Kane Biotech Inc. — Proxy Solicitation & Information Statement 2023

May 2, 2023

KANE

BIOTECH

TMX

TSX Trust

KANE BIOTECH INC.

Appointment of Proxyholder

I/We, being holders of common shares of Kane Biotech Inc. (the "Company"), hereby appoint: Ray Dupuis, CFO of the Company, or, failing him, Marc Edwards, President, CEO and Director of the Company, OR

Print the name of the person you are appointing if this person is someone other than the individuals listed above.

as proxy of the undersigned, to attend, act and vote in respect of all registered in the name of the undersigned at the Annual and Special Meeting of shareholders of the Company to be held entirely virtually at 4:00 p.m. (Central Daylight Time) on May 24, 2023 (the "Meeting"), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. This year's Meeting will be a virtual only meeting. To access the Meeting, shareholders may either:

1. access the Meeting by webcast by visiting:

https://attendee.gotowebinar.com/register/1785223584365585243; or

1. access the Meeting by conference call by dialing one of the applicable numbers:

Australia: +61 3 8488 8990	Germany: +49 891 2140 2093	Panama: +507 308 4339
Austria: +43 7 2081 5389	Greece: +30 21 0 300 2914	Peru: +51 1 642 9452
Belgium: +32 28 93 7003	Hungary: +36 1 933 3702	Romania: +40 31 780 1161
Brazil: +55 11 4118-4901	Ireland: +353 15 360 755	South Africa: +27 11 259 4927
Bulgaria: +359 2 906 0608	Israel: +972 3 376 3073	Spain: +34 932 75 1334
Canada: +1 (647) 497-9386	Italy: +39 0 230 57 81 73	Sweden: +46 853 527 819
Chile: +56 2 3214 9683	Luxembourg: +352 34 2080 9222	Switzerland: +41 225 4599 62
Colombia: +57 1 607 2932	Malaysia: +60 3 7724 4062	Turkey: +90 216 900 2887
Czech Republic: +420 2 96 21 62 45	Mexico: +52 55 1500 1194	United Kingdom: +44 20 3713 5012
Denmark: +45 32 72 03 72	Netherlands: +31 207 941 383	United States: +1 1 (562) 247-8421
Finland: +358 942 72 1061	New Zealand: +64 4 974 7212
France: +33 971 072 671	Norway: +47 21 93 37 39

If the shareholder is accessing the Meeting by conference call, the access code is 725-872-439.

Without limiting the general powers and authority hereby conferred on the form of proxy, the holdings represented by this proxy are specifically directed to be voted or withheld from being voted as follows:

Directors and management recommend voting FOR Resolutions 1, 2 and 3. Please use dark black pencil or pen.

1. Election of Directors	FOR	AGAINST
1. EDWARDS, Marc	☐	☐
2 MORIN, Georges	☐	☐
3 RENAUD, Philip	☐	☐
FOR	WITHHOLD
---	---
☐	☐
FOR	AGAINST
3. Approval of the Second Amended and Restated Performance and Restricted Share Unit Plan
To approve the second amended and restated performance and restricted share unit plan of the Company.	☐

1. Other Business. To transact such further business as may properly come before the Meeting and any adjournment(s) thereof.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by management's appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit.

Signature(s) _________________________ Date _______________

Please sign exactly as your name(s) appear on your certificate or statement. Please see reverse for instructions. All proxies must be received by 4:00 p.m. (Central Daylight Time) on Monday, May 22, 2023.

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Proxy Form – Annual and Special Meeting of Shareholders of Kane Biotech Inc. to be held on May 24, 2023 (the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one information management circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the information management circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Company.

HOW TO VOTE

INTERNET

• Go to www.meeting-vote.com
• Cast your vote online

To vote using your smartphone, please scan this QR Code:

To vote by Internet you will need your control number. If you vote by Internet, do not return this proxy.

MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company Attention Proxy Department P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your proxy to 416-595-9593 or scan and email to proxyvote@tmx.com.

An undated proxy is deemed to be dated on the day it was received by TSX Trust Company.

All proxies must be received by 4:00 p.m. (Central Daylight Time) on Monday, May 22, 2023.