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HLS Therapeutics Inc. Proxy Solicitation & Information Statement 2023

May 23, 2023

47563_rns_2023-05-23_dcf0f700-ff34-4020-b574-ba66eee68b9e.pdf

Proxy Solicitation & Information Statement

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HLS THERAPEUTICS INC.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual Meeting June 16, 2023 at 10:00 a.m. Eastern URL: https://virtual-meetings.tsxtrust.com/1486

(the “Meeting”)

RECORD DATE: May 12, 2023 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: June 14, 2023 at 10:00 a.m. Eastern

VOTING METHOD

FILING DEADLINE FOR PROXY:
June 14, 2023 at 10:00 a.m. Eastern
FILING DEADLINE FOR PROXY:
June 14, 2023 at 10:00 a.m. Eastern
**VOTING METHOD **
INTERNET Go towww.voteproxyonline.comand enter the 12
digit control numberabove
FACSIMILE 416-595-9593
MAIL TSX Trust Company
301 - 100 Adelaide Street West
Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Greg Gubitz , whom failing Ryan C. Lennox (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors 1. Election of Directors FOR FOR FOR FOR WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD
a)
GregGubitz
b)
J. Spencer Lanthier
c)
RodneyHill
d)
Don DeGolyer
e)
Laura Brege
f)
John Welborn
g)
Norma Beauchamp
h)
Kyle Dempsey
i)
CraigMillian
j)
Christian Roy
2. Re-Appointment of Auditor FOR WITHHOLD
Re-Appointment ofErnst & Young LLPas Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
3. Option Plan Resolution FOR AGAINST
To consider and if deemed advisable, to pass the Option Plan Resolution as defined in the management information circular of the Corporation dated
May 18, 2023.
FOR FOR WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD
FOR WITHHOLD
FOR AGAINST

To consider and if deemed advisable, to pass the Option Plan Resolution as defined in the management information circular of the Corporation dated May 18, 2023.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

  1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

  2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

  4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

  5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

  6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

  7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

  8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

  9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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