration for the Purchaser’s disposition of rights under the Arrangement Agreement as follows, by wire transfer of immediately available funds to an account designated by the Purchaser:

(a) if a Termination Fee Event occurs due to a termination of the Arrangement Agreement described in Section 8.2(b)(i) or Section 8.2(b)(iii) of the Arrangement Agreement, within two Business Days of the occurrence of such Termination Fee Event;

(b) if a Termination Fee Event occurs due to a termination of the Arrangement Agreement described in Section 8.2(b)(ii) of the Arrangement Agreement, prior to or concurrently with the occurrence of such Termination Fee Event; or

(c) if a Termination Fee Event occurs in the circumstances described in Section 8.2(b)(iv) of the Arrangement Agreement, on or prior to the consummation of the Acquisition Proposal referred to therein.

In the Arrangement Agreement, the Company acknowledged that the agreements contained in Section 8.2 [Company Termination Fees] of the Arrangement Agreement are an integral part of the transactions contemplated by the Arrangement Agreement, and that without these agreements, the Parent and the Purchaser would not enter into the Arrangement Agreement, and that the amounts set out in Section 8.2 [Company Termination Fees] of the Arrangement Agreement represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Parent and the Purchaser will suffer or incur as a result of the event giving rise to such damages and resultant termination of the Arrangement Agreement, and are not penalties. In the Arrangement Agreement, the Company also irrevocably waived any right it may have to raise as a defense that any such liquidated damages are excessive or punitive.

In the Arrangement Agreement, subject to Section 8.6 [Injunctive Relief] of the Arrangement Agreement, the Parent and the Purchaser each expressly acknowledged and agreed that, upon any termination of the Arrangement Agreement under circumstances where the Purchaser is entitled to the Termination Fee and such Termination Fee is paid in full within the prescribed time period, such Termination Fee is the sole monetary remedy of the Parent and the Purchaser against the Company or any Representative of the Company, and the Parent and the Purchaser shall be precluded from any other remedy against the Company or any Representative of the Company and shall not seek to obtain any monetary recovery, judgment or damages of any kind against the Company or any Representative of the Company in connection with the Arrangement Agreement.

For the complete text of the applicable provisions, see Section 8.2 of the Arrangement Agreement.

Purchaser Termination Fees

Pursuant to the Arrangement Agreement, if a Purchaser Termination Fee Event occurs, the Parent shall pay the Company the Purchaser Termination Fee in accordance with Section 8.3(c) of the Arrangement Agreement. For the purposes of the Arrangement Agreement, “Purchaser Termination Fee” means US$1,500,000 and “Purchaser Termination Fee Event” means the termination of the Arrangement Agreement:

(a) by the Company pursuant to Section 7.2(a)(iii)(A) [Breach of Representations and Warranties or Covenants by Purchaser or Parent] of the Arrangement Agreement due to a willful breach or fraud committed by the Purchaser or the Parent; or

(b) by the Company pursuant to Section 7.2(a)(iii)(C) [Failure to Close] of the Arrangement Agreement.

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The Purchaser Termination Fee shall be paid by the Parent to the Company in consideration for the Company’s disposition of rights under the Arrangement Agreement within two Business Days of the occurrence of such Termination Fee Event.

In the Arrangement Agreement, the Parties acknowledged that the Purchaser has deposited, or caused to be deposited, the Purchaser Termination Fee in escrow with the Depositary in accordance with the terms and conditions set out in the Escrow Agreement. Upon the occurrence of a Purchaser Termination Fee Event, the Purchaser and the Company shall promptly direct the Depositary to pay the Purchaser Termination Fee to the Company within two Business Days following such event. If the Arrangement Agreement is terminated in circumstances that do not involve a Purchaser Termination Fee Event, the Purchaser and the Company shall promptly direct the Depositary to pay the Purchaser Termination Fee as follows: (i) first, to the Company (or as the Company directs) in satisfaction of the face value of all outstanding invoices receivable owing by one of the Company’s customers as of the date of such termination, and (ii) the balance, if any, to the Purchaser or as the Purchaser directs within two Business Days following such event.

In the Arrangement Agreement, the Parent and the Purchaser acknowledged that the agreements contained in Section 8.3 [Purchaser Termination Fees] of the Arrangement Agreement are an integral part of the transactions contemplated by the Arrangement Agreement, and that without these agreements, the Company would not enter into the Arrangement Agreement, and that the amounts set out in Section 8.3 [Purchaser Termination Fees] of the Arrangement Agreement represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Company will suffer or incur as a result of the event giving rise to such damages and resultant termination of the Arrangement Agreement, and are not penalties. In the Arrangement Agreement, the Parent and the Purchaser also irrevocably waived any right they may have to raise as a defense that any such liquidated damages are excessive or punitive.

In the Arrangement Agreement, subject to Section 8.6 [Injunctive Relief] of the Arrangement Agreement, the Parent and the Purchaser each acknowledged and agreed that, upon payment in full of such Purchaser Termination Fee within the prescribed time period, such Purchaser Termination Fee shall be the sole monetary remedy of the Company against the Parent or the Purchaser or any Representative of the Parent or the Purchaser, and the Company shall be precluded from any other remedy against the Parent or the Purchaser or any Representative of the Parent or the Purchaser and shall not seek to obtain any monetary recovery, judgment or damages of any kind against the Parent or the Purchaser or any Representative of the Parent or the Purchaser in connection with the Arrangement Agreement.

For the complete text of the applicable provisions, see Section 8.3 of the Arrangement Agreement.

Injunctive Relief

Under the Arrangement Agreement, the Parties agreed that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of the Arrangement Agreement were not performed in accordance with their specific terms or were otherwise breached. Under the Arrangement Agreement, it was accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of the Arrangement Agreement, and to enforce compliance with the terms of the Arrangement Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at Law or in equity.

Other Required Approvals

Except as otherwise disclosed in this Circular, the Company is not aware of any other consents or approvals of any Governmental Entity required in connection with the Arrangement.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting, be amended by mutual written agreement of the Parties, without further notice to or

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authorization on the part of the Company Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;

(c) modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; and/or

(d) modify any mutual conditions contained in the Arrangement Agreement.

Fees and Expenses of the Arrangement

Except as otherwise provided in the Arrangement Agreement, all costs and expenses incurred in connection with the Arrangement Agreement shall be paid by the Party incurring such cost or expense. The transaction fees (including, without limitation, professional advisor fees and Fairness Opinion fees but excluding the Company's share of the cost of the insurance policies purchased pursuant to Section 4.7(a) of the Arrangement Agreement) incurred or accrued by the Company, up to a specified maximum amount, shall be added to the Closing Net Cash and Closing Net Working Capital.

The Company estimates that expenses in the aggregate amount of approximately $1,050,000 will be incurred by the Company in connection with the Arrangement, including legal fees, the Fairness Opinion, printing and mailing costs, Escrow Agent fees, Depositary fees, and the Company's portion of director and officer run-off insurance.

VOTING SUPPORT AGREEMENTS

The Supporting Shareholders have entered into Voting Support Agreements, pursuant to which such Supporting Shareholders have agreed, on the terms and conditions specified therein, to vote their Common Shares FOR the Arrangement Resolution. As of the Record Date, the Supporting Shareholders beneficially owned, or exercised control or direction over, an aggregate of 6,180,208 Common Shares, representing approximately 33% of the issued and outstanding Common Shares as of the date thereof on a non-diluted basis.

The following is a summary only of the material terms of the Voting Support Agreements. This summary does not purport to be complete and is qualified in its entirety by reference to the Voting Support Agreements (copies of which are available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile). Company Shareholders are urged to read the full text of the Voting Support Agreements.

Daniel Chicoine, Serge Verreault, Jose DaRocha, Linda Kisa, John London, Anthony Dobranowski, Francois Verreault and Knight Therapeutics (collectively, the "Supporting Shareholders", and each a "Supporting Shareholder"), holders of approximately 33% of the issued and outstanding Common Shares on a non-diluted basis, entered into Voting Support Agreements with the Purchaser, pursuant to which they have agreed, on the terms and conditions specified therein, to vote their Common Shares in favour of the approval of the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement. The Voting Support Agreements of the Supporting Shareholders may be terminated in certain specified circumstances, including as follows: (a) at any time upon the mutual written agreement of the Purchaser and the Supporting Shareholder; (b) by the Supporting Shareholder if (i) any of the representations and warranties of the Purchaser in the Voting Support Agreement shall not be true and correct in all material respects, or (ii) the Purchaser shall not have complied with its covenants contained in the Arrangement Agreement in all material respects, or (iii) the Consideration is modified (for greater certainty, an adjustment to the Consideration in accordance with the terms of the Arrangement Agreement as of the date hereof shall not be considered a modification) without the prior written consent of the Supporting Shareholder, or (iv) the terms of the Arrangement Agreement are modified in a manner that is materially adverse to the Supporting Shareholder without the prior written consent of the Supporting Shareholder, or (v) there has occurred a Change in Recommendation; or (c) by the Purchaser if (i) any of the representations and warranties of the Supporting Shareholder

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in the Voting Support Agreement shall not be true and correct in all material respects or (ii) the Supporting Shareholder shall not have complied with its covenants to the Purchaser contained in the Voting Support Agreement in all material respects. The Voting Support Agreements will automatically terminate upon the earliest to occur of: (A) the termination of the Arrangement Agreement in accordance with its terms, or (B) the Effective Time.

Notwithstanding anything to the contrary in the Voting Support Agreements, nothing therein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. The Purchaser has further agreed that each Supporting Shareholder is not making any agreement or understanding herein in any capacity other than in the capacity as legal and/or beneficial owner of Common Shares.

PROCEDURE FOR THE ARRANGEMENT TO BECOME EFFECTIVE

Procedural Steps

The Arrangement is proposed to be carried out pursuant to Section 182 of the OBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

(a) the Arrangement must be approved by the Company Shareholders in the manner set forth in the Interim Order;

(b) the Court must grant the Final Order approving the Arrangement;

(c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate Party; and

(d) the Final Order and Articles of Arrangement in the form prescribed by the OBCA must be filed with the Director and a Certificate of Arrangement issued related thereto.

Required Shareholder Approval

Subject to any further order of the Court, the Interim Order provides that the Arrangement Resolution must be approved by the affirmative vote thereon at the Meeting by at least:

(a) two-thirds (66% percent) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting; and

(b) a simple majority (50 percent plus one) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting, after excluding for this purpose votes attached to the Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, which shall include the Common Shares held by the Company Management Group (collectively, the "Required Shareholder Approval").

It is a condition to the completion of the Arrangement that the Required Shareholder Approval be obtained at the Meeting.

Unless instructed otherwise, the persons designated by management of the Company in the enclosed form of proxy intend to vote FOR the Arrangement Resolution set forth in Schedule C to this Circular.

Notwithstanding the foregoing, the Arrangement Resolution authorizes the directors of the Company, at their discretion, without further notice to or approval of the Company Shareholders: (i) to amend, modify, supplement or terminate the Arrangement Agreement or the Plan of Arrangement, to the extent permitted thereby; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions, at any time prior to the issuance of the Certificate of Arrangement.

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See Schedule C to this Circular for the full text of the Arrangement Resolution.

Court Approval

Interim Order

Final Order

Any Company Shareholders wishing to appear or to be represented by counsel at the hearing of the application for the Final Order may do so but must comply with certain procedural requirements described in the Notice of Application for the Final Order and the Interim Order, including filing a notice of appearance and any supporting materials with the Court and serving same upon the Company, ClinActiv and the Purchaser via their respective counsel as soon as reasonably practicable and, in any event, no less than three Business Days before such date. Participation in the hearing of the Final Order, including those who may participate and present evidence or argument and the procedure for doing so, is subject to the terms of the Interim Order and any subsequent direction of the Court. A copy of the Notice of Application in connection with the Final Order is attached as Schedule G to this Circular.

At the hearing for the Final Order, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Stock Exchange Delisting and Ceasing to be a Reporting Issuer

If the Arrangement becomes effective, it is expected that the Common Shares will be delisted from the TSX, with effect as promptly as practicable following the Effective Date. Following such de-listing of the Common Shares, it is also anticipated that the Purchaser will cause the Company to submit an application to cease to be a reporting issuer under applicable Securities Laws for the purpose of terminating the Company's public reporting requirements.

Securities Matters

The Company is a reporting issuer in each of the provinces of Canada and, accordingly, is subject to applicable securities laws of such provinces, including MI 61-101. MI 61-101 is intended to ensure fair treatment of securityholders in certain transactions that raise the potential for conflicts of interest by requiring, among other things, enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, and, in certain instances, independent valuations. The protections afforded by MI 61-101 apply to (i) "business combinations" (as defined in MI 61-101) which are transactions that can result in the interests of securityholders being terminated without their consent, and (ii) "related party transactions" (as defined in MI 61-101), which are certain transactions between an issuer and one or more of its "related parties" (as defined in MI 61-101).

The Arrangement constitutes a "business combination" for the purposes of MI 61-101 because, among other things, (i) related parties of the Company may be entitled to receive "collateral benefits" (as defined in MI 61-101) as a consequence of the Arrangement, and/or (ii) related parties of the Company are parties to a "connected transaction" (as defined in MI 61-101) to the Arrangement.

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Collateral Benefit

A “collateral benefit”, as defined in MI 61-101, includes any benefit that a “related party” of the issuer (which includes the directors and senior officers of the issuer) is entitled to receive, directly or indirectly, as a consequence of the transaction, including, an increase in salary, a lump-sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the issuer, but does not include, among other things, (i) a payment or distribution per equity security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, and (ii) certain benefits received solely in connection with the related party’s services as an employee, director or consultant of the issuer, or an affiliated entity of the issuer, subject to certain conditions described further below.

In accordance with the terms of the Plan of Arrangement, Company Options, Company SARs and Company DSUs outstanding immediately prior to the Effective Time (other than those held by the Company Management Group) will be transferred by the holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price thereof (in the case of Company Options and Company SARs) or the Consideration (in the case of Company DSUs), in each case subject to applicable withholdings.

In addition, certain senior officers of the Company are entitled to change of control benefits in connection with the Arrangement if such member is terminated within a specified period after the Arrangement. See “Interests of Certain Persons in the Arrangement – CSS Reorganization”.

As a result of the acceleration of Company Options and Company SARs and the change of control entitlements of certain senior officers of the Company, senior officers in receipt of any one or more of the foregoing may be receiving a “collateral benefit” in connection with the Arrangement. However, as described further below, none of the Company Options or Company SARs held by members of the Company Management Group will be accelerated pursuant to the Plan of Arrangement, and each member of the Company Management Group has delivered a waiver with respect to their change of control benefits in connection with the Arrangement. In addition, all such benefits to be received by any other senior officer of the Company fall within an exception to the definition of “collateral benefit” under MI 61-101, as each of those senior officers owns less than 1% of the outstanding Common Shares. None of the Company’s directors hold unvested Company Options or Company SARs (Company DSUs are not subject to vesting conditions) or are entitled to any change of control benefits in connection with the Arrangement.

Connected Transaction

A “connected transaction”, as defined in MI 61-101, includes two or more transactions that have at least one party in common, directly or indirectly, other than transactions related solely to services as an employee, director or consultant, and (a) are negotiated or complete at approximately the same time, or (b) the completion of at least one of the transactions is conditional on the completion of each of the other transactions. The Arrangement and the CSS Reorganization are connected transactions under MI 61-101. See “Interests of Certain Persons in the Arrangement – CSS Reorganization”.

Minority Shareholder Approval

The Arrangement is a “business combination” as (i) “related parties”, in connection with the Arrangement, may be receiving a “collateral benefit”, as described above, and/or (ii) the CSS Reorganization is a “connected transaction” to the Arrangement, as described above.

As a result, the Arrangement Resolution will require “minority approval” in accordance with MI 61-101, which will require approval by a majority of the votes cast, excluding the votes attached to securities beneficially owned, or over which control or direction is exercised, by “related parties” of the Company who can be considered to be receiving a “collateral benefit” or are parties to a “connected transaction” in connection with the Arrangement, or are “related parties” and “joint actors” (as defined in MI 61-101) of such related parties.

This minority approval is in addition to the requirement that the Arrangement Resolution be approved by at least two thirds of the votes cast by Company Shareholders present or represented by proxy at the Meeting and entitled to vote.

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For purposes of the minority approval requirements of MI 61-101, all of the 1,157,820 Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by members of the Company Management Group or their related parties or joint actors, representing, as of the Record Date, approximately 6% of the issued and outstanding Common Shares, on an undiluted basis, will be excluded in determining whether minority approval for the Arrangement is obtained.

As of the Record Date, the Common Shares to be excluded for purposes of the minority approval requirement are set out below:

Shareholder	Common Shares	%
Serge Verreault	741,751	4.0%
Jose DaRocha	336,000	1.8%
Linda Kisa	80,069	0.4%
TOTAL:	1,157,820	6.2%

Votes attached to 5,022,388 Common Shares held by the Supporting Shareholders (excluding the 1,157,820 Common Shares held by the Company Management Group) will be included in the minority approval vote.

Formal Valuation

While the acquisition of the share of the Company pursuant to the CSS Reorganization by the Company Management Group is a “connected transaction” to which one or more “related parties” of the Company is a party, the Company is not required to obtain a formal valuation under MI 61-101 because the Independent Directors, after receiving legal and financial advice, determined in good faith that, as of the date of the Arrangement Agreement, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the shares of the Company to be acquired by the Company Management Group pursuant to the CSS Reorganization, insofar as it involves “interested parties”, exceeds 25% of the Company’s market capitalization of $9,077,874.38 (calculated in accordance with MI 61-101).

Disclosure of Prior Valuations

To the knowledge of the Company and its directors and senior officers, after reasonable inquiry, there have been no prior valuations in respect of the Company (as contemplated in MI 61-101) in the 24 months prior to the date of the Arrangement Agreement.

Prior Offers

Except as described in this Circular under the heading “Overview of the Arrangement – Background to the Arrangement”, the Company has not received any bona fide prior offer relating to the subject matter of, or otherwise relevant to, the Arrangement in the past 24 months preceding the entry into the Arrangement Agreement. See “Overview of the Arrangement – Background to the Arrangement”.

Other

The Company confirms that during the process of review and approval of the Arrangement, there was no materially contrary view or abstention by a director or any material disagreement between the Independent Directors.

Escrow Agreement

On March 13, 2026, the Purchaser paid to the Escrow Agent an amount equal to the Purchaser Termination Fee (the “Escrow Amount”), to be held in escrow and dealt with in accordance with the terms of the Escrow Agreement. The Escrow Agreement provides for the payment of the Purchaser Termination Fee to the Company in the event that the

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Company is entitled to payment of the Purchaser Termination Fee pursuant to the Arrangement Agreement, and for the return of the Escrow Amount to the Purchaser in the event that the Company is not entitled to payment of the Purchaser Termination Fee. The Arrangement Agreement provides that the Company and the Purchaser will direct the Depositary to apply the Escrow Amount to the payment of the Consideration in the event that the Arrangement is completed.

Depositary Agreement

Prior to the Effective Date, Crescita, the Purchaser, the Parent and the Depositary will enter into the Depositary Agreement. Pursuant to the Plan of Arrangement, prior to the filing of the Articles of Arrangement, the Purchaser is required to, in accordance with the Arrangement Agreement, deposit, or arrange to be deposited, for the benefit of the Company Shareholders, cash with the Depositary in an amount equal to the aggregate consideration payable by the Purchaser pursuant to the Plan of Arrangement.

Procedures for Deposit of Common Shares

Depositary under the Arrangement

Prior to the filing of the Articles of Arrangement, in satisfaction of its payment obligations under the Arrangement Agreement and the Plan of Arrangement, the Purchaser shall, and the Parent shall cause the Purchaser to, in accordance with the Arrangement Agreement, deposit with the Depositary sufficient funds to satisfy the aggregate amount of Consideration payable by the Purchaser in exchange for all Common Shares deposited under the Arrangement (with the Escrow Amount being applied toward the amount required to be deposited).

Letters of Transmittal

At the time of sending this Circular to each Company Shareholder, the Company is also sending to each Registered Holder the Letter of Transmittal (enclosed therewith on yellow paper). In order to receive the Consideration, Registered Holders must complete and sign the Letter of Transmittal and deliver it and the other documents required by it, including the certificate(s) or DRS statement(s) representing the Common Shares, to the Depositary in accordance with the instructions contained in the applicable Letter of Transmittal. The Letter of Transmittal is for use by Registered Holders only and is not to be used by Non-Registered Holders. Non-Registered Holders should contact their broker or other Intermediary for instructions and assistance in receiving the Consideration in respect of their Common Shares. Copies of the Letter of Transmittal may be obtained by contacting the Depositary. The Letter of Transmittal will also be available on SEDAR+ (www.sedarplus.ca) under Crescita's issuer profile.

The following is a summary of the procedures for the surrender of Common Shares set out in the Letter of Transmittal. The Letter of Transmittal contains additional procedural information relating to the Arrangement and should be reviewed carefully in its entirety. The deposit of Common Shares pursuant to the Letter of Transmittal will constitute a binding agreement between the depositing Company Shareholder, the Purchaser, and the Company upon the terms and subject to the provisions of the Arrangement Agreement. The Purchaser and the Parent, subject to the consent of the Depositary, reserve the right to waive or not to waive any and all errors or other deficiencies in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the Company Shareholders. The granting of a waiver to one or more Company Shareholders does not constitute a waiver for any other Company Shareholders. The Company, the Purchaser and the Parent reserve the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement. If there is any conflict or inconsistency between the Letter of Transmittal and this summary, the provisions of the Letter of Transmittal govern.

The details for the surrender of Common Shares to the Depositary and the address of the Depositary are set out in the Letter of Transmittal. Provided that a Registered Holder has delivered and surrendered to the Depositary any share

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certificates or DRS statements representing their Common Shares together with the Letter of Transmittal properly completed and executed in accordance with the instructions set out in the Letter of Transmittal and any additional documents the Depositary may reasonably require, as soon as reasonably practicable after the Effective Date, the Depositary will deliver to each Registered Holder that submitted an effective Letter of Transmittal to the Depositary, together with the certificate(s) or DRS statement(s) representing the Common Shares held by such Company Shareholder immediately prior to the Effective Date, a cheque, wire or other form of payment of immediately available funds for the amount of Consideration such Company Shareholder is entitled to receive in accordance with the provisions of the Plan of Arrangement (all net of any applicable withholdings in respect of Taxes pursuant to the Plan of Arrangement), all to be delivered to or at the direction of such Company Shareholder. A cheque representing the Consideration to which such Registered Holder is entitled pursuant to the Arrangement, will be either (i) delivered to the address or addresses as directed by the Company Shareholder in the Letter of Transmittal, or (ii) if no address is specified in the Letter of Transmittal, cheques or other form of payment of immediately available funds will be forwarded to the address of the Registered Holder as shown on the register maintained by the Transfer Agent and registrar for the Common Shares.

Time is of the essence to submit your Letter of Transmittal. Until such time as a Company Shareholder deposits with the Depositary a duly completed Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents and instruments as the Depositary or the Purchaser may reasonably require, the cash payment to which such Company Shareholder is entitled will, in each case be delivered or paid to the Depositary to be held as an agent for such former Company Shareholder for delivery to the former Company Shareholder, without interest and net of all applicable withholding and other Taxes, if any, upon delivery of the Letter of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal and such other documents, certificates and instruments as the Depositary or the Purchaser may reasonably require.

Upon surrender to the Depositary for cancellation of a certificate or DRS statement which immediately prior to the Effective Time represented one or more Common Shares, together with a duly completed Letter of Transmittal and such additional documents, certificates and instruments as the Depositary or the Purchaser may reasonably require, the Company Shareholder represented by such surrendered certificate or DRS statement shall be entitled to receive the Consideration in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable after the Effective Time, a cheque, wire or other form of immediately available funds acceptable to the Depositary, representing the Consideration which such Company Shareholder is entitled to receive under the Arrangement for such Common Shares, less any amounts withheld pursuant to the Plan of Arrangement, and any certificate or DRS statement so surrendered shall forthwith be cancelled.

After the Effective Time and until the surrender for cancellation as contemplated above, each certificate or DRS statement which, immediately prior to the Effective Time, represented one or more Common Shares will be deemed at all times to represent only the right to receive the Consideration to which the holder of such certificate or DRS statement is entitled to receive under the Plan of Arrangement, and, in respect of the Common Shares formerly held by a Dissenting Shareholder, a claim against the Purchaser in an amount determined in accordance with Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

If a Common Share certificate has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with an affidavit by such Company Shareholder describing the loss to the Depositary. Upon receipt of the Letter of Transmittal and such affidavit, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration that such Company Shareholder has the right to receive in accordance with the Plan of Arrangement and such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be issued shall, as a condition precedent to the issuance thereof, give a surety bond satisfactory to the Parent and the Depositary in such sum as the Parent may direct, or otherwise indemnify the Parent and the Company in a manner satisfactory to them, against any claim that may be made against them with respect to the certificate alleged to have been lost, stolen or destroyed.

A Registered Holder must deliver to the Depositary at the office listed in the Letter of Transmittal:

the certificate(s) or DRS statement(s) representing the Registered Holder's Common Shares;

a Letter of Transmittal in the form accompanying this Circular, or a manually executed photocopy thereof, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and
any other relevant documents required by the instructions set out in the Letter of Transmittal.

The method used to deliver the Letter of Transmittal and any accompanying certificate(s) or DRS statement(s) representing the Common Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. If these documents are mailed, it is recommended that registered mail, with return receipt requested, and with proper insurance, be used.

The signature on the Letter of Transmittal must be guaranteed by an Eligible Institution or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution) unless the Letter of Transmittal is signed by the Registered Holder of the Common Shares exactly as the name of the Registered Holder appears on the share certificate(s) or DRS statement(s) deposited therewith. If a Letter of Transmittal is executed by a Person other than the Registered Holder of the share certificate(s) or DRS statement(s) deposited therewith, the share certificate(s) or DRS statement(s) must be endorsed or be accompanied by an appropriate securities transfer power of attorney, duly and properly completed by the Registered Holder, with the signature on the endorsement panel, or a securities transfer power of attorney guaranteed by an Eligible Institution.

The Consideration paid to Company Shareholders is in Canadian dollars. The Depositary’s currency exchange services will be used to convert payment of these amounts that each Company Shareholder is entitled to receive based on the address of record of such Company Shareholder. Each Company Shareholder with an address outside of Canada will receive payment in U.S. dollars. Each Company Shareholder with an address in Canada will receive payment in Canadian dollars. There is no additional fee payable by Company Shareholders in relation to such conversions of payments. A Company Shareholder may request that its Consideration and any cash payable in respect of fractional share entitlements be paid in a different currency from the specified above. Company Shareholders can elect to receive Canadian dollars or U.S. dollars by checking the applicable Box F on the Letter of Transmittal.

The exchange rates that will be used to convert payments from Canadian dollars into U.S. dollars will be the rate established by the Depositary in its capacity as the foreign exchange service provider, on the day that the funds are converted, which rates will be based on the prevailing market rates on such date. The risk of any fluctuations in exchange rates, including risks relating to the particular date and time at which the funds are converted, will be borne solely by the registered participating Company Shareholder. The Depositary will act as principal in such currency conversion transactions.

The Company, the Purchaser and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any Company Shareholders under the Plan of Arrangement or the Arrangement Agreement (including, without limitation, any amount payable pursuant to Dissent Rights) such amounts as the Company, the Purchaser or the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the Consideration payable pursuant to the Plan of Arrangement or the Arrangement Agreement, and shall be treated for all purposes as having been paid to the Company Shareholders in respect of which such deduction, withholding, and remittance was made; provided, that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity in accordance with Law.

Company Shareholders whose Common Shares are registered in the name of an Intermediary should contact that nominee for assistance in depositing their Common Shares and should follow the instructions of such nominee in order to deposit their Common Shares.

Cancellation Rights after Five Years

Until a certificate is surrendered as contemplated by the Plan of Arrangement, each certificate that immediately prior to the Effective Time represented Common Shares will be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment equal to the Consideration per Common Share in lieu of such certificate

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as contemplated by the Plan of Arrangement less any amounts withheld. Any such certificate formerly representing Common Shares not duly surrendered on or before the Business Day immediately prior to the fifth anniversary of the Effective Date will cease to represent a claim by or interest of any Former Company Shareholder of any kind or nature against or in the Company, the Parent or the Purchaser. On such date, all cash to which such Former Company Shareholder was entitled will be deemed to have been surrendered to the Purchaser or the Company, as applicable, and will be paid over by the Depositary to the Purchaser or as directed by the Purchaser. Accordingly, Former Company Shareholders who do not deposit with the Depositary a duly completed Letter of Transmittal and certificate(s) or DRS statement(s) representing their Common Shares on or prior to the Business Day immediately before the fifth anniversary of the Effective Date will not receive the Consideration in exchange therefor and will not own any interest in the Company and such Former Company Shareholders will not be paid any Consideration or other compensation.

Furthermore, the Arrangement provides that any payment made by way of cheque by the Depositary (or Company, if applicable) pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or Company, as applicable, or that otherwise remains unclaimed, in each case, on or before the Business Day immediately prior to the fifth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the Business Day immediately prior to the fifth anniversary of the Effective Time will cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Common Shares, the Company Options, the Company SARs and the Company DSUs pursuant to the Plan of Arrangement will terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

Timing

If the Meeting is held as scheduled and is not adjourned or postponed and the other necessary conditions at that point in time are satisfied or waived, Crescita will apply for the Final Order approving the Arrangement. If the Final Order is obtained on May 20, 2026 in form and substance satisfactory to the Company, the Purchaser and the Parent, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, Crescita expects the Effective Date to occur in the second quarter of 2026. However, it is not possible to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including, among other reasons, an objection before the Court at the hearing of the application for the Final Order on May 20, 2026. The Arrangement will become effective upon the filing with the Director of the Articles of Arrangement and a copy of the Final Order, together with such other materials as may be required by the Director, and the issuance of the Certificate of Arrangement.

INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT

In considering the recommendation of the Independent Directors, Company Shareholders should be aware that certain directors and executive officers of the Company may have interests in the Arrangement or may receive benefits that differ from, or are in addition to, the interests of Company Shareholders generally. Other than the interests and benefits described below or elsewhere in this Circular, as of the date hereof, none of the directors or officers of the Company or, to the knowledge of the directors and executive officers of the Company, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement. The Independent Directors were aware of and considered these interests, among other matters, in evaluating and negotiating the Arrangement Agreement, and in recommending to Company Shareholders that they vote FOR the Arrangement Resolution.

Except for the interests of the Company Management Group in the CSS Reorganization, all benefits received, or to be received, by directors, officers or employees of the Company as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of the Company. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for the Common Shares held by such persons and no consideration is, or will be, conditional on the person supporting the Arrangement.

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Common Shares and the Intentions of Directors and Executive Officers

As of the Record Date, the directors and executive officers of the Company beneficially owned, directly or indirectly, or exercised control or direction over, in the aggregate 2,508,719 Common Shares, which represented approximately 13.5% of the issued and outstanding Common Shares.

All of the Common Shares held by such directors and executive officers of the Company will be treated in the same fashion under the Arrangement as Common Shares held by all other Company Shareholders. Each director of the Company and each member of the Company Management Group that is a Company Shareholder intends to vote all of such individual’s Common Shares FOR the Arrangement Resolution.

Company SARs

As of the Record Date, there were 982,250 Company SARs outstanding, all of which are in-the-money having an exercise price lower than the Consideration. If the Arrangement is consummated, each Company SAR (other than any Company SARs held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment from the Company equal to the Company SAR In-the-Money Amount of such Company SAR less applicable withholdings in accordance with the Plan of Arrangement, and each such Company SAR shall immediately be cancelled and, for greater certainty, where such amount is nil or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company SAR any amount in respect of such Company SAR. Holders of Company SARs (other than any Company SARs held by a member of the Company Management Group) will be entitled to collectively receive cash compensation of approximately $36,575 in the aggregate (calculated based on the target Consideration is $0.80 per Common Share).

Company Options

As of the Record Date, there were 2,752,771 Company Options outstanding, of which 2,350,771 are in-the-money with an exercise price lower than the Consideration. If the Arrangement is consummated, each Company Option (other than any Company Option held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment from the Company equal to the Company Option In-the-Money Amount of such Company Option less applicable withholdings in accordance with the Plan of Arrangement, and each such Company Option shall immediately be cancelled and, for greater certainty, where such amount is nil or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company Option any amount in respect of such Company Option. Holders of Company Options will be entitled to collectively receive cash compensation of approximately $155,096 in the aggregate (calculated based on the target Consideration is $0.80 per Common Share).

Company DSUs

As of the Record Date, there were 407,327 Company DSUs outstanding. If the Arrangement is consummated, each Company DSU (other than any Company DSU held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment from the Company equal to the Consideration less applicable withholdings in accordance with the Plan of Arrangement, and each such Company DSU shall immediately be cancelled. Holders of Company DSUs will be entitled to collectively receive cash compensation of approximately $325,862 in the aggregate (calculated based on the target Consideration is $0.80 per Common Share).

Consideration

The following table sets out the names and positions of the directors, executive officers and certain key employees of the Company as of the Record Date, the number of Common Shares, Company SARs, Company Options and Company DSUs owned or over which control or direction was exercised by each such director, executive officer or key employee of the Company and, where known after reasonable enquiry, by their respective associates or affiliates

and the consideration to be received for such Common Shares, Company SARs, Company Options and Company DSUs pursuant to the Arrangement.

Name	Common Shares		Company Equity Awards				Estimated Consideration (excluding any retained Company Equity Awards)(1)
	Total Number of Common Shares	Consideration to be received in respect of Common Shares	Company SARs	Company Options	Company DSUs	Consideration to be received in respect of Company Equity Awards
Daniel Chicoine
Chairman of the Board	1,057,377	$845,902	nil	632,000(2)	95,273	$126,518	$972,420
Serge Verreault(3)
President and Chief Executive Officer	741,751	$593,401	513,000	997,771	nil	nil	$593,401
Jose DaRocha(4)
Chief Financial Officer	336,000	$268,800	228,750	423,000	nil	nil	$268,800
Linda Kisa(5)
Vice-President, Reporting and Corporate Affairs	80,069	$64,055	105,000	142,500	nil	nil	$64,055
Deborah Trudeau
Director	nil	nil	nil	nil	121,508	$97,206	$97,206
John London
Chair of the Compensation, Corporate Governance and Nominating Committee	193,522	$154,818	nil	58,500	95,273	$87,693	$242,511
Anthony Dobranowski
Chair of the Audit Committee	100,000	$80,000	nil	58,500	95,273	$87,693	$167,693
Wade Hull(6)
Vice-President, Research & Development	39,384	$31,507	15,000	257,000	nil	$40,913	$72,420
Isabelle Villeneuve
Vice-President, Strategy, Quality & Innovation	nil	nil	20,000	154,500	nil	$46,663	$46,663
TOTAL:	2,548,103	$2,038,483	881,750	2,723,771	407,327	$486,686	$2,525,169

Notes:

(1) Calculated based on the target Consideration of $0.80 per Common Share. All amounts are rounded to the nearest whole number.
(2) Of Mr. Chicoine's 632,000 Company Options, 302,000 Company Options are not in-the-money having an exercise price that is higher than the Consideration.
(3) As a member of the Company Management Group, Mr. Verreault will not receive any consideration for his 513,000 Company SARs and 997,771 Company Options in connection with the Arrangement.
(4) As a member of the Company Management Group, Mr. DaRocha will not receive any consideration for his 228,750 Company SARs and 423,000 Company Options in connection with the Arrangement.
(5) As a member of the Company Management Group, Ms. Kisa will not receive any consideration for her 105,000 Company SARs and 142,500 Company Options in connection with the Arrangement.
(6) Of Mr. Hull's 257,000 Company Options, 100,000 Company Options are not in-the-money having an exercise price that is higher than the Consideration.

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CSS Reorganization

The Company Management Group (or entities controlled by them) (the “SPA Purchasers”), the Company and the Purchaser have entered into the Share Purchase Agreement pursuant to which, among other things (i) the Company will contribute certain assets of the Company that are related to the CSS Business to CSS, (ii) the Company will distribute to the Purchaser the CSS Shares and all of the Company’s consolidated cash assets (except that the Company will retain an amount of cash equal to its working capital deficiency, if any, as of closing of the CSS Reorganization), (iii) each member of the Company Management Group will deliver a waiver providing for their consent and acknowledgement that, notwithstanding anything to the contrary in the Company Plans or in their respective employment agreements and arrangements with the Company, no portion of the amounts payable to management under such plans, agreements and arrangements as a result of the Arrangement (which amounts are approximately $1.8 million) will be payable to them by CSS, the Purchaser or any of their respective affiliates (other than the Company) under any of the foregoing, including as a result of or in connection with the closing of the Arrangement, the transactions contemplated by the Share Purchase Agreement or otherwise, (iv) the SPA Purchasers will acquire all of the outstanding Common Shares from the Purchaser for $1.00, and (v) CSS and the Company will enter into the Transition Services Agreement pursuant to which, among other things, the members of the Company Management Group will make their services available on a full-time basis (four days per week, in the case of Messrs. Verreault and DaRocha, and five days per week in the case of Ms. Kisa) to assist the Purchaser in operating CSS for up to 12 months following closing. Under the Transition Services Agreement, CSS will pay the Company an aggregate transition services fee equal to the current base salaries payable to each member of the Company Management Group (prorated to four days per week in respect of the services to be provided by Messrs. Verreault and DaRocha) during the term of the Transition Services Agreement as well as a one-time retention payment of $400,000 if certain conditions are satisfied. As discussed above under “Overview of the Arrangement – Background to the Arrangement” and “Overview of the Arrangement – Fairness Opinion”, the Independent Directors, with the assistance of legal and financial advisors, carefully considered the terms of the CSS Reorganization in evaluating the fairness of the Arrangement to the Minority Shareholders, and the Financial Advisor considered the financial terms of the CSS Reorganization in rendering the Fairness Opinion. Both the Independent Directors and the Financial Advisor concluded that the CSS Reorganization is of net benefit to the Minority Shareholders because it results in Company Shareholders receiving a higher price for their Common Shares than they would have received in the absence of the CSS Reorganization.

Termination and Change of Control Benefits for Certain Officers

The executive employment agreements of each member of the Company Management Group provide that, upon a change of control (which will be triggered by the closing of the Arrangement) and for a specified period thereafter, any termination of such officer’s employment by the Company without cause, and any termination by such officer at their election, shall entitle such officer to receive a lump sum payment equal to two times the amount that such officer would have received if terminated without cause.

Pursuant to the Share Purchase Agreement, each member of the Company Management Group will deliver a waiver providing for their consent and acknowledgement that notwithstanding anything to the contrary in their respective employment agreements and arrangements with the Company, no amount will be payable to them by CSS, the Purchaser or any of their respective affiliates (other than the Company) under any of the foregoing, including as a result of or in connection with the closing of the Arrangement, the transactions contemplated by the Share Purchase Agreement or otherwise.

Continuing Insurance Coverage for Directors and Executive Officers of the Company

The Arrangement Agreement provides that, prior to the Effective Date, the Company shall purchase customary “tail” or “run off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, which tail policies shall remain in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the current annual aggregate premium for the Company’s directors and officers insurance. In addition, the Arrangement Agreement permits the Company to procure a products liability run-off insurance policy covering

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products that were sold or manufactured prior to the Effective Time, with a term of two years, provided that the aggregate cost of such policy does not exceed 110% of the current annual premium for such insurance.

Indemnification

Pursuant to the Arrangement Agreement, Parent shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former Company Employees and directors of the Company and its Subsidiaries to the extent they are contained in the Company's Constating Documents or the constating documents of any of the Company's Subsidiaries or disclosed to the Parent, and acknowledges that such rights shall survive the completion of the Plan of Arrangement, shall continue in full force and effect in accordance with their terms or for a period of not less than six years from the Effective Date, whichever is longer, and shall be enforceable directly against the Parent.

DISSENT RIGHTS

The following is a summary of Section 185 of the OBCA (as may be modified by the Interim Order and the Plan of Arrangement) relating to the rights of Dissenting Shareholders. These provisions are technical and complex and registered holders of Common Shares who wish to exercise Dissent Rights should consult a legal advisor.

Section 185 of the OBCA provides that a Company Shareholder may only make a claim under that section with respect to all of the Common Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the name of the Dissenting Shareholder. One consequence of this provision is that a Company Shareholder may only exercise the Dissent Rights under Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) in respect of Common Shares that are registered in that Company Shareholder's name.

In many cases, Common Shares are beneficially owned by holders, i.e., being Non-Registered Holders, but are registered either: (a) in the name of an Intermediary that the Non-Registered Holder deals with in respect of such Common Shares, such as, among others, banks, trust companies, securities brokers, trustees and other similar entities; or (b) in the name of a depository, such as CDS, of which the Intermediary is a participant. Accordingly, a Non-Registered Holder will not be entitled to exercise Dissent Rights directly (unless the Common Shares are re-registered in the Non-Registered Holder's name). A Non-Registered Holder who wishes to have Dissent Rights exercised in respect of Common Shares held beneficially should immediately contact the Intermediary with whom the Non-Registered Holder deals in respect of its Common Shares and either: (i) instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Holder's behalf (which, if the Common Shares are registered in the name of CDS or any other clearing agency, may require that such Common Shares first be re-registered in the name of the Intermediary); or (ii) instruct the Intermediary to re-register such Common Shares in the name of the Non-Registered Holder, in which case the Non-Registered Holder would have to exercise the Dissent Rights directly.

The execution or exercise of a proxy does not constitute a written objection for purposes of the Dissent Rights. A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection.

The following summary does not purport to be comprehensive with respect to the procedures to be followed by a Registered Holder seeking to exercise Dissent Rights with respect to the Arrangement Resolution as provided in the Interim Order and is qualified in its entirety by reference to the full text of the Interim Order, Article 4 of the Plan of Arrangement and Section 185 of the OBCA, which are set forth in Schedule F, Schedule E, Schedule D and to this Circular, respectively.

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The Interim Order, the Plan of Arrangement and the OBCA require strict adherence to the procedures established therein and failure to adhere to such procedures may result in the loss of all Dissent Rights with respect to the Arrangement Resolution. Accordingly, each Company Shareholder who desires to exercise rights of dissent should carefully consider and comply with the provisions of Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) and consult its legal advisors.

Notwithstanding Section 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Meeting), a Dissenting Shareholder who seeks payment of the fair value of its Common Shares is required to deliver a written objection to the Arrangement Resolution to the Company not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the Meeting (or any adjournment or postponement thereof) (the “Dissent Deadline”). Such notice must be delivered to the Company’s legal counsel at the following address:

Goodmans LLP
333 Bay St., Suite 3400,
Toronto, Ontario, Canada, M5H 2S7

Attention: Tom Friedland
Email: [email protected]

A vote against the Arrangement Resolution or a withholding of votes does not constitute a written objection. Within 10 days of the Arrangement Resolution being approved by the Company Shareholders, the Company must so notify the Dissenting Shareholder (the “Notice of Resolution”) (unless such Company Shareholder voted for the Arrangement Resolution or has withdrawn its objection) who is then required, within 20 days after receipt of such Notice of Resolution (or, if such Company Shareholder does not receive such notice, within 20 days after learning of the approval of the Arrangement Resolution), to send to the Company a written notice containing its name and address, the number and Common Shares in respect of which the Company Shareholder dissents and a demand for payment (a “demand for payment”) of the fair value of such Common Shares and, within 30 days after sending such written notice, to send to the Company or its Transfer Agent the appropriate share certificate(s) or DRS statement(s).

A Dissenting Shareholder who fails to send to the Company, within the appropriate time frame, a written objection, demand for payment and certificate(s) or DRS statement(s) representing the Common Shares in respect of which the Company Shareholder dissents forfeits the right to make a claim under Section 185 of the OBCA as modified by the Interim Order and the Plan of Arrangement. The Company’s Transfer Agent will endorse on the share certificate(s) or DRS statement(s) received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the certificate(s) or DRS statement(s) to the Dissenting Shareholder.

On sending a demand for payment to the Company, a Dissenting Shareholder ceases to have any rights as a Company Shareholder other than the right to be paid the fair value of such Company Shareholder’s Common Shares, notwithstanding anything to the contrary contained in Section 185 of the OBCA, which fair value will be determined as of the close of business on the day before the Arrangement Resolution is adopted, except where:

(a) the Dissenting Shareholder withdraws the demand for payment before the Company makes an offer to the Dissenting Shareholder pursuant to the OBCA,
(b) the Company fails to make an offer as hereinafter described and the Dissenting Shareholder withdraws the demand for payment, or
(c) the proposal contemplated in the Arrangement Resolution does not proceed,

in which case the Dissenting Shareholder’s rights as a Company Shareholder will be reinstated as of the date the Dissenting Shareholder sent the demand for payment.

Pursuant to the Interim Order, a Registered Holder is entitled, in addition to any other rights the holder may have, to exercise their Dissent Rights under Section 185 of the OBCA, as modified by Article 4 of the Plan of Arrangement or the Interim Order. Company Shareholders who duly exercise such Dissent Rights and are:

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(a) ultimately determined to be entitled to be paid fair value for such Common Shares in respect of which they have duly and validly exercised Dissent Rights, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or

(b) ultimately not entitled, for any reason, to be paid fair value for the Common Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Company Shareholder who has not exercised Dissent Rights;

but in no case will the Company, the Parent, the Purchaser or any other Person be required to recognize such former Company Shareholders as holders of Common Shares after the completion of the steps set forth in Section 3.1 of the Plan of Arrangement, and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Common Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Company will be amended to reflect that such former Company Shareholder is no longer the holder of such Common Shares as and from the completion of the steps in Section 3.1 of the Plan of Arrangement.

From and after the Effective Time, in no case is the Purchaser, the Parent or the Company or any other Person required to recognize a Dissenting Shareholder as a holder of Common Shares or as a holder of any securities of any of the Purchaser, the Parent, the Company or any of their respective subsidiaries, and the names of the Dissenting Shareholder are to be deleted from the Company's register of holders of Common Shares.

In addition to any other restrictions under Section 185 of the OBCA, none of the following will be entitled to exercise Dissent Rights: (i) holders of Company Equity Awards; (ii) holders of Common Shares who vote or have instructed a proxyholder to vote such holder's Common Shares in favour of the Arrangement Resolution; (iii) any Person (including any beneficial owner of Common Shares) who is not a registered holder of Common Shares; and (iv) the Purchaser and its affiliates (as defined in the Arrangement Agreement).

If the Plan of Arrangement becomes effective, the Purchaser will be required to send, not later than the seventh day after the later of: (i) the Effective Date; or (ii) the day the demand for payment is received, to each Dissenting Shareholder whose demand for payment has been received, a written offer by the Purchaser to pay for such Dissenting Shareholder's Common Shares such amount as the Board considers the fair value thereof, accompanied by a statement showing how the fair value was determined.

The Purchaser must pay for the Common Shares of a Dissenting Shareholder within 10 days after an offer made as described above has been accepted by a Dissenting Shareholder, but any such offer lapses if the Company does not receive an acceptance thereof within 30 days after such offer has been made.

If such offer is not made or accepted, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to the Court to fix the fair value of such Common Shares. There is no obligation of the Company to apply to the Court. If the Company fails to make such an application, a Dissenting Shareholder has the right to so apply within a further 20 days. A Dissenting Shareholder is not required to give security for costs in such an application.

Upon an application to the Court, all Dissenting Shareholders whose Common Shares have not been purchased by the Purchaser will be joined as parties and be bound by the decision of the Court, and the Company will be required to notify each Dissenting Shareholder of the date, place and consequences of the application and of the right to appear and be heard in person or by counsel. Upon any such application to the Court, the Court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the Court will then fix a fair value for the Common Shares of all Dissenting Shareholders who have not accepted an offer to pay. The final order of the Court will be rendered against the Company in favour of each Dissenting Shareholder and for the amount of the Dissenting Shareholder's Common Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each such Dissenting Shareholder from the Effective Date until the date of payment.

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Registered Holders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Common Shares as determined under the applicable provisions of the OBCA (as modified by the Interim Order and the Plan of Arrangement) will be more than or equal to the Consideration offered under the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Company Shareholder’s Common Shares.

In no circumstances shall the Company, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless: (i) as of the Dissent Deadline, such Person is a registered holder of the Common Shares in respect of which such Dissent Rights are sought to be exercised; and (ii) such Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the Effective Time.

Under the OBCA, the Court may make any order in respect of the Arrangement it thinks fit, including a Final Order that amends the Dissent Rights as provided for in the Plan of Arrangement and the Interim Order (although in that case the transaction that is the subject of the Arrangement Resolution may not proceed). In any case, it is not anticipated that additional Company Shareholder approval would be sought for any such variation.

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of fair value of the Dissenting Shareholder’s Common Shares. Dissent Rights are technical and complex and it is suggested that any Company Shareholder wishing to exercise Dissent Rights seek independent legal advice as failure to comply strictly with the applicable provisions of the OBCA, the Interim Order and the Plan of Arrangement may prejudice the availability of Dissent Rights.

Section 185 of the OBCA (as modified by the Plan of Arrangement and the Interim Order) requires strict adherence to the procedures established therein and failure to do so may result in a loss of a Dissenting Shareholder’s Dissent Rights. Accordingly, each Dissenting Shareholder who desires to exercise Dissent Rights should carefully consider and comply with the provisions of that section, the full text of which is set out in Schedule D, as modified by the Plan of Arrangement and the Interim Order or should consult with such Dissenting Shareholder’s legal advisor.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations in respect of the Arrangement that are generally applicable to a beneficial owner of Common Shares who, for purposes of the Tax Act, and at all relevant times, deals at arm’s length with the Company and the Purchaser, is not affiliated with the Company or the Purchaser, holds its Common Shares as capital property and who disposes of its Common Shares under the Arrangement (each such owner in this section, a “Holder”). Generally, the Common Shares will be considered capital property to a Holder for purposes of the Tax Act unless the Holder uses or holds Common Shares in the course of carrying on a business or the Holder acquired such Common Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” (as defined for purposes of the “mark-to-market rules” in the Tax Act); (ii) that is a “specified financial institution” (as defined in the Tax Act); (iii) an interest in which is a “tax shelter investment” (as defined in the Tax Act); (iv) whose “functional currency” for purposes of the Tax Act is the currency of a country other than Canada; (v) who acquired Common Shares under the exercise of Company Options or another equity-based employment compensation plan or arrangement (nor does it discuss any other consequences to holders of Company SARs, Company Options or Company DSUs) or otherwise in the course of employment; or (vi) that has entered into or will enter into a “synthetic disposition agreement” or a “derivative forward agreement” (each as defined in the Tax Act) with respect to Common Shares. Such Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act in force as of the date hereof, the regulations thereunder, and counsel’s understanding of the current published administrative policies of the CRA made publicly available in writing prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that the Proposed Amendments will be enacted in the form proposed. No assurance can be given that the Proposed Amendments will be enacted in the form proposed, or at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any other changes in Law,

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whether by judicial, governmental or legislative decision or action or changes in the administrative policies of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed below.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not, and should not be construed as, legal, business or tax advice to any particular Holder and no representation with respect to the tax consequences to any particular Holder is made. Accordingly, all Holders should consult their own tax advisors regarding the Canadian federal income tax consequences of the Arrangement applicable to their particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax laws.

Holders Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable income tax treaty, and at all relevant times: (i) is, or is deemed to be, resident in Canada; and (ii) is not exempt from tax under Part I of the Tax Act (a "Resident Holder").

Certain Resident Holders whose Common Shares might not otherwise qualify as capital property may, in certain circumstances, be eligible to make an irrevocable election in accordance with Subsection 39(4) of the Tax Act to have their Common Shares, and every other "Canadian security" (as defined in the Tax Act) owned by such Holder in the taxation year in which the election is made and in all subsequent taxation years, be deemed to be capital property. Resident Holders should consult their own tax advisors as to whether they hold or will hold their Common Shares as capital property and whether such election can or should be made in respect of their Common Shares.

Disposition of Common Shares Pursuant to the Arrangement

A Resident Holder (other than a Resident Dissenter) who transfers Common Shares to the Purchaser in exchange for the Consideration under the Arrangement will realize a capital gain (or a capital loss) equal to the amount by which the aggregate Consideration received by the Resident Holder exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of the Common Shares immediately before that time and any reasonable costs of disposition. The taxation of capital gains and capital losses is discussed in general terms below under “– Taxation of Capital Gains and Capital Losses”.

Dissenting Resident Holders

A Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a "Resident Dissenter") and is deemed to have transferred Common Shares to the Purchaser under the Arrangement and is entitled to be paid the fair value of such Common Shares by the Purchaser will realize a capital gain (or a capital loss) equal to the amount by which the payment (other than any interest) exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Dissenter of the Common Shares immediately before that time and any reasonable costs of disposition. The Resident Dissenter will be required to include any resulting taxable capital gain in income, or be entitled to deduct any resulting allowable capital loss, generally in accordance with the usual rules applicable to capital gains and capital losses. See “– Taxation of Capital Gains and Capital Losses”, below. A Resident Dissenter will also be required to include in computing its income any interest awarded to it by a court in connection with the Arrangement.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized in that year. A Resident Holder must deduct one half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in that taxation year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to the detailed rules contained in the Tax Act.

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A capital loss realized on the disposition of Common Shares by a Resident Holder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of dividends received or deemed to have been received by the corporation on such shares (or on a share for which such share is substituted or exchanged). Similar rules may apply where shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Resident Holders should also note the comments under “– Alternative Minimum Tax” and “– Additional Refundable Tax on Canadian-Controlled Private Corporations”.

Alternative Minimum Tax

A capital gain realized by a Resident Holder who is an individual (including certain trusts) may give rise to liability for alternative minimum tax under the Tax Act.

Additional Refundable Tax on Canadian-Controlled Private Corporations

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout the relevant taxation year or a “substantive CCPC” (as defined in the Tax Act) at any time the year, may be required to pay an additional tax (refundable in certain circumstances) on certain investment income, which includes taxable capital gains and interest.

Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable income tax treaty, and at all relevant times, is neither resident nor deemed to be resident in Canada, and does not use or hold, and is not deemed to use or hold, Common Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). This part of the summary is not applicable to Non-Resident Holders that are insurers carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act).

Disposition of Common Shares Pursuant to the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Common Shares to the Purchaser under the Arrangement unless the Common Shares are “taxable Canadian property” and are not “treaty-protected property” (each as defined in the Tax Act) to the Non-Resident Holder at the time of disposition.

Generally, a Common Share will not be taxable Canadian property of a Non-Resident Holder at a particular time provided that the share is listed on a “designated stock exchange” (which currently includes the TSX) unless, at any time during the 60-month period that ends at that time: (a) one or any combination of (i) the Non-Resident Holder, (ii) Persons with whom the Non-Resident Holder did not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or any Person described in (ii) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of any class or series of shares of the Company; and (b) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act), and options in respect of, or interests in (or for civil law a right in) any such property, whether or not such property exists. Notwithstanding the foregoing, in certain other circumstances a Common Share could be deemed to be taxable Canadian property for purposes of the Tax Act. Non-Resident Holders should consult their own tax advisors in this regard.

Even if the Common Shares are taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of the Common Shares will not be included in computing the Non-Resident Holder’s taxable income earned in Canada for purposes of the Tax Act if, at the time of the disposition, the Common Shares constitute “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act. Common Shares will generally

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be considered "treaty-protected property" of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from their disposition would, because of an applicable income tax treaty between Canada and the country in which the Non-Resident Holder is resident for purposes of such treaty and in respect of which the Non-Resident Holder is entitled to receive benefits thereunder, be exempt from tax under the Tax Act.

In the event that the Common Shares constitute taxable Canadian property and are not treaty-protected property to a particular Non-Resident Holder, the Non-Resident Holder will realize a capital gain (or capital loss) generally in the circumstances as described under “- Holders Resident in Canada – Disposition of Common Shares Pursuant to the Arrangement” and “- Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”. A Non-Resident Holder who disposes of taxable Canadian property that is not treaty-protected property may have to file a Canadian income tax return for the year in which the disposition occurs, regardless of whether the Non-Resident Holder is liable for Canadian tax on any gain realized as a result.

Non-Resident Holders whose Common Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their Common Shares constitute treaty-protected property.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a "Non-Resident Dissenter") and is deemed to have transferred Common Shares to the Purchaser under the Arrangement and is entitled to be paid the fair value of such Common Shares by the Purchaser will generally realize a capital gain or capital loss as discussed above under “- Holders Resident in Canada – Dissenting Resident Holders”. As discussed above under “- Holders Not Resident in Canada – Disposition of Common Shares Pursuant to the Arrangement”, any resulting capital gain would only be subject to tax under the Tax Act if the Common Shares are taxable Canadian property to the Non-Resident Holder at the Effective Time and are not treaty-protected property of the Non-Resident Holder at that time.

Generally, an amount paid in respect of interest awarded by the court to a Non-Resident Dissenter will not be subject to Canadian income or withholding tax under the Tax Act.

RISK FACTORS

In evaluating the Arrangement, Company Shareholders should carefully consider the following risk factors relating to the Arrangement before making a decision regarding approving the Arrangement Resolution. These risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown to, or considered immaterial by, Crescita may also adversely affect the Arrangement.

Risks Related to the Arrangement

There can be no certainty that all conditions to the Arrangement will be satisfied. Failure to complete the Arrangement could negatively impact the trading price of the Common Shares or otherwise adversely affect the business of the Company.

The completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of the Company, including the Required Shareholder Approval and receipt of the Final Order. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied by. A substantial delay in obtaining satisfactory approvals and/or the imposition of unfavourable terms or conditions in the approvals to be obtained could have an adverse effect on the business, financial condition or results of operations of the Company or could result in the termination of the Arrangement Agreement. If: (i) Company Shareholders choose not to approve the Arrangement, (ii) the Company otherwise fails to satisfy, or fails to obtain a waiver of the satisfaction of, the closing conditions to the transaction and the Arrangement is not completed, (iii) a Material Adverse Effect has occurred that results in the termination of the Arrangement Agreement, or (iv) any legal proceeding results in enjoining the transactions contemplated by the Arrangement, the Company could be subject to

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various adverse consequences, including that the Company would remain liable for significant costs relating to the Arrangement, including, among others, legal, accounting, financial advisory and printing expenses.

If the Arrangement is not completed, the market price of the Common Shares may decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

In addition, since the completion of the Arrangement is subject to uncertainty, officers and employees of the Company may experience uncertainty about their future roles with the Company. This may adversely affect the Company's ability to attract or retain key management and personnel in the period leading up until the Arrangement is completed or terminated.

The Arrangement Agreement may be terminated in certain circumstances.

Each of the Parties has the right to terminate the Arrangement Agreement in certain circumstances, which in the case of the Purchaser, includes among other rights, if the Closing Net Working Capital or Closing Net Cash fall below a specified level. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Arrangement will not be terminated by either Party before the completion of the Arrangement. Failure to complete the Arrangement could negatively impact the trading price of the Common Shares or otherwise adversely affect the business of the Company.

The Voting Support Agreements and the Termination Fee provided under the Arrangement Agreement may discourage other parties from attempting to acquire the Company.

The Voting Support Agreements may reduce the likelihood that any third party will express interest in acquiring the Company. In particular, pursuant to the terms of the Voting Support Agreements, and subject to the terms therein, the shareholders party thereto have agreed to, among other things, vote in favour of the Arrangement Resolution and against any Acquisition Proposal. The voting obligations of the shareholders party to the Voting Support Agreements will terminate in certain instances, including upon termination of the Arrangement Agreement. See "The Arrangement Agreement – Voting Support Agreements".

Under the Arrangement Agreement, the Company is required to pay a Termination Fee of $2,000,000 in the event the Arrangement Agreement is terminated following the occurrence of a Termination Fee Event. The Termination Fee may discourage other parties from attempting to acquire the Common Shares, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See "The Arrangement Agreement – Company Termination Fees".

The target Consideration payable to Company Shareholders of $0.80 per Common Share may be decreased and/or the Purchaser may terminate the Arrangement Agreement based on the Company's Closing Net Working Capital or Closing Net Cash.

The Consideration payable pursuant to the Arrangement is subject to a dollar-for-dollar adjustment based on the Company's Closing Net Working Capital. If the Closing Net Working Capital falls below a specified level, the target Consideration of $0.80 per Common Share will be reduced on a dollar-for-dollar basis, provided that the Consideration shall not be less than the Minimum Consideration of $0.75 per Common Share. Further, the Purchaser has the right (but not obligation) to terminate the Arrangement Agreement if the Closing Net Working Capital falls below a minimum level. There can be no assurance that the Closing Net Working Capital will not entitle the Purchaser to decrease the amount of Consideration payable to Company Shareholders or that it will not fall below such minimum level that entitles the Purchaser to terminate the Arrangement Agreement. In addition, the Arrangement Agreement provides that, as a condition precedent to the Purchaser's obligation to complete the Arrangement, the Company's Closing Net Cash must be at least a specified minimum amount. If these conditions are not satisfied, the Purchaser is not required to complete the Arrangement, and Company Shareholders may not receive the Consideration. See "The Arrangement Agreement – Adjustment to Consideration" and "The Arrangement Agreement – Closing Certificate".

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Even if the Arrangement Agreement is terminated without payment of the Termination Fee, the Company may, in the future, be required to pay the Termination Fee in certain circumstances.

Under the Arrangement Agreement, the Company may be required to pay the Termination Fee to the Purchaser at a date subsequent to the termination of the Arrangement Agreement if the Arrangement Agreement is terminated pursuant to Section 7.2(a)(ii)(A) [Failure of Shareholders to Approve] of the Arrangement Agreement or Section 7.2(a)(ii)(C) [Outside Date] of the Arrangement Agreement or by the Purchaser pursuant to Section 7.2(a)(iv)(A) [Breach of Representations and Warranties or Covenants by Company] of the Arrangement Agreement, in each case if: (i) after the date of the Arrangement Agreement and prior to such termination (or, in the case of termination pursuant to Section 7.2(a)(ii)(A) of the Arrangement Agreement, prior to the date of the Meeting), an Acquisition Proposal is publicly announced or otherwise publicly disclosed by any person (other than the Purchaser, the Parent or any of their affiliates); and (ii) within six months following the date of such termination (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract (other than a confidentiality or standstill agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within six months after such termination).

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in the Glossary of Terms in Schedule A to this Circular, except that references to “20% or more” shall be deemed to be references to “50% or more”. See “The Arrangement Agreement – Company Termination Fees”.

Failure to complete the Arrangement could negatively impact the price of the Common Shares, future business and operations.

There are a number of material risks to which Crescita is subject to relating to the Arrangement not being completed, including the following:

(a) the price of the Common Shares may decline to the extent that the current market price reflects a market assumption that the Arrangement will be completed;

(b) certain costs related to the Arrangement, such as legal, accounting and the fees and expenses of the Financial Advisor, may be payable by Crescita even if the Arrangement is not completed; and

(c) Crescita will continue to be subject to various risks related to its ongoing business (see under the heading “– Risks Relating to Crescita” below).

In addition, if the Arrangement Agreement is terminated in certain circumstances, the Company may be required to pay the Parent the Termination Fee. See under the heading “The Arrangement Agreement – Company Termination Fees” in this Circular.

The Fairness Opinion does not reflect changes in circumstances that may have occurred or that may occur between the date of the Arrangement Agreement and the completion of the Arrangement.

The Independent Directors have not reviewed an updated opinion from the Financial Advisor as of the date of this Circular, nor do they expect to receive an updated, revised or reaffirmed opinion prior to the completion of the Arrangement. Changes in the operations and prospects of the Company, general market and economic conditions and other factors that may be beyond the control of the Company, and on which the Fairness Opinion was based, may significantly alter the value of the Company or the market price of the Common Shares by the time the Arrangement is completed. The Fairness Opinion does not speak as of the time the Arrangement will be completed or as of any date other than the date of such Fairness Opinion. Because the Financial Advisor will not be updating the Fairness Opinion, the Fairness Opinion will not address the fairness of the Consideration, from a financial point of view, at the time the Arrangement is completed. The Independent Directors’ Recommendation, however, is made as of the date of this Circular.

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Certain directors and executive officers of the Company have interests in the Arrangement that are different from those of the Company Shareholders.

In considering the recommendation of the Independent Directors to vote in favour of the Arrangement Resolution, Company Shareholders should be aware that certain directors and executive officers of the Company have interests in the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement.

See under the heading “Interests of Certain Persons in the Arrangement” in this Circular.

The Arrangement is subject to satisfaction or waiver of several conditions.

The Arrangement is conditional upon, among other things, receipt of the Required Shareholder Approval, the Interim Order, and Final Order. There can be no certainty that all conditions precedent to the completion of the Arrangement will be satisfied. Furthermore, a substantial delay in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in such approvals could result in the termination of the Arrangement Agreement.

See under the heading “The Arrangement Agreement – Mutual Conditions Precedent”, “The Arrangement Agreement – Additional Conditions Precedent to the Obligations of the Purchaser” “The Arrangement Agreement – Additional Conditions Precedent to the Obligations of the Company” and in this Circular.

While the Arrangement is pending, the Company is restricted from taking certain actions.

While the Arrangement is pending, Crescita is restricted, without the consent of the Purchaser, from taking specified actions outside of the usual, regular and Ordinary Course of business consistent with past practice and in material compliance with applicable Laws, until the Arrangement is completed. These restrictions may prevent Crescita from pursuing attractive business opportunities that may arise prior to completion of the Arrangement.

In addition, while the terms of the Arrangement Agreement permit Crescita prior to obtaining the approval of the Arrangement Resolution by the Company Shareholders, to consider unsolicited Acquisition Proposals, the Arrangement Agreement prevents the Company from providing non-public information to, or engaging in discussions or negotiations with, any third party making an Acquisition Proposal unless the Board determines that such Acquisition Proposal is or would reasonably be expected to lead to a Superior Proposal and that the failure to engage in such discussion or negotiations would be inconsistent with its fiduciary duties. The Arrangement Agreement also prevents Crescita from soliciting third parties to make an Acquisition Proposal. Further, the Arrangement Agreement requires that in order to constitute a Superior Proposal, among other conditions, such Acquisition Proposal must result in a transaction more favorable from a financial point of view to Company Shareholders (other than the Company Management Group) than the Arrangement. See “The Arrangement Agreement – Covenants of the Company Regarding Non-Solicitation”.

Non-Canadian Shareholders are subject to foreign currency exchange risk.

The Consideration being offered in connection with the Arrangement is denominated in Canadian dollars. Non-Canadian Company Shareholders will be subject to foreign exchange risk in the event of relative fluctuations in the Canadian dollar.

Company Shareholders will no longer hold an interest in the Company following the Arrangement.

Following the Arrangement, Company Shareholders will no longer hold any of the Common Shares and will forego any future increase in value that might result from future growth and the potential achievement of the Company’s long-term plans.

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Risks Relating to Crescita

If the Arrangement is not completed, Crescita will continue to face, and Company Shareholders will continue to be exposed to, the risks associated with continuing as a public corporation and the risks that it currently faces with respect to its business, affairs, operations and future prospects. A description of the risk factors (incorporated by reference into this Circular) applicable to the Company is contained under the heading “Risk Factors” in the Company’s Annual Information Form dated March 30, 2026 available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

INFORMATION CONCERNING THE COMPANY

General

Crescita was formed on March 1, 2016 under the OBCA following the reorganization of Nuvo Research Inc. into two separate publicly traded companies: Nuvo Pharmaceuticals Inc. and Crescita.

Crescita is a growth-oriented, innovation-driven Canadian commercial dermatology company with in-house research & development and manufacturing capabilities. The Company offers a portfolio of high-quality, science-based non-prescription skincare products and a commercial stage prescription product, Pliaglis®. Crescita also owns multiple proprietary transdermal delivery platforms that support the development of patented formulations to facilitate the delivery of active ingredients into or through the skin.

The Company operates through its corporate head office located at 2805 Place Louis-R Renaud, Laval, Québec, H7V 0A3 and maintains a registered office located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7.

For further information regarding the Company, refer to the Company’s continuous disclosure record on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

Share Capital

The Common Shares are listed for trading under the symbol “CTX” on the TSX. The Company is a reporting issuer in each of the provinces of Canada and is subject to the informational reporting requirements under applicable Securities Laws. As of the Record Date, there were 18,613,938 Common Shares, 982,250 Company SARs, 2,752,771 Company Options and 407,327 Company DSUs outstanding.

Market Price and Trading Volume

The Common Shares are listed and posted for trading on the TSX under the symbol “CTX”. The following sets forth trading information for the Common Shares as reported by the TSX for the periods indicated:

Period	High ($)	Low ($)	Volume
March, 2025	0.60	0.51	94,335
April, 2025	0.60	0.53	424,652
May, 2025	0.58	0.49	198,723
June, 2025	0.54	0.45	245,047
July, 2025	0.49	0.47	147,746
August, 2025	0.55	0.45	489,677
September, 2025	0.50	0.45	277,900
October, 2025	0.49	0.45	274,900

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Period	High ($)	Low ($)	Volume
November, 2025	0.51	0.40	676,076
December, 2025	0.48	0.42	503,129
January, 2026	0.52	0.46	726,219
February, 2026	0.52	0.45	503,020
March, 2026	0.75	0.45	1,692,185
April 1 – April 10, 2026	0.76	0.74	110,571

The closing price of the Common Shares on the TSX on March 13, 2026, being the last trading day prior to the announcement of the Arrangement Agreement, was $0.47 per Common Share. The closing price of the Common Shares on the TSX on April 10, 2026, being the last trading day on which the Common Shares traded as of the date of this Circular, was $0.75 per Common Share.

If the Arrangement Resolution is approved, then the Purchaser will acquire all of the issued and outstanding Common Shares. In such circumstances, the Common Shares, which are currently listed and posted for trading on the TSX under the trading symbol "CTX", will be de-listed from the TSX following completion of the Arrangement. As a result of such de-listing, it is anticipated that the Purchaser will apply to have the Company cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada.

Prior Purchases and Sales

Normal Course Issuer Bid

The following table sets forth the details regarding all purchases by Crescita of Common Shares, including securities exercisable, redeemable or convertible into Common Shares, during the 12-month period before the date of this Circular, all of which were purchases made by Crescita pursuant to its 2024 normal course issuer bid program, which expired on September 26, 2025.

Time Period	Security	Number	Weighted Average Price per Security	Aggregate Gross Amount
March 2025	Common Shares	30,956	$0.57	$17,781
April 2025	Common Shares	35,274	$0.58	$20,419
May 2025	Common Shares	51,502	$0.54	$27,815
June 2025	Common Shares	20,228	$0.51	$10,254
July 2025	Common Shares	20,364	$0.48	$9,812
August 2025	Common Shares	46,956	$0.48	$22,756
September 2025	Common Shares	186,275	$0.47	$87,780

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Previous Distributions

Except as set out below, no Common Shares or securities that are convertible into Common Shares were distributed by the Company in the previous five-year period preceding the date of the Circular.

Date	Securities Issued	Nature of Distribution	Number of Securities Issued	Average Issue/Exercise Price per Security	Aggregate Gross Proceeds to the Company
12/23/2024	Company Options	Grant of Company Options	60,000	$0.55	nil
11/08/2024	Company Options	Grant of Company Options	10,000	$0.58	nil
12/28/2023	Company Options	Grant of Company Options	108,611	$0.46	nil
08/31/2023	Company Options	Grant of Company Options	124,740	$0.66	nil
06/20/2023	Company Options	Grant of Company Options	174,740	$0.65	nil
07/31/2023	Common Shares	Exercise of Company Options	20,000	$0.46	$9,200
07/31/2023	Common Shares	Exercise of Company Options	20,000	$0.49	$9,800
06/15/2022	Company Options	Grant of Company Options	10,000	$0.65	nil
01/03/2022	Company Options	Grant of Company Options	276,000	$0.65	nil
05/01/2022	Common Shares	Exercise of Company Options	15,001	$0.43	$6,450
09/08/2021	Common Shares	Issuance of Common Shares	470,278	$0.70	$329,195
12/15/2021	Company Options	Grant of Company Options	75,000	$0.62	nil
01/01/2021	Company Options	Grant of Company Options	167,500	$0.70	nil

Dividends

The Company has not paid dividends on the Common Shares to date. It is the Board's current policy not to pay dividends in order to preserve cash and it does not expect to pay dividends in the near future. Pursuant to the Arrangement Agreement, the Company is restricted from declaring, setting aside or paying any dividend until the Effective Date. There is no plan or intention of the Company to declare a dividend or alter the dividend policy of the Company.

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INFORMATION CONCERNING THE PARENT AND THE PURCHASER

The Parent is a global dermatology and consumer health platform focused on building science-driven products and businesses. Through cross-border collaboration, strategic partnerships and targeted acquisitions, ClinActiv aims to develop and scale differentiated products and platforms across North America, China, Europe and other global markets. The Parent is incorporated under the laws of the Cayman Islands and operates through its corporate head office located at 10th Floor, Building 1, Guosheng Building, No. 9 Yunxiu Road, Longhua Subdistrict, Xuhui District, Shanghai, China and maintains a registered office located at Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands.

The Purchaser was incorporated on March 10, 2026 under the OBCA for the purposes of carrying out the Arrangement. The Purchaser is a wholly-owned subsidiary of the Parent. The registered office of the Purchaser is 100 King Street West, Suite 3400, 1 First Canadian Place, Toronto, Ontario M5X 1A4.

MATTERS TO BE ACTED UPON AT THE MEETING

Arrangement Resolution

The Interim Order provides that each Company Shareholder as of the close of business on the Record Date will be entitled to receive notice of, to attend and to vote on the Arrangement Resolution at the Meeting. Each Company Shareholder entitled to vote at the Meeting will be entitled to one vote for each Common Share held in respect of the Arrangement Resolution. Subject to further order of the Court, the required vote to pass the Arrangement Resolution by Company Shareholders shall be:

(a) two-thirds (66⅔ percent) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting; and

(b) a simple majority (50 percent plus one) of the votes cast by Company Shareholders, present in person or represented by proxy at the Meeting, after excluding for this purpose votes attached to the Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, which shall include the Common Shares held by the Company Management Group. See under the headings “Procedure for the Arrangement to Become Effective – Required Shareholder Approval” and “Procedure for the Arrangement to Become Effective – Securities Matters” in this Circular.

Unless instructed otherwise, the persons designated by management of Crescita in the enclosed form of proxy intend to vote FOR the Arrangement Resolution. The Independent Directors unanimously recommend that Company Shareholders vote FOR the Arrangement Resolution.

Other Matters to be Considered at the Meeting

As of the date of this Circular, Crescita knows of no other matter expected to come before the Meeting.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or executive officer of the Company or any of its Subsidiaries, former director or executive officer of the Company or any of its Subsidiaries, or any associate of any of the foregoing: (i) has been or is indebted to the Company or any of its Subsidiaries, at any time during its last completed fiscal year; or (ii) has had any indebtedness to another entity at any time during its last completed fiscal year which has been the subject of a guarantee, support agreement, letter of credit, or other similar arrangement provided by the Company or any of its Subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Board, as at the date hereof, no informed person (as such term is defined in NI 51-102) of the Company, or any associate or affiliate of any informed person, has had any material interest, direct or indirect, in any transaction, or proposed transaction, which has materially affected or would materially affect the Company or any

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of its Subsidiaries since the commencement of the most recently completed financial year of the Company, except as disclosed under “Interests of Certain Persons in the Arrangement” and elsewhere in this Circular.

MANAGEMENT CONTRACTS

No management functions of the Company or any of its Subsidiaries are performed to any substantial degree by a person other than the directors or officers of the Company.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Company, Ernst & Young LLP, Chartered Professional Accountants, are located in the City of Montreal, Quebec. The registrar and Transfer Agent of the Company is TSX Trust Company at its principal office located in the City of Toronto, Ontario.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon for the Company by Goodmans LLP insofar as Canadian legal matters are concerned.

Certain legal matters in connection with the Arrangement will be passed upon for the Purchaser and the Parent by Bennett Jones LLP insofar as Canadian legal matters are concerned.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile. Financial information relating to Crescita is disclosed in the Company’s audited consolidated financial statements and related management discussion and analysis for the years ended December 31, 2025 and 2024, which can also be accessed on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile or may be obtained from the Company upon written request to 2805, Pl. Louis-R-Renaud, Laval, Quebec, H7V 0A3 (Attention: Serge Verreault, President and Chief Executive Officer) or by email at [email protected]. The most recent interim financial report will be sent without charge to any Company Shareholder upon request to the Company.

OTHER MATERIAL FACTS

Crescita is not aware of any material facts concerning the Common Shares or any other matter not described in this Circular that have not been previously disclosed and are known to Crescita but which would reasonably be expected to affect the decision of the Company Shareholders with respect to the matters to be voted upon at the Meeting.

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DIRECTORS' APPROVAL

The contents and the sending of the Notice of Meeting and this Circular have been approved by the board of directors of the Company. A copy has been provided to each director of the Company, each shareholder entitled to notice of the meeting and the Company’s auditors.

DATED: April 10, 2026

BY ORDER OF THE BOARD OF DIRECTORS OF CRESCITA THERAPEUTICS INC.

(signed) “Daniel N. Chicoine”

Daniel N. Chicoine
Chairman of the Board of Directors

CONSENT OF BLOOM BURTON SECURITIES INC.

TO: THE BOARD OF DIRECTORS OF CRESCITA THERAPEUTICS INC. (the “Company”)

Reference is made to the fairness opinion of our firm dated March 14, 2026 (the “Fairness Opinion”), which Bloom Burton Securities Inc. prepared for the board of directors of the Company (the “Board”), in connection with the proposed arrangement involving, among others, the Company and ClinActiv Holdings Inc.

We hereby consent to the inclusion of the text of the Fairness Opinion as Schedule B to the management information circular of the Company dated April 10, 2026 (the “Circular”) and references to our firm name and to the Fairness Opinion in the Circular. In providing such consent, Bloom Burton Securities Inc. does not intend that any person other than the Board may rely upon the Fairness Opinion.

BLOOM BURTON SECURITIES INC.

(Signed) “Bloom Burton Securities Inc.”

Date: April 10, 2026

SCHEDULE A

GLOSSARY OF TERMS

Unless the context indicates otherwise, the following terms shall have the meanings set out below when used in this Circular. Terms and abbreviations used in the Schedules to this Circular are defined separately and the terms and abbreviations defined below are not used therein, unless otherwise indicated.

“Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and one or more of its wholly-owned Subsidiaries or between or among one or more of the Company’s wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser or the Parent (or an affiliate of the Purchaser or the Parent) relating to: (i) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement, license or other arrangement having a similar economic effect as a sale or disposition), direct or indirect, in a single transaction or a series of related transactions, of or involving assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries or 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance of securities, sale of securities or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding-up or other similar transaction involving the Company or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“Affected Securityholders” means, collectively, the Company Shareholders, the holders of Company Options, the holders of Company SARs and the holders of Company DSUs, and “Affected Securityholder” means any one of them, as the context requires.

“affiliate” has the meaning specified in the Securities Act.

“allowable capital loss” has the meaning ascribed to such term in this Circular under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

“arm’s length” has the meaning specified in the Tax Act.

“Arrangement” means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement dated March 14, 2026, among the Company, the Purchaser and the Parent.

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Meeting by Company Shareholders, substantially in the form set forth in Schedule C to this Circular.

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Purchaser and the Company, each acting reasonably.

A-1

"associate" has the meaning specified in the Securities Act.

"Authorization" means with respect to any Person, any order, permit, approval, consent, waiver, licence, registration, qualification, certification or similar authorization of any Governmental Entity having jurisdiction over the Person.

"Bennett Jones" means Bennett Jones LLP.

"Board" means the board of directors of the Company as constituted from time to time.

"Broadridge" means Broadridge Financial Solutions, Inc.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Hong Kong, China.

"CDS" means The Canadian Depository for Securities Limited.

"Certificate of Arrangement" means the certificate or other confirmation of filing giving effect to the Arrangement to be issued by the Director pursuant to Subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"Change in Recommendation" has the meaning ascribed to such term in this Circular under the heading "The Arrangement Agreement – Termination of the Arrangement Agreement".

"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"CIRO" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Fairness Opinion – The Financial Advisor and the Engagement Agreement".

"ClinActiv" or "Parent" means ClinActiv Holdings Inc., a corporation existing under the laws of the Cayman Islands.

"Closing Certificate" means the certificate of a responsible financial officer setting forth the Company's good faith calculation of the Closing Net Cash and the Closing Net Working Capital.

"Closing Net Cash" has the meaning ascribed thereto in Section 1.1 of the Arrangement Agreement.

"Closing Net Working Capital" has the meaning ascribed thereto in Section 1.1 of the Arrangement Agreement.

"Collective Agreement" means any collective bargaining agreements or union agreements applicable to the Company or any of its subsidiaries and all related letters, memoranda of understanding or other written communication with bargaining agents for any Company Employees applicable to the Company or any of its subsidiaries which impose obligations upon the Company or any of its subsidiaries.

"Common Shares" means the common shares in the capital of the Company and includes, for greater certainty, any Shares issued upon the valid exercise of Company Options.

"Company" or "Crescita" means Crescita Therapeutics Inc., a corporation existing under the Laws of Ontario.

A-2

"Company's Constating Documents" means the articles of incorporation and by-laws of the Company and all amendments to such articles or by-laws.

"Company Disclosure Letter" means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with the Arrangement Agreement.

"Company DSU Plan" means the deferred share unit plan of the Company, adopted on May 10, 2021.

"Company DSUs" means deferred share units issued under the Company DSU Plan.

"Company Employees" means the officers, managers, employees, consultants and independent contractors of the Company and its Subsidiaries.

"Company Equity Awards" means the Company Options, Company SARs and/or Company DSUs issued pursuant to the Company Share Incentive Plan, the Company SAR Plan and the Company DSU Plan, as applicable.

"Company Management Group" means Serge Verreault, Jose DaRocha and Linda Kisa.

"Company Optionholders" means the holders of Company Options.

"Company Option In-the-Money Amount" means, with respect to a particular Company Option, the amount, if any, by which (i) the Consideration, exceeds (ii) the exercise price per Common Share under such Company Option immediately prior to the Effective Time.

"Company Options" means the outstanding options to purchase Company Common Shares issued pursuant to the Company Share Incentive Plan.

"Company Plans" means the Company DSU Plan, the Company SAR Plan and the Company Share Incentive Plan.

"Company SAR In-the-Money Amount" means, with respect to a particular Company SAR, the amount, if any, by which (i) the Consideration, exceeds (ii) the grant price of such Company SAR immediately prior to the Effective Time.

"Company SAR Plan" means the Share Appreciation Rights Plan of the Company, adopted on December 31, 2020.

"Company SARs" means the outstanding share appreciation rights issued pursuant to the Company SAR Plan.

"Company Share Incentive Plan" means the Share Incentive Plan of the Company, initially adopted on March 1, 2016.

"Company Shareholders" means the registered and/or beneficial holders of the Common Shares, and "Company Shareholder" means any one of them, as the context requires.

"Confidentiality Agreement" means the confidentiality agreement between the Company and the Parent dated December 23, 2025.

"Consideration" means $0.80 in cash per Common Share, subject to adjustment in accordance with Section 2.9 of the Arrangement Agreement.

A-3

"Contract" means any legally binding agreement, commitment, engagement, contract, franchise, licence, lease, obligation or undertaking (written or oral) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of the Company or any of its Subsidiaries' properties or assets is subject.

"Court" means the Ontario Superior Court of Justice (Commercial List).

"CRA" means the Canada Revenue Agency.

"Credit Facility" means the revolving demand credit facility for an authorized amount of up to $3,500,000 pursuant to the credit agreement dated January 21, 2020 between the Company and the Royal Bank of Canada.

"CROMA" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Background to the Arrangement".

"CSS" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Background to the Arrangement".

"CSS Business" means the commercial non-prescription skincare and manufacturing and services business, as conducted by CSS immediately prior to the Time of Closing

"CSS Reorganization" means the transactions contemplated by the Share Purchase Agreement.

"CSS Shares" means the issued and outstanding shares in the capital of CSS.

"Depository" means TSX Trust Company, in its capacity as depositary for the Arrangement.

"Director" means the Director appointed pursuant to Section 278 of the OBCA.

"Dissent Deadline" has the meaning ascribed to such term in this Circular under the heading "Dissent Rights".

"Dissent Rights" means the rights of dissent of registered Company Shareholders in respect of the Arrangement described in the Plan of Arrangement.

"Dissenting Shareholder" means a registered holder of Common Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights.

"DRS" means Direct Registration System.

"EBITDA" means earnings before interest, Taxes, depreciation and amortization.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date.

"Eligible Institution" has the meaning specified in the Letter of Transmittal.

"Escrow Agent" means TSX Trust Company, in its capacity as escrow agent under the terms of the Escrow Agreement.

"Escrow Agreement" means the escrow agreement dated as of March 13 among the Purchaser, the Company and the Depositary.

A-4

"Escrow Amount" has the meaning ascribed to such term in this Circular under the heading "Procedure for the Arrangement to Become Effective – Escrow Agreement".

"Fairness Opinion" means an opinion of Bloom Burton Securities Inc. addressed to the Board to the effect that, as of the date of the Arrangement Agreement, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders (other than the Company Management Group), subject to the terms, conditions, and limitations set forth therein.

"Final Order" means the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

"Financial Advisor" or "Bloom Burton" means Bloom Burton Securities Inc.

"Former Company Shareholders" means, at and following the Effective Time, the holders of Common Shares immediately prior to the Effective Time.

"forward-looking statements" has the meaning ascribed to such term in this Circular under the heading "Information Contained in this Circular – Forward-Looking Statements".

"Goodmans" means Goodmans LLP.

"Governmental Entity" means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority, department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange.

"Holder" has the meaning ascribed to such term in this Circular under the heading "Certain Canadian Federal Income Tax Considerations".

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee in effect at the relevant time, applied on a consistent basis.

"Independent Accountant" means an independent nationally recognized firm of chartered accountants as the Company and the Purchaser may agree in writing.

"Independent Directors" means, collectively, Daniel Chicoine, John London and Deborah Trudeau, each independent directors of the Company.

"Independent Directors' Recommendation" means the unanimous recommendation of the Independent Directors that the Company Shareholders vote in favour of the Arrangement Resolution.

"Information" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Fairness Opinion – Assumptions and Limitations".

"Internal Information" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Fairness Opinion – Scope of Review".

"Intermediary" means a broker, investment dealer, bank, trust company or other intermediary.

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"Interim Order" means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

"Knight Therapeutics" means Knight Therapeutics Inc.

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, Authorization, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, instruments, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Letter of Transmittal" means the letter of transmittal sent to holders of Common Shares for use in connection with the Arrangement.

"Lien" means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, restriction or adverse right or claim or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute but excludes the Share Purchase Agreement.

"Matching Period" has the meaning ascribed to such term in this Circular under the heading "The Arrangement Agreement – Right to Match".

"Material Adverse Effect" has the meaning ascribed thereto in Section 1.1 of the Arrangement Agreement.

"Material Contract" means any Contract of the Company or its Subsidiaries:

(a) that if terminated or modified or if it ceased to be in effect, could reasonably be expected to have a Material Adverse Effect;

(b) relating directly or indirectly to the guarantee of any liabilities or obligations, other than any guarantee provided by the Company to any wholly-owned Subsidiary of the Company, or to indebtedness for borrowed money;

(c) restricting the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of any Lien) or the incurrence of any Liens on any assets of the Company or any of its Subsidiaries, or restricting the payment of dividends by the Company or any of its Subsidiaries;

(d) pursuant to which the Company or any of its Subsidiaries has lent money to another Person in excess of $100,000;

(e) under which the Company and/or its Subsidiaries made payments in excess of $100,000 during the 12-month period ended December 31, 2025 or under which the Company and/or its Subsidiaries are obligated to make payments in excess of $100,000 over its remaining term;

(f) under which the Company and/or its Subsidiaries received payments in excess of $100,000 during the 12-month period ended December 31, 2025 or under which the Company and/or its Subsidiaries expect to receive payments in excess of $100,000 over its remaining term;

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(g) that is a partnership agreement, shareholder agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement, relating to the formation, creation or operation of any partnership, limited liability company, joint venture or other entity in which the Company or any of its Subsidiaries is a partner, member or joint venturer (or other participant);

(h) that creates an exclusive business relationship with any other Person or grants a right of first offer or refusal or similar rights or terms to any Person;

(i) that provides another Person the right to acquire or provide a set quantity or volume of products or services from or to the Company or any of its Subsidiaries or affiliates or under which the Company or any of its Subsidiaries has provided a most-favoured nation or similar right to another Person;

(j) that contains any material exclusivity or non-competition obligations of the Company or any of its Subsidiaries;

(k) that limits or restricts in any material respect: (a) any business practice of the Company or any of its Subsidiaries or affiliates; (b) the ability of the Company or any of its Subsidiaries or affiliates to engage in any line of business or carry on business in any geographic area; or (c) the scope of Persons to whom the Company or any of its Subsidiaries or affiliates may sell assets, products or inventory to or acquire assets, products or inventory from or deliver services to or contract with for services;

(l) that provides for the indemnification by the Company or any of its Subsidiaries of any Person or the assumption of any Tax, environmental or other liability of any Person (other than customary indemnification arrangements of directors of the Company and its Subsidiaries and Company Employees);

(m) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or assets exceeds $100,000 and pursuant to which obligations remain outstanding;

(n) that is a Collective Agreement;

(o) that is with any Governmental Entity;

(p) that was made outside the Ordinary Course;

(q) providing for severance or change in control payments in excess of $100,000; or

(r) that is with any current or former director of the Company or any of its Subsidiaries (other than director or officer indemnity agreements entered into in the Ordinary Course) or any current or former Company Employee or any of their respective associates or affiliates (other than employment contracts) or any Person that owns or formerly owned 10% or more of the outstanding Common Shares with any such Person’s associates or affiliates.

“Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

“Meeting Materials” has the meaning ascribed to such term in this Circular under the heading “Proxy Matters – Appointment and Revocation of Proxies – Non-Registered Holders”.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

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"Minimum Consideration" means $0.75 in cash per Common Share.

"Minority Shareholders" means the Company Shareholders, other than the Company Shareholders whose votes are required to be excluded from the minority vote at the Meeting pursuant to MI 61-101, which shall include the Company Management Group.

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations.

"Non-CSS Business" means the Company's licensing businesses and the dormant entities.

"Non-Resident Dissenter" has the meaning ascribed to such term in this Circular under the heading "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders".

"Non-Registered Holders" means Company Shareholders who hold their Common Shares through an Intermediary or who otherwise do not hold their Common Shares in their own name.

"Non-Resident Holder" has the meaning ascribed to such term in this Circular under the heading "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada".

"Notice of Application" means the Notice of Application in connection with the Final Order attached as Schedule G to this Circular.

"Notice of Meeting" means the Notice of Meeting to which this Circular accompanies.

"Notice of Resolution" has the meaning ascribed to such term in this Circular under the heading "Dissent Rights".

"OBCA" means the Business Corporations Act (Ontario).

"Obagi Hong Kong" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Background to the Arrangement".

"Objection Notice" has the meaning ascribed thereto in Section 4.9(b) of the Arrangement Agreement.

"officer" has the meaning ascribed thereto in the Securities Act.

"Ordinary Course" means, with respect to an action taken by the Company or its Subsidiaries, that such action is consistent with the past practices of the Company and its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of the Company and its Subsidiaries or as contemplated in the Projected Budget.

"Outside Date" means August 14, 2026, or such later date as may be agreed to in writing by the Parties.

"Parties" means, collectively, the Company, the Purchaser and the Parent and "Party" means any one of them.

"Party B" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Background to the Arrangement".

"Party C" has the meaning ascribed to such term in this Circular under the heading "Overview of the Arrangement – Background to the Arrangement".

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"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status.

"Plan of Arrangement" means the plan of arrangement, attached hereto as Schedule E, subject to any amendments or variations to such plan made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Proposed Amendments" has the meaning ascribed to such term in this Circular under the heading "Certain Canadian Federal Income Tax Considerations".

"proxyholder" has the meaning ascribed to such term in this Circular under the heading "Proxy Matters – Appointment and Revocation of Proxies – Registered Holders".

"Projected Budget" has the meaning ascribed thereto in Section 4.1(b) of the Arrangement Agreement.

"Purchaser" means 1001531506 Ontario Inc., a corporation existing under the laws of Ontario.

"Purchaser Termination Fee" has the meaning ascribed to such term in this Circular under the heading "The Arrangement Agreement – Purchaser Termination Fees".

"Purchaser Termination Fee Event" has the meaning ascribed to such term in this Circular under the heading "The Arrangement Agreement – Purchaser Termination Fees".

"Record Date" has the meaning ascribed to such term in this Circular under the heading "Proxy Matters – Record Date".

"Registered Holder" means a registered holder of Common Shares as recorded in the central securities register of the Company maintained by the Transfer Agent.

"Representatives" means officer, director, employee, shareholder, representative (including any financial or other adviser) or agent of the Company or of any of its Subsidiaries.

"Resident Dissenter" has the meaning ascribed to such term in this Circular under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders".

"Resident Holder" has the meaning ascribed to such term in this Circular under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada".

"Required Shareholder Approval" has the meaning ascribed to such term in this Circular under the heading "Procedure for the Arrangement to Become Effective – Required Shareholder Approval".

"Securities Act" means the Securities Act, R.S.O. 1990, c. S-5, as may be from time to time amended, re-enacted or replaced and includes any regulations made thereunder.

"Securities Laws" means the Securities Act and any other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder.

"SEDAR+" means the System for Electronic Data Analysis and Retrieval +.

"Share Purchase Agreement" means the share purchase agreement dated the date hereof between the Purchaser, the Company and the Company Management Group (or their respective affiliates).

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"SPA Purchasers" has the meaning ascribed to such term in this Circular under the heading "Interests of Certain Persons in the Arrangement – CSS Reorganization".

"Subsidiary" has the meaning ascribed thereto in the Securities Act.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a Person who is an arm's length third party, made after the date of the Arrangement Agreement, to acquire not less than all of the outstanding Common Shares or all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis that:

(a) complies with Securities Laws and did not result from or involve a breach of the Arrangement Agreement or any confidentiality or other agreement between the Person making the Acquisition Proposal and the Company or any of its Subsidiaries;

(b) is reasonably capable of being completed without undue delay relative to the Arrangement, taking into account, all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal;

(c) is not subject to any financing contingency and in respect of which adequate arrangements have been made to ensure that the required consideration will be available to effect payment in full for all of the Common Shares or assets, as the case may be;

(d) is not subject to any access or due diligence condition;

(e) the Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders (other than the Company Management Group) than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(b) of the Arrangement Agreement); and

(f) in the event that the Company does not have the financial resources to pay the Termination Fee, the terms of such Acquisition Proposal provide that the Person making such Acquisition Proposal shall advance or otherwise provide the Company the cash required for the Company to pay the Termination Fee and such amount shall be advanced or provided on or before the date such Termination Fee becomes payable.

"Superior Proposal Notice" has the meaning ascribed to such term in this Circular under the heading "The Arrangement Agreement – Right to Match".

"Supporting Shareholders" has the meaning ascribed to such term in this Circular under the heading "Voting Support Agreements".

"taxable capital gain" has the meaning ascribed to such term in this Circular under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

"Tax Act" means the Income Tax Act (Canada).

"Taxes" means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or

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described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions and including, without limitation, and any amounts owing or refunds owing under Section 125.7 of the Tax Act; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

"Termination Fee" has the meaning ascribed to such term in this Circular under the heading "The Arrangement Agreement – Company Termination Fees".

"Transfer Agent" means TSX Trust Company, in its capacity as registrar and transfer agent for the Company.

"Transition Services Agreement" has the meaning ascribed thereto in the recitals of the Share Purchase Agreement.

"Termination Fee Event" has the meaning ascribed to such term in this Circular under the heading "The Arrangement Agreement – Company Termination Fees".

"TSX" means the Toronto Stock Exchange.

"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

"U.S. Exchange Act" means the United States Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission thereunder.

"VIF" means the voting instruction form provided by Broadridge to Non-Registered Holders.

"Voting Support Agreements" means, collectively, the voting and support agreements dated the date hereof between the Purchaser and each of the Supporting Shareholders.

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SCHEDULE B
FAIRNESS OPINION OF BLOOM BURTON SECURITIES INC.
(see attached)

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bloom burton &co

/accelerating returns in healthcare®

Bloom Burton Securities Inc. | March 14, 2026

The Board of Directors
Crescita Therapeutics Inc.
2805 Place Louis-R.-Renaud
Laval, Québec
H7V 0A3
Canada

To the Members of the Board of Directors:

Bloom Burton Securities Inc. ("Bloom Burton", "we", "our" or "us") understands that Crescita Therapeutics Inc. ("Crescita", "you" or the "Company") has entered into a definitive Arrangement Agreement (the "Arrangement Agreement") dated March 14, 2026 with ClinActiv Holdings Inc. ("ClinActiv") pursuant to which a wholly-owned subsidiary of ClinActiv (the "Purchaser") has agreed to acquire all of the issued and outstanding common shares of Crescita for C$0.80 per common share (the "Consideration"), subject to upward or downward adjustments based on Crescita's closing net working capital balance, wherein the share price is not less than C$0.75 per common share (the "Transaction"). The consideration of C$0.80 per common share represents a premium of approximately 74% as compared to the five-day trading VWAP as of March 13, 2026. We also understand that, concurrently with the execution of the Arrangement Agreement, the Company's senior management (the "Company Management Group") has entered into a Share Purchase Agreement (the "SPA") with the Purchaser pursuant to which, among other things (i) following closing of the Arrangement, the Company will undertake a post-closing reorganization (the "CSS Reorganization") that will result in the Purchaser retaining ownership of the Company's commercial skincare and contract manufacturing business (the "CSS Business"), and the Company Management Group acquiring the Company's remaining business, and (ii) the Company will agree to provide certain post-closing transition services to the CSS Business pursuant to the terms of a Transition Services Agreement (the "TSA"). The complete terms and conditions of the Transaction and additional details of the CSS Reorganization will be more fully described in an information circular (the "Information Circular") to be mailed to Crescita shareholders in connection with the Transaction.

Engagement of Bloom Burton Securities Inc.

By letter agreement dated February 15, 2026 (the "Engagement Letter"), the Company retained Bloom Burton to deliver a fairness opinion (the "Opinion") to the Board of Directors. Under the Engagement Letter, Bloom Burton acknowledged that its services thereunder were subject to the direction and supervision of the Company's independent directors. Crescita has evaluated various strategic alternatives to unlock value for shareholders since 2023 including, but not limited to, strategic partnerships, asset transactions, merger & acquisition opportunities, and full or partial sale. Following an extended evaluation period, Crescita eventually received more than one offer to acquire the Company, at which point the Board of Directors requested that Bloom Burton prepare a fairness opinion in relation to the Transaction. The Engagement Letter provides that Bloom Burton is to be paid a fixed fee plus applicable taxes upon delivery

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of the Opinion as well as reimbursement of all reasonable out-of-pocket expenses incurred in connection with the rendering of the Opinion. The fees payable to Bloom Burton in connection with the preparation and delivery of the Opinion are not dependent in any way on the conclusions of the Opinion. The Company has agreed to indemnify Bloom Burton from and against certain liabilities arising out of the performance of professional services rendered by Bloom Burton and its personnel under the Engagement Letter. Bloom Burton has not been engaged to review any legal, tax or accounting aspects involving Crescita or the Transaction. However, Bloom Burton has performed research, financial and business analyses and testing of assumptions that it considered to be appropriate and necessary in the circumstances to support the conclusions reached in the Opinion. The Opinion is provided to the Board of Directors in an impartial and objective fashion to assist the members in discharging their fiduciary responsibilities as directors of the Company. Bloom Burton has received no instructions from the Company or other parties in connection with the conclusions reached in the Opinion.

This Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Canadian Investment Regulatory Organization ("CIRO"), but CIRO has not been involved in the preparation or review of this Opinion. The Opinion has been prepared solely from a financial point of view to the Shareholders of Crescita.

Relationship with Interested Parties

Neither Bloom Burton nor any of its associates or affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario)), holds securities, or is a related entity of Crescita, any other party to the Transaction, or any of their respective associates or affiliates. Bloom Burton was not an advisor to any person or company other than to the Company with respect to the Transaction.

Bloom Burton has not previously provided any financial advisory services to the Company, any other party to the Transaction or any of their respective associates or affiliates for which it has received compensation during the 24 month period from the date of the Engagement Letter. None of the factors set forth in Section 5.2 of Companion Policy 61-101CP apply in respect of Bloom Burton with respect to the Transaction.

Beyond the Engagement as outlined herein, there are no understandings, agreements or commitments between Bloom Burton and Crescita, any other party to the Transaction or any of their respective associates or affiliates with respect to any future business dealings other than those that may arise from the Engagement. Bloom Burton may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for the Company.

Credentials of Bloom Burton

Bloom Burton is an investment banking firm specializing in the life science and healthcare industries. Founded in 2009 in Toronto, Ontario, Bloom Burton is a member of CIRO and is also a member of the Canadian Investor Protection Fund (CIPF). We offer our clients investment banking services including corporate finance and mergers and acquisitions advisory services. Our client types include public and privately held life science or healthcare companies seeking corporate finance or commercialization advice and institutional investors looking to invest in healthcare companies. Bloom Burton is Canada's most active healthcare-focused investment bank and is unique among its Canadian investment banking peers in that, in addition to our capital markets and corporate finance professionals, Bloom Burton also has a dedicated scientific due diligence team that employs full-time professionals with advanced, graduate level degrees and expertise in the scientific, medical, regulatory, commercial, and intellectual property, among other aspects, of life science and healthcare companies. The Opinion expressed herein is the opinion of Bloom Burton and its form and content have been reviewed by senior investment banking professionals of Bloom

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Burton, who did not participate in the preparation of the Opinion, and who are experienced in mergers and acquisitions, divestitures, valuation analysis and fairness opinions.

Scope of Review

In connection with rendering the Opinion, Bloom Burton has reviewed, analyzed and, where we deemed appropriate, relied upon, among other things, the following:

i. the final offer and related definitive documents related to the Transaction, including the Arrangement Agreement, the Disclosure Letter, the Share Purchase Agreement, Transition Services Agreement and Voting and Support Agreements entered into with certain shareholders of the Company;

ii. Crescita’s public filings as available on SEDAR+;

iii. Crescita’s internally prepared information relating to the Company, its earnings, cash flow, assets, liabilities, business plans and prospects of the Company, including certain financial forecasts, analyses and projections relating to the Company prepared by Company management and furnished to us by the Company (the “Internal Information”);

iv. discussion with Crescita senior management and employees of the Company regarding the Internal Information;

v. recent and historical trading statistics of Crescita and other public companies considered relevant to the Transaction;

vi. Crescita’s business plan;

vii. the Board presentation materials;

viii. the evaluation and review of alternatives to the Transaction;

ix. other Crescita corporate presentations;

x. certain financial metrics of selected precedent transactions for companies considered relevant to the Transaction sourced from third party data providers and company filings;

xi. reports published by equity research analysts and industry sources deemed relevant by Bloom Burton;

xii. the state of the broader capital markets and selected industry groupings, particularly Canadian commercial healthcare companies;

xiii. Crescita’s and certain other companies’ websites;

xiv. corporate news releases and other public company disclosures;

xv. discussions with the Board of Directors regarding the Transaction and the CSS Reorganization and other matters relating to the Company;

xvi. discussions with legal counsel to the Company, with respect to various legal matters relating to the Company, the Transaction, the CSS Reorganization and other related matters; and

xvii. other information including but not limited to such other financial studies and analyses as we deemed appropriate in rendering the Opinion.

Bloom Burton has not, to the best of its knowledge, been denied access by Crescita to any information under its control requested by Bloom Burton. Bloom Burton did not meet with the auditors of Crescita and has assumed the accuracy and fair presentation of, and relied upon, all financial information, projections or

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other information, including but not limited to, distribution and manufacturing agreements provided by Crescita without attempting to independently verify the accuracy or completeness of such information.

Prior Valuations and Offers

Except as described in the Information Circular, Crescita has represented to Bloom Burton that there have been no prior valuations or no bona fide prior offers, as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, for Crescita that are otherwise relevant to the Transaction.

Assumptions and Limitations

The Opinion is subject to the assumptions and limitations set forth below.

We have relied upon, and have not independently verified, the completeness, accuracy and fair presentation of all of the financial information, business plans, agreements and contracts, forecasts and other information, data, advice, opinions and representations obtained by us from public sources, or that were provided to us by Crescita and any directors, officers, associates, affiliates, consultants, advisors and representatives of the Company or otherwise obtained pursuant to our engagement relating to Crescita and its associates and affiliates (collectively, the "Information"). For this analysis, we have relied on the projections, with no adjustments, provided by Crescita for the period of 2026 - 2030, including ongoing product development, commercialization, and manufacturing operations, as the basis of our financial framework. Senior officers of Crescita have represented to Bloom Burton, in a certificate, dated March 13, 2026, that all the Information provided by or on behalf of Crescita is true and correct in all material aspects and contains no untrue statement of a material fact concerning Crescita or the Transaction, and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. The Opinion is conditional upon the completeness, accuracy and fair presentation of such Information. Subject to the exercise of our professional judgment, Bloom Burton has not been requested to, or attempted to verify independently the completeness, accuracy or fair presentation of any of the Information. In addition, we have not assumed any obligation to conduct any physical inspection of any properties, facilities or other physical assets of Crescita or to verify the good standing of any intellectual property or other intangible assets of Crescita. In connection with the Opinion, Bloom Burton has assumed that the Transaction and the CSS Reorganization will be consummated pursuant to the final versions of the Arrangement Agreement, Share Purchase Agreement and Transition Services agreement, and substantially within the timeframes specified within, without any waiver or amendment of any material term or condition thereof, and that any governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect.

With respect to any financial models, forecasts, projections including forecasts, estimates and/or budgets prepared by Crescita and provided to Bloom Burton and used in its analyses, Bloom Burton notes that projecting future results of any company is inherently subject to uncertainty. Bloom Burton has assumed, however, that the financial models, forecasts, projections, estimates and/or budgets were prepared using the assumptions identified therein, which, in the opinion of Crescita, are (or were at the time and continue to be) reasonable in the circumstances. Bloom Burton expresses no view as to the reasonableness of the financial models, financial analyses, forecasts, projections, estimates and/or budgets or the assumptions on which they were based.

The Opinion is rendered as at the date hereof and on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company, as they are reflected in the Information and as they were represented to

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Bloom Burton in its discussions with management. In its analyses and in connection with the preparation of the Opinion, Bloom Burton made a number of assumptions with respect to industry performance, securities markets, general business, market and economic conditions and other matters, many of which are beyond the control of Bloom Burton or Crescita. It should be understood that subsequent developments may affect the Opinion and that Bloom Burton does not have any obligation to update, revise, or reaffirm the Opinion. Bloom Burton is expressing no opinion herein as to the price at which the common shares, warrants, or any other securities of the Company, will trade at any future time.

The Opinion is provided for the use of the Board or Directors only and may not be disclosed to, referred to, or communicated to, or relied upon by, any third party without the express prior written consent of Bloom Burton. Notwithstanding the foregoing, Bloom Burton has consented to the inclusion of the full text of the Opinion, in its entirety (together with a summary thereof in a form acceptable to Bloom Burton), by the Company in an information circular to be distributed to Crescita shareholders, or other Crescita securityholder communications and/or filings with the applicable securities commissions or similar regulatory authorities in Canada.

Bloom Burton disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Bloom Burton after the date thereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date thereof, Bloom Burton reserves the right to change, modify or withdraw the Opinion.

Bloom Burton believes that its analyses must be considered as a whole and that selecting portions of the analyses, or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the conclusions of the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or component of the analysis. The Opinion is not to be construed as a recommendation to any shareholder of or prospective investor in Crescita, to buy or sell securities of the Company. The Opinion should not be used to make any investment decisions.

Summary of Financial Analysis

The following is a brief summary of the material analyses performed by Bloom Burton in connection with the Fairness Opinion.

Bloom Burton based this analysis on methods and techniques that it considered appropriate in the circumstances as well as several factors relating to the proposed transaction, which it considered to be relevant.

Market Value Approach

The market value approach is useful when there are robust markets with many comparable companies and related transactions and readily available, similar or comparable data sets. This type of information allows for the comparison of an asset or target company's valuation with those of its peers. It is to be noted, however, that the trading multiples implied from this analysis are subject to interpretation, as many of the Company's public market peers are of:

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Different sizes;
Different commercial footprints;
Different EBITDA margins & profitability;
Differing operating leverage;
Different products & services portfolio diversity; and
Different pipeline composition & development stage.

Fundamental Valuation Approach – DCF Analysis

Discounted cash flow (“DCF”) analysis values a company (or asset) based on the value of the expected future cash flows to be generated, discounted back at an appropriate estimate of the company’s cost of capital (or an investor’s required return), which reflects the expected risks associated with the realization of such cash flows. Bloom Burton has used financial projections provided by the Company and a CAPM-based DCF model to calculate the estimated net present value of Crescita. The discount rate has been adjusted to account for the risk associated with the existing portfolio of products and services in addition to Crescita’s limited forward profitability and lack of scale.

In order to arrive at the estimated fair market value of Crescita, Bloom Burton has principally considered the following methodologies:

Public trading comparables analysis;
Precedent transaction analysis; and
Discounted cash flow analysis.

The analyses must be considered as a whole and that selecting portions of the analyses, or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the conclusions of the analysis.

Illustrative Trading Comparables Analysis

Trading comparables is a useful valuation technique when there are robust public markets with many comparable companies and readily available, similar or comparable data sets with disclosed financial information. This type of information allows for the comparison of an asset or a company’s valuation with those of its publicly traded peers. These methods, individually and taken together, can often approximate and suggest a fair market value (“FMV”) estimate for a peer group member. Market data can also be used to create a knowable benchmark or average value with additional qualitative and quantitative elements often distinguishing where a company is positioned relative to that average. Bloom Burton notes, however, that the trading multiples implied from this analysis are subject to interpretation and may be of limited applicability to Crescita, as many of its public market peers are of significantly different sizes, scales, margin profiles, product & service portfolios, and development pipeline compositions.

Bloom Burton relied on its professional judgment in assembling appropriate comparators and in evaluating the appropriateness and utility in applying the market implied metrics to establish a valuation for Crescita. Bloom Burton’s public comparables analysis framework included (i) international peers with commercial-stage dermatology or skincare portfolios, proprietary platforms, and capabilities aligned with Crescita’s topical product commercialization focus; and (ii) Canadian commercial healthcare peers, selected for revenue generation, comparable scale, and exposure to specialty pharma, consumer health, or healthcare

B-7

services, providing domestic capital markets context; and lastly, (iii) small-cap, north-American, non-EBITDA generative public peers.

Bloom Burton, having reviewed a set of international peers, determined that there are not sufficiently similar companies based on size, scale, commercial footprints, growth trajectory and margin profile to make direct comparisons in establishing a comparable valuation analysis for Crescita.

Commercial Canadian Trading Comparables

All amounts in CAD, share prices in local currency

Company Name (Exch:Ticker)	Last Price (Mar-12-26)	Price Change YTD (%)	Market Cap (F.D. - TSM) (MM)	Enterprise Value (MM)	LTM Financial Information			Fwd Revenue		Enterprise Value Multiplex†
					Revenue (MM)	EBITDA (MM)	EBITDA Margin	CAGR (vs. '24)		EV/Revenue		EVEBITDA
								1-yr	2-yr	2025E	2026E	2025E
Bausch Health (TSX:BHC, NYSE:BHC)	C$ 6.89	(28%)	C$ 2,669.2	C$ 30,050.0	C$ 13,979.2	C$ 4,821.8	34.49%	7%	6%	2.1x	2.1x	6.2x
Extendicare (TSX:EXE)	C$ 26.42	24%	C$ 2,557.3	C$ 2,539.8	C$ 1,660.4	C$ 175.6	10.58%	13%	22%	1.5x	1.2x	14.5x
Sienna Senior Living (TSX:SIA)	C$ 22.82	12%	C$ 2,287.0	C$ 3,812.2	C$ 1,004.9	C$ 124.5	12.39%	16%	13%	3.5x	3.2x	21.9x
Jamieson Wellness (TSX:JWEL)	C$ 33.93	1%	C$ 1,439.5	C$ 1,869.0	C$ 822.1	C$ 159.7	19.43%	12%	12%	2.3x	2.0x	11.7x
WELL Health (TSX:WELL)	C$ 4.08	2%	C$ 1,057.5	C$ 1,786.6	C$ 1,250.2	C$ 133.5	10.68%	48%	28%	1.3x	1.1x	8.9x
DRI Healthcare (TSX:DHT:UT)	C$ 17.00	6%	C$ 941.4	C$ 1,541.3	C$ 270.5	C$ 224.7	83.08%	6%	2%	5.7x	5.8x	6.8x
Knight Tx. (TSX:GUD)	C$ 6.10	1%	C$ 618.4	C$ 629.0	C$ 413.8	C$ 63.6	15.37%	17%	12%	1.4x	1.3x	10.1x
Vitalhub (TSX:VHI)	C$ 8.10	(14%)	C$ 521.3	C$ 403.0	C$ 98.1	C$ 24.2	24.63%	57%	37%	3.7x	3.1x	15.7x
Cipher Pharma. (TSX:CPIH)	C$ 14.42	(4%)	C$ 383.2	C$ 387.7	C$ 68.1	C$ 35.5	52.05%	52%	27%	5.6x	5.3x	11.1x
kneat.com (TSX:KSI)	C$ 3.57	(27%)	C$ 350.4	C$ 330.2	C$ 63.3	C$ 9.5	15.07%	29%	27%	5.2x	4.2x	n.m.
Richards Packaging (TSX:RPI:UT)	C$ 27.75	(10%)	C$ 316.8	C$ 413.5	C$ 424.1	C$ 55.3	13.05%	5%	6%	1.0x	0.9x	7.6x
Medical Facilities Corp. (TSX:DR)	C$ 16.60	5%	C$ 307.5	C$ 302.4	C$ 350.5	C$ 93.0	26.52%	(0%)	(13%)	0.6x	0.9x	6.2x
Quipt (TSX:QIPT, NASDAQ:QIPT)	C$ 4.97	3%	C$ 233.8	C$ 392.5	C$ 360.9	C$ 81.3	22.53%	(4%)	10%	1.2x	0.9x	5.1x
CareRx (TSX:CRRX)	C$ 3.61	(5%)	C$ 232.6	C$ 297.5	C$ 370.2	C$ 31.2	8.42%	1%	4%	0.8x	0.8x	9.0x
BioSyent (TSXV:RX)	C$ 15.70	23%	C$ 184.6	C$ 179.3	C$ 42.2	C$ 11.8	28.06%	25%	41%	4.1x	2.6x	14.4x
HLS Tx. (TSX:HLS)	C$ 4.29	(11%)	C$ 137.0	C$ 191.1	C$ 76.0	C$ 26.5	34.82%	(5%)	2%	2.6x	2.4x	7.5x
Medesus Pharma. (TSX:MDP)	C$ 3.03	4%	C$ 101.4	C$ 159.2	C$ 135.4	C$ 19.9	14.69%	(4%)	(6%)	1.1x	1.2x	5.8x
Covalon Tech. (TSXV:COV)	C$ 1.79	3%	C$ 49.5	C$ 33.7	C$ 31.5	C$ 2.6	8.27%	5%	8%	1.0x	0.9x	9.1x
Microbix Biosystems (TSX:MBX)	C$ 0.25	9%	C$ 34.7	C$ 32.5	C$ 16.8	C$ (1.1)	n.m.	(34%)	(12%)	1.9x	1.7x	n.m.
NeuPath Health (TSXV:NPTH)	C$ 0.49	(3%)	C$ 29.0	C$ 38.1	C$ 83.9	C$ 5.9	6.99%	22%	n.d.	0.4x	n.d.	6.7x
Summary Statistics
Mean		(1%)	C$ 722.6	C$ 2,259.4	C$ 1,076.1	C$ 304.9	23%	13%	12%	2.4x	2.2x	9.9x
Median		2%	C$ 333.6	C$ 390.1	C$ 310.5	C$ 45.4	15%	9%	10%	1.7x	1.7x	9.0x
25th Percentile		(7%)	C$ 172.7	C$ 169.2	C$ 74.1	C$ 17.9	12%	1%	3%	1.1x	1.0x	6.7x
75th Percentile		5%	C$ 970.4	C$ 1,602.6	C$ 523.6	C$ 126.7	27%	22%	24%	3.5x	2.8x	11.5x
Adjusted Average‡		(0%)	C$ 154.7	C$ 167.9	C$ 209.0	C$ 33.2	13%	7%	(1%)	0.7x	0.8x	7.8x

B-8

North American, Non-EBITDA Generative Trading Comparables Multiple Histogram

Based on the selected non-EBITDA generative trading comparables, Bloom Burton estimated FMV using EV / 2025E Revenue multiples of $0.3\mathrm{x} - 0.6\mathrm{x}$ , resulting in an implied valuation range of C$12.3M to C$18.6M, or a share price range of C$0.63 to C$0.92. Applying an average multiple across the selected peer set yields an implied FMV of approximately C$15.4M, or C$0.77 per share.

Additionally based on commercial Canadian trading comparables, Bloom Burton estimated FMV using EV / 2025E EBITDA multiples of $8.0\mathrm{x} - 10.0\mathrm{x}$ , resulting in an implied valuation range of C$13.6M to C$15.5M, or a share price range of C$0.69 to C$0.78. Applying an average multiple across the selected peer set yields an implied FMV of approximately C$14.5M, or C$0.73 per share.

Valuation Approach (C$)	Statistic		Implied Equity Value		Implied Share Price
	Min	Max	Min	Max	Min	Max
Trading Comparables - EV / 2025E Revenue	0.3x	0.6x	$12,270,271	$18,605,543	$0.63	$0.92
Average Valuation Range	0.5x		$15,437,907		$0.77
Trading Comparables - EV / 2025E EBITDA	8.0x	10.0x	$13,558,201	$15,464,001	$0.69	$0.78
Average Valuation Range	9.0x		$14,511,101		$0.73

Illustrative Precedent Transaction Analysis

Precedent transaction analysis is a form of public comparables valuation to estimate the value of an asset or a company based on comparable M&A transactions, investments or other strategic transactions in which a deemed valuation can be observed, and implied multiples can be calculated.

Bloom Burton has relied on its professional knowledge and experience in M&A to apply an appropriate multiple that an investor would be willing to offer given the Company's size, scale, margin profile and development pipeline compositions. In compiling relevant precedent transactions to value Crescita, Bloom Burton identified a targeted set of North American healthcare M&A transactions involving non-EBITDA-generative, early-stage or asset-oriented businesses with financial profiles comparable to Crescita. Companies characterized by meaningful forward growth expectations, including businesses operating in biotechnology, biopharmaceuticals, specialty pharmaceuticals, and medical technology sectors with significant pipeline potential that were in the early stages of commercial ramp toward profitability were removed for comparability.

Comparable Precedent Healthcare M&A Transactions (premiums)
All Amounts in USD, unless otherwise stated

Date	Target	Acquirer	Healthcare Sector	Payment Consideration	Implied TTV	1-Day Premium	EV / Revenue
Non-EBITDA Generative Commercial Healthcare Precedent Transactions
24-Nov-25	Trubar	ETi Gxda	Consumer Health Products	Cash	$173.0	65.3%	2.7x
24-Mar-25	LENSAR	Alcon	Medical Devices	Cash + CVR	$430.0	12.6%	7.3x
6-Feb-25	Nevro	Globus Medical	Medical Devices	Cash	$250.0	16.0%	0.6x
9-Jul-24	CloudMD Software & Services	CPS Capital	Digital Health	Cash	$12.2	4.6%	0.2x
29-Oct-23	Eargo	Patient Square Capital	Hearing Aids	Cash	$52.9	52.6%	1.3x
22-Jun-23	ConforMIS	restor3d	Medical Devices	Cash	$17.9	91.0%	0.3x
11-Oct-22	SeaSpine Holdings	Othofix Medical	Medical Devices	Shares	$357.7	36.9%	1.6x
22-Aug-22	Genetron Holdings	Private Equity Group	Molecular Profiling + DX	Cash	$126.0	9.5%	1.3x
15-Nov-21	MindBeacon Holdings	CloudMD Software & Services	Digital Health	Cash + Shares	$90.4	45.3%	5.8x
29-Jul-21	Misonix	Bioventus	Medical Devices	Cash + Shares	$518.0	17.4%	7.0x
16-Mar-20	Correvio Pharma	Mercury Pharma Group (Advariz Pharma Sub)	Specialty Pharma	Cash	$76.0	31.3%	2.3x

Summary Stats

Mean	$191.3	34.8%	2.8x
Median	$126.0	31.3%	1.6x
25th Percentile	$64.5	14.3%	0.9x
75th Percentile	$303.9	49.0%	4.2x

Bloom Burton determined in its professional judgment that the underlying healthcare M&A transactions present a robust enough data set to understand the control premium paid by acquirers. Bloom Burton has used a share price premium for this analysis based on Crescita's share price as of March 13, 2026.

Using a share price premium range of 30-50%, the implied FMV is within a range of C$11.5M and C$13.5M, and a share price range of C$0.60 to C$0.70, also illustrated in the table below. Applying the average premium across the selected transaction set yields an implied FMV of approximately C$12.5M, or C$0.65 per share.

Valuation Approach
(C$)

	Statistic		Implied Equity Value		Implied Share Price
	Min	Max	Min	Max	Min	Max
Trading Comparables - EV / 2025E Revenue	0.3x	0.6x	$12,270,271	$18,605,543	$0.63	$0.92
Average Valuation Range		0.5x	$15,437,907		$0.77
Trading Comparables - EV / 2025E EBITDA	8.0x	10.0x	$13,558,201	$15,464,001	$0.69	$0.78
Average Valuation Range		9.0x	$14,511,101		$0.73
Precedents Transactions - Premium	30%	50%	$11,498,355	$13,472,231	$0.60	$0.70
Average Valuation Range		40%	$12,485,293		$0.65

Fundamental Valuation Approach – DCF Analysis

Discounted cash flow analysis values a company (or asset) based on the value of the expected future cash flows to be generated, discounted back at a rate equal to the company’s cost of capital (or an investor’s required return) with appropriate adjustment factors for other company and situation-specific risks, where applicable.

Due to uncertainty associated with forward-looking financial forecasts of Crescita, and given the Company’s limited profitability, the discount rate has been adjusted to reflect the appropriate risk profile of the business. The discount rate used appropriately reflects the risks to Crescenta’s business, current financial situation and the rates of return sought by equity and debt investors evaluating an investment opportunity in companies with comparable size, scale, forward growth expectations, and margin profiles. Bloom Burton has assumed a discount rate of 14.0% for the DCF valuation of Crescita.

As part of the DCF analysis approach, Bloom Burton has considered the perpetuity growth method to determine the terminal value of the cash flows, this assumes that the Company will continue to generate cash flows in perpetuity at a growth rate range of 0.0% - 2.0%.

Additionally, Bloom Burton has considered an exit multiple method to determine the terminal value of the cash flows, this assumes that the Company will be monetized at the end of the forecast period at a relative valuation range of 0.3x – 0.6x terminal revenue.

Based on the above, Bloom Burton estimated FMV based on a discounted cash flow utilizing the perpetual growth method falls within a range of C$6.6M and C$7.5M or a share price range of C$0.34 to C$0.39. Bloom Burton also estimated FMV utilizing a revenue exit multiple method resulting in a range of C$9.6M and C$17.4M or a share price range of C$0.50 to C$0.86. The resulting average FMV estimate is C$10.1M or C$0.52 per share.

| Valuation Approach
(C$) | Statistic | | Implied Equity Value | | Implied Share Price | |
| --- | --- | --- | --- | --- | --- | --- |
| | Min | Max | Min | Max | Min | Max |
| Trading Comparables - EV / 2025E Revenue | 0.3x | 0.6x | $12,270,271 | $18,605,543 | $0.63 | $0.92 |
| Average Valuation Range | | 0.5x | | $15,437,907 | | $0.77 |
| Trading Comparables - EV / 2025E EBITDA | 8.0x | 10.0x | $13,558,201 | $15,464,001 | $0.69 | $0.78 |
| Average Valuation Range | | 9.0x | | $14,511,101 | | $0.73 |
| Precedents Transactions - Premium | 30% | 50% | $11,498,355 | $13,472,231 | $0.60 | $0.70 |
| Average Valuation Range | | 40% | | $12,485,293 | | $0.65 |
| Discounted Cash Flow - Perpetual Growth | 0.0% | 2.0% | $6,559,059 | $7,452,013 | $0.34 | $0.39 |
| Average Valuation Range | | 1.0% | | $7,005,536 | | $0.37 |
| Discounted Cash Flow - Revenue Exit Multiple | 0.3x | 0.6x | $9,558,889 | $17,370,690 | $0.50 | $0.86 |
| Average Valuation Range | | 0.5x | | $13,464,790 | | $0.68 |
| Discounted Cash Flow - Blended | | | $8,039,233 | $12,167,350 | $0.42 | $0.63 |
| Average Valuation Range | | | | $10,103,291 | | $0.52 |

B-11

B-12

Crescita Valuation Summary

Based upon the preceding analysis, the average estimated fair market value for Crescita falls within a range of C$10.7M and C$14.5M, implying a share price range of C$0.55 to C$0.73. The resulting midpoint FMV estimate is C$12.6M or C$0.64 per share, all of which are below the minimum consideration of C$0.75 per common share.

Valuation Approach (C$)	Statistic		Implied Equity Value		Implied Share Price
	Min	Max	Min	Max	Min	Max
Trading Comparables - EV / 2025E Revenue	0.3x	0.6x	$12,270,271	$18,605,543	$0.63	$0.92
Average Valuation Range	0.5x		$15,437,907		$0.77
Trading Comparables - EV / 2025E EBITDA	8.0x	10.0x	$13,558,201	$15,464,001	$0.69	$0.78
Average Valuation Range	9.0x		$14,511,101		$0.73
Precedents Transactions - Premium	30%	50%	$11,498,355	$13,472,231	$0.60	$0.70
Average Valuation Range	40%		$12,485,293		$0.65
Discounted Cash Flow - Perpetual Growth	0.0%	2.0%	$6,559,059	$7,452,013	$0.34	$0.39
Average Valuation Range	1.0%		$7,005,536		$0.37
Discounted Cash Flow - Revenue Exit Multiple	0.3x	0.6x	$9,558,889	$17,370,690	$0.50	$0.86
Average Valuation Range	0.5x		$13,464,790		$0.68
Discounted Cash Flow - Blended			$8,039,233	$12,167,350	$0.42	$0.63
Average Valuation Range			$10,103,291		$0.52
Overall Average Valuation Range			$10,688,955	$14,472,895	$0.55	$0.73
Implied Valuation			$12,580,925		$0.64

Analysis of CSS Reorganization

In reaching our conclusions, Bloom Burton considered the Transaction in its entirety, as well as the individual components of the Transaction, including the CSS Reorganization. To assess the reasonableness of the CSS Reorganization, Bloom Burton analyzed the standalone value of the business to be retained by the Company Management Group following closing, and compared it to the C$1.8 million of change of control and severance entitlements being waived by Management as part of the CSS Reorganization. Based on our analysis, we concluded (i) the standalone value of the business to be retained by Management following closing is materially below the C$1.8 million of payables that would otherwise be owed to Management, and (ii) the CSS Reorganization represents a net benefit, from a financial point of view, to the Company and its shareholders (other than Management).

Collectively, these considerations were incorporated into Bloom Burton's opinion and support its conclusion that the transaction terms are fair, from a financial point of view.

Analysis of Company Termination Fee

At the request of the Company's independent directors, Bloom Burton analyzed the reasonableness of the $2 million termination fee (representing approximately 13.4% of the total Transaction equity value based on the target purchase price of $0.80 per share) payable by the Company to the Purchaser in certain circumstances. Specifically, Bloom Burton compared the Company's termination fee to the termination fees payable in 87 precedent North American M&A transactions that had a total transaction equity value of

$25 million or less and for which the target’s termination fee was publicly disclosed. The average termination fee payable in those transactions was 13.9% of the transaction equity value. Based on that analysis, we concluded that the quantum of Crescita’s termination fee is reasonable in the circumstances of the Transaction.

Fairness Considerations

In preparing the Fairness Opinion, Bloom Burton considered, among other things, the following factors:

the Purchaser will acquire all of the issued and outstanding common shares of the Company for C$0.80 per Common Share;
the Consideration represented a premium of approximately 74% as compared to the 5-day trading volume weighed average price per common share as of March 13, 2026; and
The stated purchase price of C$0.80 per Common Share is subject to post-closing adjustments based on Crescita’s net working capital at closing, which may result in a corresponding increase or decrease to the final consideration to be received by shareholders, wherein the minimum consideration is C$0.75 per Common Share.

Fairness Conclusion

Based upon and subject to the foregoing, Bloom Burton is of the opinion that, as of the date hereof, the all-cash consideration of $0.80 per Common Share, subject to upward or downward adjustment based on closing net working capital, wherein the minimum consideration is C$0.75 per Common Share, is fair, from a financial point of view to the shareholders of Crescita (other than the Company Management Group).

Very truly yours,

BLOOM BURTON SECURITIES INC.

SCHEDULE C
ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) of Crescita Therapeutics Inc. (the “Company”), pursuant to the arrangement agreement (the “Arrangement Agreement”) among the Company, 1001531506 Ontario Inc. and ClinActiv Holdings Inc. dated March 14, 2026, all as more particularly described and set forth in the management information circular of the Company dated April 10, 2026 (the “Circular”), accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in Schedule E to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the Company: (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

C-1

D-1

SCHEDULE D

DISSENT RIGHTS

Rights of dissenting shareholders

185(1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181;

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3), a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents

becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

D-2

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or

(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

(ii) to be sent the notice referred to in subsection 54 (3).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and

(b) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

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(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and
(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

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Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22)(a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22)(a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder's full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities.

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Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

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SCHEDULE E

PLAN OF ARRANGEMENT

(see attached)

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PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the respective meanings set out below and grammatical variations of those terms will have corresponding meanings:

(a) “affiliate” has the meaning ascribed thereto in the Securities Act;

(b) “Arrangement” means the arrangement of the Company under Section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Parties, each acting reasonably;

(c) “Arrangement Agreement” means the arrangement agreement made as of March 14, 2026 among the Company, the Parent and the Purchaser, including all schedules annexed thereto, together with the Company Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

(d) “Business Day” means any day of the year, other than a Saturday, Sunday or any statutory holiday in Toronto, Ontario or Hong Kong, China;

(e) “Company” means Crescita Therapeutics, Inc., a corporation existing under the laws of Ontario.

(f) “Company Arrangement Resolution” means the special resolution to be considered by the Company Shareholders at the Company Meeting to approve the Arrangement, in substantially the form attached as Schedule B to the Arrangement Agreement;

(g) “Company Board” means the board of directors of the Company as constituted immediately prior to the Effective Time;

(h) “Company DSU Plan” means the Deferred Share Unit Plan for Directors of the Company, adopted on May 10, 2021.

(i) “Company DSUs” means the outstanding deferred share units issued under the Company DSU Plan.

(j) “Company Equity Awards” means the Company Options, Company SARs and/or Company DSUs issued pursuant to the Company Share Incentive Plan, the Company SAR Plan and the Company DSU Plan, as applicable.

(k) “Company Management Group” means Serge Verreault, Jose DaRocha and Linda Kisa;

(l) “Company Meeting” means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Company Arrangement Resolution;

(m) “Company Option In-the-Money Amount” means, with respect to a particular Company Option, the amount, if any, by which (i) the Consideration, exceeds (ii) the exercise price per Company Share under such Company Option immediately prior to the Effective Time;

(n) “Company Optionholders” means the holders of Company Options;

(o) “Company Options” means the outstanding options to purchase Company Shares issued pursuant to the Company Share Incentive Plan;

(p) “Company SAR In-the-Money Amount” means, with respect to a particular Company SAR, the amount, if any, by which (i) the Consideration, exceeds (ii) the grant price of such Company SAR immediately prior to the Effective Time;

(q) “Company SAR Plan” means the Share Appreciation Rights Plan of the Company, adopted on December 31, 2020.

(r) “Company SARs” means the outstanding share appreciation rights issued pursuant to the Company SAR Plan.

(s) “Company Share Incentive Plan” means the Share Incentive Plan of the Company, initially adopted on March 1, 2016;

(t) “Company Shareholders” means the holders of Company Shares, and “Company Shareholder” means any one of them;

(u) “Company Shares” means common shares in the capital of the Company, and “Company Share” means any one of them;

(v) “Consideration” means cash consideration of $0.80 per Company Share, subject to adjustment in accordance with the terms of the Arrangement Agreement;

(w) “Court” means the Ontario Superior Court of Justice (Commercial List);

(x) “CSS Reorganization” means the transactions contemplated by the Share Purchase Agreement;

(y) “Depositary” means such Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

(z) “Director” means the Director appointed pursuant to Section 278 of the OBCA;

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(aa) “Dissent Rights” has the meaning ascribed thereto in Section 4.1;

(bb) “Dissenting Shareholder” means a registered holder of Company Shares who has duly and validly exercised the Dissent Rights in respect of the Company Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

(cc) “Dissenting Shares” means the Company Shares held by Dissenting Shareholders in respect of which such Dissenting Shareholders have given Notice of Dissent;

(dd) “Effective Date” means the date shown on the Certificate of Arrangement issued by the Director;

(ee) “Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date;

(ff) “Final Order” means the final order of the Court granted pursuant to Section 182(5) of the OBCA, in form and substance acceptable to each of the Parties, each acting reasonably, approving the Arrangement after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided, however, that any such amendment is acceptable to the Parties, each acting reasonably) on appeal, unless such appeal is withdrawn, abandoned or denied;

(gg) “Former Company Shareholders” means, at and following the Effective Time, the holders of Company Shares immediately prior to the Effective Time;

(hh) “Governmental Entity” means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority, department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange.

(ii) “holder”, when used with reference to any securities of the Company, means the holder of such securities shown from time to time in the applicable securities register or account maintained by or on behalf of the Company in respect of such securities;

(jj) “Interim Order” means the interim order of the Court as contemplated by Section 2.2 of the Arrangement Agreement, in form and substance acceptable to each of the Parties, acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as the same may be amended, modified, supplemented or varied by the Court with the consent of the Parties, each acting reasonably;

(kk) “Letter of Transmittal” means the letter of transmittal sent to holders of Company Shares for use in connection with the Arrangement;

(ll) “Liens” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right,

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covenant, assignment, lien (statutory or otherwise), defect of title, restriction or adverse right or claim or other third-party interest or encumbrance of any kind, in each case, whether contingent or absolute but excludes the Share Purchase Agreement;

(mm) “Notice of Dissent” means a notice of dissent duly and validly given by a registered holder of Company Shares exercising Dissent Rights as contemplated in the Interim Order and as described in Article 4;

(nn) “OBCA” means the Business Corporations Act (Ontario), as amended;

(oo) “Parent” means ClinActiv Holdings Inc., a corporation existing under the laws of the Cayman Islands;

(pp) “Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made from time to time in accordance with the terms hereof or made at the direction of the Court in the Final Order, with the consent of the Company and the Parent, each acting reasonably;

(qq) “Purchaser” means 1001531506 Ontario Inc., corporation existing under the laws of Ontario;

(rr) “Securities Act” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

(ss) “Share Purchase Agreement” means the share purchase agreement dated the date hereof between the Purchaser, the Company and the Company Management Group (or their respective affiliates).

(tt) “subsidiary” has the meaning ascribed thereto in the Securities Act;

(uu) “Tax Act” means the Income Tax Act (Canada) including all regulations thereunder, as amended; and

(vv) “U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.

Any capitalized terms used but not defined herein will have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the OBCA and not otherwise defined herein or in the Arrangement Agreement will have the same meaning herein as in the OBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation thereof. Unless otherwise indicated, all references to an “Article”, “Section” or “paragraph” followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

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1.3 Number

In this Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

1.4 Date of Any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

1.5 Time

Time will be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any letter of transmittal contemplated herein are local time Toronto, Ontario unless otherwise stipulated herein or therein.

1.6 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

ARTICLE 2

EFFECT OF THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement. This Plan of Arrangement constitutes an "arrangement" as referred to in Section 182 of the OBCA.

2.2 Binding Effect

Upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, this Plan of Arrangement and the Arrangement will become effective at the Effective Time and, at and after the Effective Time, will be binding upon: (a) the Parent; (b) the Purchaser; (c) the Company; (d) the Former Company Shareholders (including all Dissenting Shareholders) and the beneficial owners of Company Shares; (f) the holders of Company Equity Awards; (g) the Depositary; and (h) the registrar and transfer agent for the Company Shares; and (i) all other Persons, in each case without any further authorization, act or formality on the part of any Person.

ARTICLE 3

ARRANGEMENT

3.1 Arrangement

Commencing at the Effective Time, each of the following events will occur, and will be deemed to occur, sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minutes intervals starting at the Effective Time:

(a) each outstanding Company SAR (other than any Company SAR held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Company SAR Plan, shall, without any further action by or on behalf of the holder of such Company SAR, be, and shall be deemed to be, assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company SAR In-the-Money Amount of such Company SAR, less any Tax withholdings required under applicable Law or in accordance with Section 5.3 in respect of such Company SAR (and, for greater certainty, where such amount is a negative amount, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company SAR any amount in respect of such Company SAR), and each such Company SAR shall immediately be cancelled and the holder of such Company SAR shall cease to be a holder of such Company SAR and shall thereafter have only the right to receive the consideration to which they are entitled pursuant to this Section 3.1(a) in accordance with Section 5.1(b), and such holder's name shall be removed from the applicable register;

(b) each Company Option (other than any Company Option held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Company Share Incentive Plan, shall, without any further action by or on behalf of the holder of such Company Option, be, and shall be deemed to be, assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Company Option In-the-Money Amount of such Company Option, less any Tax withholdings required under applicable Law or in accordance with Section 5.3 in respect of such Company Options (and, for greater certainty, where such amount is a negative amount, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company Option any amount in respect of such Company Option), and each such Company Option shall immediately be cancelled and the holder of such Company Option shall cease to be a holder of such Company Option and shall thereafter have only the right to receive the consideration to which they are entitled pursuant to this Section 3.1(a) in accordance with Section 5.1(b), and such holder's name shall be removed from the applicable register;

(c) each outstanding Company DSUs (other than any Company DSUs held by a member of the Company Management Group) that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Company DSU Plan, shall, without any further action by or on behalf of the holder of such Company DSU, be, and shall be deemed to be, assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, less any Tax withholdings required under applicable Law or in accordance with Section 5.3 in respect of such Company DSU, and each such Company DSU shall immediately be cancelled and the holder of such Company DSU shall cease to be a holder of such Company DSU and shall thereafter have only the right to receive the consideration to which they are entitled pursuant to this Section 3.1(c) in accordance with Section 5.1(b), and such holder's name shall be removed from the applicable register;

(d) each of the Company Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for an amount determined under Article 4, and:

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(i) such Dissenting Shareholders will cease to be the holder of such Company Shares and to have any rights as holders of such Company Shares other than the right to be paid fair value for such Company Shares as set out in Section 4.1(a);

(ii) such Dissenting Shareholders’ name(s) will be removed as the holders of such Company Shares from the registers of Company Shares maintained by or on behalf of the Company; and

(iii) the Purchaser will be deemed to be the transferee of such Company Shares free and clear of all Liens, and will be entered in the register of Company Shares maintained by or on behalf of the Company;

(e) each Company Share outstanding immediately prior to the Effective Time, other than Company Shares held by a Dissenting Shareholder who validly exercised such holder’s Dissent Right in respect of such Company Shares, will, without any further action by or on behalf of a holder of Company Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration for each Company Share held, and:

(i) each such Former Company Shareholder will cease to be a holder of Company Shares and will cease to have any rights as a holder of such Company Shares, other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

(ii) each such Former Company Shareholder will be removed from the register of Company Shares maintained by or on behalf of the Company; and

(iii) the Purchaser will be deemed to be the transferee of such Company Shares (free and clear of all Liens) and will be entered in the register of Company Shares maintained by or on behalf of the Company.

For greater certainty, none of the foregoing steps shall occur unless all of the foregoing steps occur.

3.2 CSS Reorganization

Immediately following the completion of the transactions set forth in Section 3.1, the CSS Reorganization shall be consummated in accordance with the terms and conditions of the Share Purchase Agreement.

ARTICLE 4 DISSENT RIGHTS

4.1 Rights of Dissent

Pursuant to the Interim Order, each registered Company Shareholder may exercise rights of dissent (“Dissent Rights”) pursuant to and in the manner set forth in Section 185 of the OBCA all as modified by this Article 4 and as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement; provided, however, that the written objection to the Company Arrangement Resolution contemplated by Section 185(6) of the OBCA must be sent to and received by the Company not later than 5:00 p.m. (Toronto time) on the Business Day that is two (2) Business Days before the Company Meeting. Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the

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Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 3.1(d) and if they:

(a) are ultimately determined to be entitled to be paid fair value for such Dissenting Shares in respect of which they have duly and validly exercised Dissent Rights, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Company Shareholder who has not exercised Dissent Rights;

but in no case will the Company, the Parent, the Purchaser or any other Person be required to recognize such Former Company Shareholders as holders of Company Shares after the completion of the steps set forth in Section 3.1, and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Company will be amended to reflect that such Former Company Shareholder is no longer the holder of such Company Shares as and from the completion of the steps in Section 3.1.

In no circumstances shall the Company, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless: (i) as of the deadline for exercising Dissent Rights (as set forth in this Section 4.1), such Person is a registered holder of the Company Shares in respect of which such Dissent Rights are sought to be exercised; and (ii) such Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the Effective Time.

In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Equity Awards; (ii) holders of Company Shares who vote or have instructed a proxyholder to vote such holder's Company Shares in favour of the Arrangement Resolution; (iii) any Person (including any beneficial owner of Company Shares) who is not a registered holder of Company Shares; and (iv) the Purchaser and its affiliates (as defined in the Arrangement Agreement).

ARTICLE 5 CERTIFICATES AND PAYMENTS

5.1 Payment of Consideration

(a) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Company Shareholders represented by such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, the cash which such holder has the right to receive under this Plan of Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered will forthwith be cancelled.

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(b) As soon as practicable after the Effective Time, the Company shall pay the amounts to be paid to holders of Company Equity Awards in accordance with Sections 3.1(a), 3.1(b) and 3.1(c), as applicable, either: (i) pursuant to the normal payroll practices and procedures of the Company; or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Company is not practicable for any such holder, by cheque, wire transfer or other form of immediately available funds (delivered to such holder of such Equity Awards, as applicable, as reflected on the register maintained by or on behalf of the Company in respect of such Company Equity Awards), or (iii) by such other means as the Company may elect with respect to the timing and manner of such delivery, in each case, less applicable withholdings in accordance with Section 5.3.

(c) Until surrendered as contemplated by this Section 5.1, each certificate that immediately prior to the Effective Time represented Company Shares will be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment equal to the Consideration per Company Share in lieu of such certificate as contemplated in this Section 5.1 less any amounts withheld pursuant to Section 5.3. Any such certificate formerly representing Company Shares not duly surrendered on or before the Business Day immediately prior to the fifth (5th) anniversary of the Effective Date will cease to represent a claim by or interest of any Former Company Shareholder of any kind or nature against or in the Company, the Parent or the Purchaser. On such date, all cash to which such Former Company Shareholder was entitled will be deemed to have been surrendered to the Purchaser or the Company, as applicable, and will be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

(d) Any payment made by way of cheque by the Depositary (or Company, if applicable) pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or Company, as applicable, or that otherwise remains unclaimed, in each case, on or before the Business Day immediately prior to the fifth (5th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the Business Day immediately prior to the fifth (5th) anniversary of the Effective Time will cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Company Shares, the Company Options, the Company SARs and the Company DSUs pursuant to this Plan of Arrangement will terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

(e) No Former Company Shareholder or former holder of Company Equity Awards will be entitled to receive any consideration with respect to such Company Shares or Company Equity Awards, respectively, other than any cash payment to which such holder is entitled to receive in accordance with Section 3.1 and this Section 5.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

5.2 Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares that were acquired by the Purchaser pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will deliver to such person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, a cheque representing the cash consideration which the former holder of such Company Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such Former

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Company Shareholder’s Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares will, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Company, the Parent, the Purchaser and the Depositary in such sum as the Purchaser may direct or otherwise indemnify the Company and the Purchaser in a manner satisfactory to the Company and the Purchaser against any claim that may be made against the Company or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

5.3 Withholding Rights

The Parent, the Purchaser, the Company the Depositary, their respective Subsidiaries and any other Person on their behalf, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under this Plan of Arrangement such amounts as the Parent, the Purchaser, the Company, the Depositary, their respective Subsidiaries, or any Person on behalf of any of the foregoing, may be permitted or are required to deduct and withhold from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes, including the Tax Act, or under the administrative practice of the relevant Governmental Entity administering such Law. To the extent that such amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement and the Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid. Any Person that deducts or withholds any amount pursuant to this Section 5.3 shall remit such deducted or withheld amounts to the applicable Governmental Entity.

5.4 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any Liens (other than Permitted Liens) or other claims of third parties of any kind.

5.5 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement will take precedence and priority over any and all Company Shares, Company Equity Awards (other than Company Equity Awards held by the Company Management Group) issued prior to the Effective Time, (b) the rights and obligations of the Company Shareholders, the holders of Company Equity Awards the Company, the Parent, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, will be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares and Company Equity Awards (other than Company Equity Awards held by the Company Management Group) will be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) The Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to Company Shareholders if and as required by the Court.

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(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Parties at any time prior to the Company Meeting (provided that the Parent and the Company will have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will be effective only if (i) it is consented to in writing by each of the Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holder of Company Shares or Company Equity Awards, or (ii) is an amendment contemplated in 6.1(e) made following the Effective Date.

(e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Parent, provided that it concerns a matter which, in the reasonable opinion of the Parent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Former Company Shareholder or holders or former holders of Company Equity Awards.

ARTICLE 7

FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company, the Parent and the Purchaser will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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SCHEDULE F
INTERIM ORDER
(see attached)
F-1

Electronically issued / Délivré par voie électronique : 10-Apr-2026
Superior Court of Justice - Toronto - Commercial List / Cour supérieure de justice
Court File No./N° du dossier du greffe: CL-26-00000141-0000
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Court File No.: CL-26-00000141-0000

ONTARIO

SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)

THE HONOURABLE
) FRIDAY, THE 10TH
JUSTICE MYERS
) DAY OF APRIL, 2026

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF CRESCITA THERAPEUTICS, INC. INVOLVING ITS SHAREHOLDERS, OPTIONHOLDERS, DEFERRED SHARE UNITHOLDERS, SHARE APPRECIATION RIGHTS HOLDERS, 1001531506 ONTARIO INC., AND CLINACTIV HOLDINGS INC.

CRESCITA THERAPEUTICS, INC.

Applicant

INTERIM ORDER

(April 10, 2026)

THIS MOTION made by the Applicant, Crescita Therapeutics, Inc. (the “Company”), for an Interim Order for advice and directions pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c. B.16, as amended (the “OBCA”), was heard this day via Zoom videoconference.

ON READING the Notice of Motion, the Notice of Application issued on April 1, 2026 and the affidavit of Daniel N. Chicoine, the Independent Chair of the Board of Directors of the Company, sworn April 7, 2026 (the “Chicoine Affidavit”), including the Plan of Arrangement, which is attached as Schedule “E” to the draft management information circular of the Company

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(the “Circular”), which is itself attached as Exhibit “A” to the Chicoine Affidavit, and the Arrangement Agreement between the Company, 1001531506 Ontario Inc. (the “Purchaser”), and ClinActiv Holdings Inc. (the “Parent”) made as of March 14, 2026 (the “Arrangement Agreement”), which is attached as Exhibit “B” to the Chicoine Affidavit, and on hearing the submissions of counsel for the Company and counsel for the Purchaser and the Parent.

Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Circular or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that the Company is permitted to call, hold and conduct a special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares in the capital of the Company (the “Shares”), to be held on Thursday, May 14, 2026 at 9:00 a.m. (Eastern time) at 2805 Place Louis-R-Renaud, Laval, Québec, in order for the Shareholders to, among other things, consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (the “Arrangement Resolution”).
THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA, the notice of special meeting of Shareholders, which accompanies the Circular (the “Notice of Meeting”), and the articles and by-laws of the Company, subject to what may be provided hereafter and subject to further order of this Honourable Court.

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THIS COURT ORDERS that the record date (the "Record Date") for determination of the Shareholders entitled to notice of, and to vote at, the Meeting shall be April 9, 2026.
THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

a) the Shareholders as of the Record Date or their respective proxyholders;
b) the officers, directors, auditors and advisors of the Company;
c) representatives and advisors of the Purchaser and the Parent; and
d) other persons who may receive the permission of the Chair of the Meeting.

THIS COURT ORDERS that the Company may transact such other business at the Meeting as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by the Company and that the quorum at the Meeting shall be not less than two persons present in person at the opening of the Meeting who are entitled to vote at the Meeting either as Shareholders or proxyholders.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that the Company is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 9, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive

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notice under paragraphs 12 and 13 hereof, provided same are to correct clerical errors, are non-material / would not if disclosed, reasonably be expected to affect a Securityholder’s decision to vote, or are authorized by subsequent Court order, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Honourable Court at the hearing for the final approval of the Arrangement.

THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement made after initial notice is provided as contemplated in paragraph 12 herein, would, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Honourable Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as the Company may determine.

Amendments to the Circular

THIS COURT ORDERS that the Company is authorized to make such amendments, revisions and/or supplements to the draft Circular as it may determine and the Circular, as so amended, revised and/or supplemented, shall be the Circular to be distributed in accordance with paragraphs 12 and 13 hereof.

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Adjournments and Postponements

THIS COURT ORDERS that the Company, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company may determine is appropriate in the circumstances. The Record Date will not change as a result of any adjournments or postponements of the Meeting. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

THIS COURT ORDERS that, in order to effect notice of the Meeting, the Company shall send, or cause to be sent, the Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, form of proxy and letter of transmittal in the case of registered Shareholders, or voting instruction form in the case of non-registered Shareholders, along with such amendments or additional documents as the Company may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the "Meeting Materials"), to the following:

a) the registered Shareholders as at 5:00 p.m. (Eastern time) on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:

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i) by pre-paid ordinary or first-class mail at the addresses of the registered Shareholders as they appear on the books and records of the Company, or its registrar and transfer agent, as at 5:00 p.m. (Eastern time) on the Record Date and if no address is shown therein, then the last address of the person known to the Secretary of the Company;

ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

iii) by facsimile, electronic mail or other means of electronic transmission to any registered Shareholder, who is identified to the satisfaction of the Company and consents to such transmission in writing;

b) non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators; and

c) the directors and auditors of the Company by delivery in person, by recognized courier service, by pre-paid ordinary or first-class mail or by facsimile or electronic mail or other means of electronic transmission, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

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THIS COURT ORDERS that the Company is hereby directed to distribute the Circular (including the Notice of Application and this Interim Order), and any other communications or documents determined by the Company to be necessary or desirable (collectively, the "Court Materials") to:

a) the holders of outstanding options ("Options") to purchase Shares, granted pursuant to the share incentive plan of the Company initially adopted on March 1, 2016, as amended, modified or supplemented from time to time in accordance with its terms;

b) the holders of outstanding deferred share units ("DSUs"), granted pursuant to the deferred share unit plan of the Company, adopted on May 10, 2021 as amended, modified or supplemented from time to time in accordance with its terms; and

c) the holders of share appreciation rights ("SARs"), granted pursuant to the share appreciation rights plan of the Company, adopted on December 31, 2020 as amended, modified or supplemented from time to time in accordance with its terms;

by any method permitted for notice to Shareholders as set forth in paragraphs 12(a) or 12(b), above, or by email, concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons receiving the Court Materials shall be to their addresses (including email addresses) as they appear on the books and records of the Company or its registrar and transfer agent as at 5:00 p.m. (Eastern time) on the Record Date.

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THIS COURT ORDERS that accidental failure or omission by the Company to give notice of the Meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of the Company, or the non-receipt of such notice shall, subject to further order of this Honourable Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of the Company, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that the Company is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials as the Company may determine in accordance with the terms of the Arrangement Agreement ("Additional Information"), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, electronic transmission, or by the method most reasonably practicable in the circumstances, as the Company may determine.
THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material

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served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that the Company is authorized to use the letter of transmittal and the form of proxy or voting instruction form substantially in the form of the drafts accompanying the Circular, with such amendments and additional information as the Company may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. The Company is authorized to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as it may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. The Company may waive generally, in its discretion, the time limits set out in the Circular for the deposit or revocation of proxies by Shareholders, if the Company deems it advisable to do so.
THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section 110(4) of the OBCA (except as the procedures of that section are varied by this paragraph and the Circular) provided that any instruments in writing delivered pursuant to section 110(4)(a) of the OBCA: (a) may be deposited at the head office of the Company as set out in the Circular; and (b) any such instruments must be received by the Company at any time up to and including the last Business Day preceding the day of the Meeting (or any adjournment or postponement thereof). Shareholders may also revoke any previously submitted proxies in any manner described in the Circular, including attending and validly voting at the Meeting.

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Voting

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders of record as at 5:00 p.m. (Eastern time) on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per Share and that in order for the Plan of Arrangement to be implemented, subject to further Order of this Honourable Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

a) an affirmative vote of at least two-thirds of the votes cast in respect of the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and

b) a simple majority of the votes cast in respect of the Arrangement Resolution by Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to Shares held by Persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Regulatory Authorities.

Such votes shall be sufficient to authorize the Company to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of

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Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Honourable Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting the Company (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each Share held.

Dissent Rights

THIS COURT ORDERS that each registered Shareholder as of the Record Date shall be entitled to exercise their right to dissent to the Arrangement Resolution (“Dissent Rights”) in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to the Company in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by the Company’s legal counsel, Goodmans LLP, not later than 5:00 p.m. (Eastern time) on the last day that is two (2) Business Days immediately preceding the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Honourable Court.
THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA, the Purchaser, not the Company, shall be required to offer to pay fair value, as of the close of

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business on the day prior to approval of the Arrangement Resolution at the Meeting, for Shares held by registered Shareholders as at the Record Date who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Plan of Arrangement. In accordance with the Plan of Arrangement and the Circular, all references to the “corporation” in subsections 185(4) and 185(14) to 185(30), inclusive, of the OBCA (except for the second reference to the “corporation” in subsection 185(15)) shall be deemed to refer to the Purchaser in place of the “corporation”, and the Purchaser shall have all of the rights, duties and obligations of the “corporation” under subsections 185(14) to 185(30), inclusive, of the OBCA.

THIS COURT ORDERS that any registered Shareholder as at the Record Date who duly exercises such Dissent Rights set out in paragraph 22 above and who:

a) is ultimately determined by this Honourable Court to be entitled to be paid fair value for his, her or its Shares, shall be deemed to have transferred those Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to the Purchaser for cancellation in consideration for a payment of cash from the Purchaser equal to such fair value; or

b) is for any reason ultimately determined by this Honourable Court not to be entitled to be paid fair value for his, her or its Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

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but in no case shall the Company, the Purchaser, the Parent or any other person be required to recognize such Shareholders as holders of Shares at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from the Company’s register of holders of Shares at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, the Company may apply to this Honourable Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order, when sent in accordance with paragraphs 12 and 13 hereof, shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 27 hereof.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for the Company and the solicitors for the Purchaser and the Parent as soon as reasonably practicable, and, in any event, no less than three (3) days before the hearing of this Application at the following addresses:

GOODMANS LLP
Barristers & Solicitors
Bay Adelaide Centre, West Tower
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7

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Tom Friedland/Arash Rouhi
Tel: (416) 849-6952
Email: [email protected]/[email protected]

Lawyers for the Applicant

BENNETT JONES LLP
Barristers & Solicitors
First Canadian Place
100 King Street West, Suite 3400
Toronto, Ontario M5X 1H3

Joseph Blinick
Tel: (416) 777-4828
Email: [email protected]

Lawyers for 1001531506 Ontario Inc. and ClinActiv Holdings Inc.

THIS COURT ORDERS that, subject to further order of this Honourable Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

a) the Company;
b) the Purchaser and the Parent;
c) the Director appointed under the OBCA; and
d) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure.

THIS COURT ORDERS that any materials to be filed by the Company in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Honourable Court.

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THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 27 hereof shall be entitled to be given notice of the adjourned date.

Service and Notice

THIS COURT ORDERS that the Company and its counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to the Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Shares, Options, DSUs, and SARs or the articles or by-laws of the Company, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada

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or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Honourable Court in carrying out the terms of this Interim Order.

Variance

THIS COURT ORDERS that the Company shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Honourable Court may direct.

Frederick Myers
Digitally signed by Frederick Myers
Date: 2026.04.10 14:20:27 -04'00'

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A537

IN THE MATTER OF AN APPLICATION UNDER SECTION 182, BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED

Court File No.: CL-26-00000141-0000

CRESCITA THERAPEUTICS, INC.

APPLICANT

| | ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceeding commenced at Toronto |
| --- | --- |
| | INTERIM ORDER
(April 10, 2026) |
| | GOODMANS LLP
Barristers & Solicitors
Bay Adelaide Centre, West Tower
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7 |
| | Tom Friedland LSO #31848L
[email protected]
Tel: (416) 597-4218 |
| | Arash Rouhi LSO#: 87072O
[email protected]
Tel: (416) 849-6952 |
| | Lawyers for the Applicant/Moving
Party, Crescita Therapeutics, Inc. |

1410-8514-4862

A537

SCHEDULE G
NOTICE OF APPLICATION
(see attached)

G-1

Electronically issued / Déluré par voie électronique : 01-Apr-2026
Superior Court of Justice - Toronto - Commercial List / Cour supérieure de justice
Court File No./N° du dossier du greffe: CL-26-00000141-0000

Court File No.:

ONTARIO

SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED, AND RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF CRESCITA THERAPEUTICS, INC., INVOLVING ITS SHAREHOLDERS, OPTIONHOLDERS, DEFERRED SHARE UNITHOLDERS, SHARE APPRECIATION RIGHTS HOLDERS, 1001531506 ONTARIO INC., AND CLINACTIV HOLDINGS INC.

CRESCITA THERAPEUTICS, INC.

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENTS:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing

☐ In person
☐ By telephone conference
☑ By video conference

before a judge presiding over the Commercial List at 330 University Avenue, Toronto, Ontario on Wednesday, May 20, 2026, at 10:00 a.m., or as soon after that time as the application may be heard.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant's lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

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IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least three days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date: April 1, 2026

Issued by
Local registrar

Address of court office
330 University Avenue, 9th floor
Toronto, Ontario M5G 1R7

TO: ALL HOLDERS OF SHARES OF CRESCITA THERAPEUTICS, INC., AS AT APRIL 9, 2026

AND TO: ALL HOLDERS OF OPTIONS TO PURCHASE SHARES OF CRESCITA THERAPEUTICS, INC., AS AT APRIL 9, 2026

AND TO: ALL HOLDERS OF DEFERRED SHARE UNITS OF CRESCITA THERAPEUTICS, INC., AS AT APRIL 9, 2026

AND TO: ALL HOLDERS OF SHARE APPRECIATION RIGHTS OF CRESCITA THERAPEUTICS, INC., AS AT APRIL 9, 2026

AND TO: THE DIRECTORS OF CRESCITA THERAPEUTICS, INC.

AND TO: ERNST & YOUNG LLP

900 Blvd. De Maisonneuve West., Suite 2300
Montreal, Quebec H3A 2Y7
Attn: Laury Paquette

Auditor for Crescita Therapeutics, Inc.

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AND TO: BENNETT JONES LLP
Barristers & Solicitors
First Canadian Place
100 King Street West, Suite 3400
Toronto, Ontario M5X 1H3

Joseph Blinick
Tel: (416) 777-4828
Email: [email protected]

Lawyers for 1001531506 Ontario Inc. and ClinActiv Holdings Inc.

APPLICATION

THE APPLICANT MAKES APPLICATION FOR:

a) an interim Order for advice and directions pursuant to section 182(5) of the Business Corporations Act, R.S.O. 1990, c. B.16, as amended (the “OBCA”) with respect to a proposed arrangement (the “Arrangement”) of Crescita Therapeutics, Inc. (the “Company”) involving its shareholders, optionholders, deferred share unitholders and share appreciation rigtholders, 1001531506 Ontario Inc. (“Purchaser”) and ClinActiv Holdings Inc. (the “Parent”);

b) a final Order approving the Arrangement pursuant to section 182(3) of the OBCA;

c) if necessary, an Order abridging the time for the service and filing of this Notice of Application and the Application Record, and validating such service or dispensing with service;

d) such further orders or directions as are required for the administration of the Arrangement; and

e) such further and other relief as this Honourable Court may deem just.

THE GROUNDS FOR THE APPLICATION ARE:

a) The Company is a corporation incorporated under the laws of the Province of Ontario, with its registered office located in Toronto. The common shares in the capital of the Company (the “Shares”) are listed on the Toronto Stock Exchange (“TSX”) under the symbol “CTX”.

b) The Company is a growth-oriented, innovation-driven Canadian commercial dermatology company with in-house R&D and manufacturing capabilities. The Company offers a portfolio of high-quality, science-based non-prescription skincare products and a commercial stage prescription product, Pliaglis®.

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c) The Purchaser is a corporation existing under the laws of the Province of Ontario and was formed for the purpose of acquiring the Company and consummating the Arrangement. The Purchaser is a wholly-owned subsidiary of the Parent.

d) The Parent is a corporation existing under the laws of the Cayman Islands and is a global dermatology and consumer health platform focused on building science-driven products and businesses.

e) Pursuant to the Arrangement, among other things:

i) the Purchaser will acquire all of the issued and outstanding Shares;

ii) each Share (other than those Shares held by registered holders as at the Record Date of April 9, 2026, who have properly dissented in respect of the resolution to approve the Arrangement at a special meeting of holders of Shares) issued and outstanding immediately prior to the effective time of the Arrangement (the “Effective Time”), shall be deemed to be assigned and transferred to the Purchaser in exchange for $0.80 CAD in cash per Share, subject to certain adjustments in accordance with the Arrangement Agreement (the “Consideration”);

iii) each option (“Option”) (other than any Option held by Serge Verreault, Jose DaRocha, and Linda Kisa (the “Company Management Group”)) to purchase Shares granted pursuant to the share incentive plan of the Company initially adopted on March 1, 2016, as amended, modified or supplemented from time to time in accordance with its terms, that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount, if any, by which the Consideration exceeds the exercise price per Share under such Option immediately prior to the Effective Time, less applicable withholdings, and each such Option shall immediately be cancelled;

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iv) each deferred share unit (“DSU”) (other than any DSU held by a member of the Company Management Group), granted pursuant to the deferred share unit plan of the Company, adopted on May 10, 2021 as amended, modified or supplemented from time to time in accordance with its terms, that is outstanding immediately prior to the Effective Time, shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the Consideration, less applicable withholdings, and each such DSU shall immediately be cancelled; and

v) each outstanding share appreciation right (“SAR”) (other than any SAR held by a member of the Company Management Group), granted pursuant to the share appreciation rights plan of the Company, adopted on December 31, 2020 as amended, modified or supplemented from time to time in accordance with its terms, that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount, if any, by which the Consideration exceeds the grant price of such SAR immediately prior to the Effective Time, less applicable withholdings, and each such SAR shall immediately be cancelled.

f) As part of the Arrangement, the Company will apply to have the Shares de-listed from the TSX. It is anticipated that upon completion of the Arrangement, the Company will apply to cease to be a reporting issuer under applicable Securities Laws.

g) The Arrangement is an “arrangement” within the meaning of subsection 182(1) of the OBCA.

h) All statutory requirements under the OBCA and any interim Order have been or will be satisfied by the return date of this Application.

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i) The directions set out and the approvals required pursuant to any interim Order this Honourable Court may grant have been followed and obtained, or will be followed and obtained by the return date of this Application.

j) The Arrangement is in the best interests of the Company and is put forward in good faith and for a bona fide business purpose.

k) The Arrangement is procedurally and substantively fair and reasonable.

l) The OBCA, including sections 182 and 185.

m) National Instrument 54-101 – Communication with Beneficial Owners of the Securities of a Reporting Issuer of the Canadian Securities Administrators.

n) Certain holders of Shares, Options, DSUs and/or SARs are resident outside of Ontario and will be served at their addresses or email addresses as they appear on the books and records of the Company as at April 9, 2026, being the record date set by the Company, pursuant to rule 17.02(n) of the Rules of Civil Procedure and the terms of any interim Order for advice and directions granted by this Honourable Court.

o) The Rules of Civil Procedure, including rules 1.04, 1.05, 2.03, 3.02, 14.05(2), 14.05(3), 16.04, 16.08, 17.02, 37, 38 and 39.

p) Such further and other grounds as counsel may advise and this Honourable Court may permit.

THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING OF THE APPLICATION:

a) such interim Order as may be granted by this Honourable Court;

b) an affidavit, with exhibits thereto, to be sworn on behalf of the Company, describing the Arrangement and outlining the basis for an interim Order for advice and directions;

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c) further affidavit(s), with exhibits thereto, to be sworn on behalf of the Company, reporting as to compliance with any interim Order and the results of any meeting conducted pursuant to such interim Order; and

d) such further and other material as counsel may advise and this Honourable Court may permit.

April 1, 2026

GOODMANS LLP
Barristers & Solicitors
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7

Tom Friedland LSO #31848L
[email protected]
Tel: (416) 597-4218

Arash Rouhi LSO #87072O
[email protected]
Tel: (416) 849-6952

Lawyers for the Applicant,
Crescita Therapeutics, Inc.

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IN THE MATTER OF AN APPLICATION UNDER SECTION 182, BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED

Court File No.:

CRESCITA THERAPEUTICS, INC.

APPLICANT

| | ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceeding commenced at Toronto |
| --- | --- |
| | NOTICE OF APPLICATION
(returnable May 20, 2026) |
| | GOODMANS LLP
Barristers & Solicitors
Bay Adelaide Centre, West Tower
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7 |
| | Tom Friedland LSO #31848L
[email protected]
Tel: (416) 597-4218 |
| | Arash Rouhi LSO #87072O
[email protected]
Tel: (416) 849-6952 |
| | Lawyers for the Applicant,
Crescita Therapeutics, Inc. |

1383-8669-4174

AI assistant

Discovery Silver Corp. — Proxy Solicitation & Information Statement 2026

44004_rns_2026-04-22_26754561-6f05-4159-b186-7c18f5ba566b.pdf

The Arrangement

Fairness Opinion

Recommendation of the Independent Directors

Voting Support Agreements

Approval Requirements

CRESCITA THERAPEUTICS INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING 1

INFORMATION CONTAINED IN THIS CIRCULAR 6

PROXY MATTERS 9

SUMMARY OF CIRCULAR 13

OVERVIEW OF THE ARRANGEMENT 18

THE ARRANGEMENT AGREEMENT 35

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

Q: What am I voting on?

Q: What is the recommendation of the Independent Directors?

Q: Why are the Independent Directors making this recommendation?

Q: When and where is the Meeting?

Q: Who is soliciting my proxy?

INFORMATION CONTAINED IN THIS CIRCULAR

Introduction

Forward-Looking Statements

Notice to Affected Securityholders in the United States

Currency

Voting Securities and Principal Holders of Voting Securities

Notes:

PROXY MATTERS

Solicitation of Proxies

You have the Right to Vote

Your Vote is Important

Appointment and Revocation of Proxies

Registered Holders

Non-Registered Holders

Voting and Exercise of Discretion by Proxies

Record Date

Questions and Assistance in Voting

SUMMARY OF CIRCULAR

The Meeting

Parties to the Arrangement

Effect of the Arrangement

Shareholder Approval

The Arrangement

Background to the Arrangement

Recommendations of the Independent Directors

Factors Considered by the Independent Directors

Description of the Arrangement

Fairness Opinion

The Arrangement Agreement

Voting Support Agreements

Court Approval of the Arrangement

Interests of Certain Persons in the Arrangement

Risk Factors

Income Tax Considerations

Depositary

Rights of Dissent

Letter of Transmittal

OVERVIEW OF THE ARRANGEMENT

Background to the Arrangement

Reasons for the Arrangement

Recommendations of the Independent Directors

Effect of the Arrangement

Company SARs

Company Options

Company DSUs

Steps of the Plan of Arrangement

Purchase Price Adjustment

Fairness Opinion

Overview

Scope of Review

Assumptions and Limitations

Summary of Financial Analysis

Public Trading Comparables Analysis

Precedent Transaction Analysis

Discounted Cash Flow Analysis

Analysis of CSS Reorganization

Analysis of the Termination Fee

Discovery Silver Corp. Proxy Solicitation & Information Statement 2026