Kane Biotech Inc.

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Management Information Circular

and

Notice of Special Meeting of Shareholders

January 11, 2024

This Management Information Circular is furnished in connection with the solicitation of proxies by the board of directors and management of Kane Biotech Inc. (the “Corporation”) for use at the special meeting of shareholders to be held on February 20, 2024, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally by directors, officers and employees of the Corporation. All costs of this solicitation will be borne by the Corporation.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on February 20, 2024

To the Shareholders,

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Kane Biotech Inc. (the “Corporation”) will be held on February 20, 2024 at 4 p.m. (Central Daylight Time). The Meeting will be a virtual only meeting. To access the Meeting, Shareholders may either:

access the Meeting by webcast by visiting:

https://attendee.gotowebinar.com/register/8977184123296596312

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

Australia: +61 2 9091 7604 Germany: +49 721 9881 4171 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) 497-9385 Italy: +39 0 230 57 81 73 Sweden: +46 853 527 819 Chile: +56 2 3214 9683 Luxembourg: +352 34 2080 9222 Switzerland: +41 435 5015 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: +31 202 251 018 United States: +1 1 (562) 247-8421 Finland: +358 923 17 0557 New Zealand: +64 4 974 7212 France: +33 173 443 207 Norway: +47 21 93 37 39

If the Shareholder is accessing the Meeting by conference call, the access code is 268-326-110 .

The Meeting is being held for the following purposes:

to elect Robert Huizinga as an additional director of the Corporation until the next annual general meeting of the Corporation; and
to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

Shareholders are referred to the accompanying Management Information Circular for more detailed information with respect to the matters to be considered at the Meeting.

Shareholders who do not expect to attend the Meeting are requested to date and sign the enclosed form of proxy and return it in the envelope provided for that purpose. All proxies to be used at the Meeting must be received by the Corporation’s transfer agent, TSX Trust Company at PO Box 721, Agincourt, Ontario, M1S 0A1, Attention: Proxy Department, or by email to [email protected], or by facsimile to 416-595-9593, or by internet by visiting www.meeting-vote.com and entering the 13-digit control number on the proxy, not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment(s) thereof.

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The directors have fixed January 11, 2024 as the record date for the Meeting. Holders of record of common shares of the Corporation at the close of business on January 11, 2024 are entitled to receive notice of the Meeting and to vote thereat or at any adjournment(s) thereof.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Philip Renaud”

Philip Renaud

Chairman

January 11, 2024

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Special Meeting of Shareholders of Kane Biotech Inc.

To Be Held on February 20, 2024

Management Information Circular

NOTE: Shareholders who do not hold their shares in their own names as a registered Shareholder should read “Voting by Non-Registered Shareholders” within for an explanation of their rights.

Solicitation of Proxies

This Management Information Circular is provided in connection with the solicitation by the board of directors (the “Board of Directors”) and management of Kane Biotech Inc. (the “Corporation”) of proxies for the special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Common Shares”) of the Corporation to be held on February 20, 2024 at 4 p.m. (Central Daylight Time) and at any adjournment(s) thereof for the purposes set out in the accompanying Notice of Special Meeting (the “Notice”). The Meeting will be a virtual only meeting.

This solicitation is made on behalf of the Board of Directors and management of the Corporation. The cost incurred in the preparation and mailing of the Notice, this Management Information Circular and the accompanying form of proxy furnished by the Corporation (the “Instrument of Proxy”) will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interview, telephone or other means of communication by directors, officers and employees of the Corporation, none of whom will be specifically remunerated therefor.

Appointment and Revocation of Proxies

A Shareholder has the right to appoint a nominee (who need not be a Shareholder) to represent that Shareholder at the Meeting, other than the persons designated as management’s nominees in the Instrument of Proxy, by inserting the name of the Shareholder’s chosen nominee in the space provided for such purposes on the Instrument of Proxy, or by completing another proper form of proxy acceptable to the Chairman of the Meeting. Such Shareholder should notify the nominee of the appointment, obtain the consent of the nominee to act as proxy and should instruct the nominee as to how the Shareholder’s Common Shares are to be voted. In any case, the form of proxy should be dated and signed by the Shareholder or the Shareholder’s attorney authorized in writing, with proof of such authorization attached where an attorney signed the proxy form.

A form of proxy will not be valid for the Meeting or any adjournment(s) thereof unless it is completed and delivered to TSX Trust Company at PO Box 721, Agincourt, Ontario, M1S 0A1, Attention: Proxy Department, or by email to www.meeting-vote.com, or by facsimile to 416-595-9593, or by internet by visiting www.tsxtrust.com/vote-proxy and entering the 13-digit control number on the proxy, not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment(s) thereof. The instrument appointing a proxy shall be in writing and shall be signed by the Shareholder or the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized .

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In addition to revocation in any other manner permitted by law, a Shareholder who has given a proxy may revoke it, at any time before it is exercised, by an instrument in writing executed by the Shareholder, or by that Shareholder’s attorney authorized in writing, and deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) thereof, at which the proxy is to be used. A Shareholder can vote again on the internet or phone during the Meeting.

Record Date, Voting Shares and Principal Holders Thereof

The Corporation has fixed January 11, 2024 as the record date for determining Shareholders entitled to receive the Notice and as the record date for the purpose of determining Shareholders entitled to vote at the Meeting. The Corporation will prepare a list of Shareholders as at the close of business on the record date and each Shareholder named in the list will be entitled to vote the Common Shares shown opposite his or her name on the said list at the Meeting except to the extent that the Shareholder has transferred any of their Common Shares after the record date and: (i) the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes that he or she owns the Common Shares; and (ii) the transferee of those Common Shares demands by not later than 10 days before the Meeting, that their name be included in the list before the Meeting, in which case the transferee will be entitled to vote their Common Shares at the Meeting.

The authorized capital of the Corporation consists of an unlimited number of Common Shares without nominal or par value of which 131,844,567 Common Shares are issued and outstanding as at the Effective Date (as defined herein). A quorum will be present at the Meeting if there are at least two persons present representing not less than 5% of the Common Shares entitled to vote at the Meeting.

Holders of Common Shares are entitled to one vote at the Meeting for each Common Share held.

As at the Effective Date (as herein defined): (i) Mr. Philip Renaud, Director, owns, directly or indirectly, or exercises control or direction over, 27,389,711 Common Shares representing approximately 20.8% of the issued and outstanding Common Shares; and (ii) Mr. Richard Renaud, owns, directly or indirectly, or exercises control or direction over, 14,630,333 Common Shares representing approximately 11.1% of the issued and outstanding Common Shares. To the knowledge of the directors and senior officers of the Corporation, no other person or corporation owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares.

Voting by Non-Registered Shareholders

Only registered Shareholders of the Corporation or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Shareholders of the Corporation are “non-registered” Shareholders (“Non-Registered Shareholders”) because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a NonRegistered Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the Common Shares of the Corporation (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees); or (ii) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc.) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the

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Corporation will have distributed copies of the Notice, this Management Information Circular and the Instrument of Proxy and the request form (collectively, the “Meeting Materials”) to the applicable clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of one page of instructions which contains a removable label with a bar-code and other information. In order for the Instrument of Proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the Instrument of Proxy, properly complete and sign the Instrument of Proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
(b) be given an Instrument 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 Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the Instrument of Proxy, this Instrument of Proxy is not required to be signed by the Non-Registered Shareholder when submitting the Instrument of Proxy. In this case, a Non-Registered Shareholder who wishes to submit a proxy should properly complete the Instrument of Proxy and deposit it with TSX Trust Company at PO Box 721, Agincourt, Ontario, M1S 0A1, Attention: Proxy Department, or by email -
to [email protected], or by facsimile to 416-595-9593, or by internet by visiting www.meeting vote.com and entering the 13-digit control number on the proxy.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares of the Corporation that they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the Instrument of Proxy and insert the Non-Registered Shareholder’s or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting.

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All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice are to Shareholders of record unless specifically stated otherwise.

Voting of Proxies

Each of the persons named in the Instrument of Proxy has been selected by the directors of the Corporation. Mr. Marc Edwards, Chief Executive Officer, and Mr. Ray Dupuis, Chief Financial Officer, have indicated their willingness to represent as proxy the Shareholders who appoint them. Each Shareholder may instruct the proxy how to vote the Shareholder’s Common Shares by completing the blanks on the Instrument of Proxy. Common Shares represented by properly executed Instruments of Proxy in favour of the person designated on the enclosed form will be voted for, voted against, or withheld from voting, as applicable, in accordance with the instructions given on the Instruments of Proxy. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH COMMON SHARES WILL BE VOTED FOR THE APPROVAL OF ALL RESOLUTIONS IDENTIFIED IN THIS MANAGEMENT INFORMATION CIRCULAR.

The Instrument of Proxy confers discretionary authority upon the persons named therein with respect to amendments and variations to matters identified in the Notice and with respect to any other matters which may properly come before the Meeting. The Common Shares represented by the proxy will be voted on such matters in accordance with the best judgment of the person voting the Common Shares. As of the Effective Date, the management of the Corporation knows of no such amendment, variation or other matters to come before the Meeting.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Except as otherwise set out herein, no director or executive officer of the Corporation or proposed nominee for election as a director, or any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters to be acted upon at the Meeting.

Business of the Meeting

1. Election of Director

The Board of Directors proposes to fix the number of directors at five directors in accordance with articles of incorporation and by-laws of the Corporation. The Corporation’s current directors are Marc Edwards, Georges Morin, Philip Renaud and John Coleman.

Management has proposed that the proposed nominee below be elected as a director of the Corporation at the Meeting. If elected, there will be five (5) directors on the Board of Directors of the Corporation. The person named below will be presented for election at the Meeting as a management’s nominee and management proxyholders will vote FOR the election of this nominee, unless otherwise instructed on the proxy form. Management does not contemplate that this nominee will be unable to serve as a director and the proposed director has confirmed his willingness to serve as a director. If elected as a director, the proposed nominee will hold office until the next annual general meeting of the Corporation or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the articles of incorporation of the Corporation or the provisions of the Canada Business Corporations Act .

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		Number of Common Shares
Name, Present		BeneficiallyOwned, Directly
Office Held and		or Indirectly, or OverWhich
	Director		Principal Occupation and Occupation During the
Municipality of		Control or Direction is
	Since		Past Five Years
Residence		Exercised asat the Date of
		this Management
		Information Circular
Robert Huizinga North Saanich, British Columbia, Canada	N/A	N/A	Dr. Huizinga is currently the principal of Reformation Consulting Services. He was formerly the Executive Vice-President of Aurinia Pharmaceuticals Inc. (NASDAQ:AUPH) and led the clinical development of voclosporin which had first year sales of $100 million USD. Prior to that, Dr. Huizinga was the Vice President of Clinical Affairs for Isotechnika Inc (TSV:ISA), and was a clinical investigator at the University of Alberta. Dr. Huizinga holds a PhD in Organizational Leadership, a Masters in Clinical Epidemiology, holds a Nephrology certification and is a member of Sigma Theta Tau. He holds a certificate in leadership from EQUIP Leadership.

The table below provides the names of the individuals who are currently elected as directors, their current positions and offices in the Corporation, the period of time that they have been directors of the Corporation, their current principal occupation, their principal occupation during the past five years, and the number of Common Shares of the Corporation which each beneficially owns or over which control or direction is exercised. Other than Philip Renaud, all the directors are residents of Canada.


		Number of Common Shares
Name, Present		BeneficiallyOwned, Directly
Office Held and		or Indirectly, or OverWhich
	Director		Principal Occupation and Occupation During the
Municipality of		Control or Direction is
	Since		Past Five Years
Residence		Exercised asat the Date of
		this Management
		Information Circular
Marc Edwards Bromont, Québec, Canada President, Chief Executive	6-Feb-2016	5,888,142	Mr. Edwards was appointed as the President and CEO of the Corporation on September 10, 2018. He is the founder and President of VétRx Inc., a Montreal- based technology company specializing in data collection, cleansing, marketing and pharmaceutical compliance for the veterinary industry. He also co-founded and was vice president of Oxygen Corporate Health from 2003 to 2008 which was later acquired by CGI Inc. Mr.

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Officer, Director(1)(2)			Edwards holds abachelor’s degree (Finance) from l’Université de Sherbrooke and an MBA from Concordia University. He is also the Board Chair of STEM Animal Health, a subsidiary of the Corporation, and is a Board member and past Chair of Toujour Ensemble Inc.
Georges Morin Westmount, Québec, Canada Director (2)(3)	20-May- 2020	150,000	Mr. Morin is a corporate director who sits on the Boards of Strom Spa in Montreal (Chair), Immervision Inc. (Chair from 2010 to 2019), la Chamber de sécurité financière (Audit Committee and Chair of the Human Resources Committee) and the Montreal Symphony Orchestra (Executive Committee and Chair of the Marketing Committee). Mr. Morin was formerly a board member (Audit Committee) of Canadian Tire Jumpstart Charities. As a founding partner of Cossette, Canada’s largest communications group, Mr. Morin was instrumental in the growth of the firm nationally from 1973 until he left the firm in 2009. Mr. Morin holds a BA in Business Administration from Laval University as well as an ICD.D designation fromthe Institute of Corporate Directors and has completed the Owner/President Management program at Harvard University.
Philip Renaud Milan, Italy Chair, Director (4)(5)(6)	15-Sep- 2010	27,389,711(7)	Mr. Renaud is a Director of Redecam Group, a global leader in providing highly engineered industrial air pollution control systems. Mr. Renaud is formerly the Chairman, CEO and President of Redecam Group. A graduate of Franklin College of Switzerland with a Bachelor of Arts in international financial management, Mr. Renaud has been instrumental in securing many private equity financings and has an extensive European and North American network. He is apast director and chairman of a number of publicly traded companies including Sierra Metals Inc.
John Colema n Vancouver, British Columbia, Canada	13-Nov- 2023	Nil	Dr. Coleman is the President and CEO of Avivo Biomedical Inc., a Vancouver-based biotech firm specializing in groundbreaking technologies facilitating the conversion of blood and organs into universally accepted types, thereby significantly improving the utilization of the existing pool of donors. Before his tenure at Avivo, Dr. Coleman co- founded Anandia Labs in 2013, growing it to become

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Director (2)

a leading cannabis testing and genetics company. Following Anandia’s acquisition by Aurora Cannabis in 2018, Dr. Coleman continued to lead analytical testing at Anandia until 2020. Dr. Coleman holds a PhD in Organic Chemistry and BSc in Chemistry.

Notes:

(1) Chair of the Governance and Nomination Committee.

(2) Member of the Audit Committee.
(3) Chair of the Compensation Committee.
(4) Chair of the Audit Committee.
(5) Member of the Governance and Nomination Committee.

(6) Member of the Compensation Committee. (7) 9,100,000 of these Common Shares are held by 3Eleven Holdings Ltd., a corporation controlled by Philip Renaud.

Each director will hold office until the next annual meeting of the Corporation, unless his or her office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the Instrument of Proxy as nominee to vote the Common Shares represented by proxy for the election of any other person or persons as directors.

2. Other Business

While there is no business other than that mentioned in the Notice to be presented to the Shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting, or any adjournment(s) thereof, in accordance with the discretion of the persons authorized to act thereunder.

Executive Compensation

All references in this Management Information Circular to “$” or “dollars” refers to Canadian dollars, unless otherwise noted.

In this section entitled “Executive Compensation”:

“Named Executive Officer” or “NEO” means the following individuals: (a) each Chief Executive Officer (“CEO”) of the Corporation (or person acting in a similar capacity) during any part of the most recently completed financial year of the Corporation; (b) each Chief Financial Officer (“CFO”) of the Corporation (or person acting in a similar capacity) during any part of the most recently completed financial year of the Corporation; (c) each of the Corporation’s three most highly compensated executive officers (or persons acting in a similar capacity), other than the CEO and CFO, at the end of the most recently completed financial year of the Corporation whose total compensation was, individually, more than $150,000; and (d) any additional individual who would be a Named Executive Officer under (c) but for the fact that the individual was not serving as an executive officer of the Corporation, nor acting in a similar capacity, as at the end of the most recently completed financial year. During its most recently completed financial year, the Corporation had four Named Executive Officers: (i) Marc Edwards, who is the Corporation’s President and CEO; (ii) Ray Dupuis, who is the Corporation’s CFO; (iii) Dena Mehraban, who is the General Manager of STEM Animal Health Inc. (“STEM Animal Health”), a partially-owned subsidiary of the Corporation; and (iv) Kevin Cole, who is the former CEO of STEM Animal Health.

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“Option-based Award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

“Share-based Award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, share equivalent units, and other securities.

Compensation Discussion and Analysis

To assist the Board of Directors of the Corporation in determining the appropriate level of compensation for the directors and NEOs, the Board of Directors of the Corporation and STEM Animal Health have established compensation committees (the “Compensation Committee”). The Compensation Committee recommends to the Board of Directors what it considers to be the appropriate compensation for the NEOs based primarily on a comparison of the remuneration paid by the Corporation with the remuneration paid by other public companies that the Compensation Committee feels are similarly placed within the life sciences industry, while factoring in the financial position of the Corporation and local cost of living.

To date, the Corporation has relied on internal discussions at the Board of Directors level, based on recommendations of the Compensation Committee, and direct negotiations to establish the amount of total compensation paid to the President and CEO. The Corporation’s compensation program for the President and CEO consists of a base salary, employee group benefit plan, short-term compensation and long-term compensation. The Corporation uses all four elements to retain the President and CEO and to align the personal interests of the President and CEO with the interests of the Shareholders.

The base salary provides compensation for discharging job duties and recognizes the skill sets and capabilities of the President and CEO. The Corporation’s goal is to pay competitive base salaries for all positions whenever possible. The Corporation recognizes that sometimes it may be limited by financial resources as a result of operating in the life sciences sector. The President and CEO’s salary is reviewed on an annual basis by the Compensation Committee, and if deemed appropriate, any changes in salary for the upcoming year are negotiated as set out above then approved and ratified by the Board of Directors.

The short-term compensation component of the Corporation’s compensation program consists of payments made to NEOs and other employees based on the achievement of annual corporate and personal targets. All NEOs and other employees, subject to the achievement level of these targets, are eligible for an annual payment that is based on a percentage of their base salaries. Annual short-term compensation payments made to NEOs and other employees may be lower or higher than these targeted percentages depending upon corporate and personal performance. All short-term compensation payments made to the President & CEO and the CFO are subject to the review and approval of the Corporation’s Board Chairman. The Corporation’s Compensation Committee considers short-term compensation when reviewing each of the President & CEO’s and CFO’s compensation package as a whole. All short-term compensation payments made to the President & CEO of STEM Animal Health are subject to the review and approval of STEM Animal Health’s Board Chairman. The Compensation Committee of STEM Animal Health considered short-term compensation when reviewing both the President & CEO and General Manager of STEM Animal Health’s compensation packages as a whole.

The long-term compensation component of the Corporation’s compensation program consists of granting RSUs (as defined herein) under the PRSU Plan (as defined herein) which is administered by the Board of Directors and is designed to give each RSU holder an interest in preserving and maximizing Shareholder

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value in the longer term, to enable the Corporation to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance. The Corporation’s Compensation Committee considers RSU grants when reviewing the President & CEO and CFO’s compensation package as a whole. STEM Animal Health’s Compensation Committee considered phantom share awards when reviewing the President & CEO of STEM Animal Health’s compensation package as a whole.

The allocation of RSUs to the President & CEO and CFO and phantom share awards to the President & CEO of STEM Animal Health are regarded as important elements to attract and retain NEOs for the long term and it aligns their interests with Shareholders.

It is the intention of the Corporation to issue RSUs as the primary form of President & CEO, CFO, NEO and director long-term compensation moving forward. All stock options previously held by NEO’s and directors have been converted to RSUs.

The Board of Directors have not considered the implications of the risks associated with the Corporation’s compensation policies and practices.

NEOs and directors are permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held directly or indirectly, by the NEO or director.

Share-based Awards and Option-based Awards

PRSU Plan

The purpose of the second amended and restated performance and restricted share unit plan of the Corporation dated May 24, 2023 (the “PRSU Plan”) is to encourage equity participation in the Corporation by its directors and certain key officers, employees and consultants through the acquisition by such persons of Common Shares of the Corporation. It is the intention of the Corporation that the PRSU Plan be, at all times, in compliance with the TSX Venture Exchange (the “Exchange”) policies and any inconsistencies between the PRSU Plan and the Exchange policies will be resolved in favour of the latter.

The PRSU Plan provides for the issuance of restricted share units ("RSUs") and performance share units ("PSUs") to employees, consultants, officers or directors of the Corporation and its subsidiaries (the "Participants"). The Board of Directors uses RSUs and PSUs as part of the Corporation's overall compensation strategy and to assist the Corporation in attracting and retaining talented individuals. Since the value of RSUs and PSUs increase or decrease with the price of the Common Shares, RSUs and PSUs reflect a philosophy of aligning the interests of holders with those of the Shareholders by tying compensation to share price performance.

Under the PRSU Plan, the number of Common Shares that are reserved for issuance is a maximum of 23,720,905 Common Shares, representing 19% of the total Common Shares issued and outstanding as of May 24, 2023, the date of the last annual and special meeting of the Corporation.

PRSU Plan Participants are designated by the Board of Directors at its sole discretion. Participants are eligible to receive RSUs and PSUs (other than directors) pursuant to the PRSU Plan. Persons retained primarily to conduct investor relations activities are not eligible to participate in the PRSU Plan.

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Subject to the provisions and restrictions of the PRSU Plan, the aggregate maximum number of Common Shares available under the PRSU Plan may be used for any type of award as determined and fixed by the Board of Directors, at its sole discretion. The Board of Directors shall have the authority to determine, in its sole discretion, at the time of a grant of any RSUs or PSUs the duration of the vesting period, in the case of PSUs, the performance criteria and performance period, and any other vesting terms and/or conditions. If the Board of Directors approves a dollar amount of RSUs or PSUs to be granted to a Participant, the number of RSUs or PSUs to be credited to such Participant’s shall be equal to the approved dollar amount divided by the market price of one Common Share, as defined in the PRSU Plan.

In accordance with the policies of the Exchange: (a) the aggregate number of Common Shares that are issuable pursuant to all of the Corporation’s Security Based Compensation (as defined in Policy 4.4 of the Exchange) granted or issued in any one-year period to any one Participant (and companies wholly-owned by that Participant) shall not exceed five percent (5%) of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the Participant (unless the Corporation has obtained disinterested Shareholder approval for such grant); (b) the aggregate number of Common Shares issuable to any one Participant who is a consultant under the PRSU Plan within any one-year period shall not exceed two percent (2%) of the issued and outstanding Common Shares; (c) the aggregate number of Common Shares that are issuable pursuant to all of the Corporation’s Security Based Compensation granted or issued to Insiders (as a group) (as defined in Policy 1.1 of the Exchange) shall not exceed ten percent (10%) of the issued and outstanding Common Shares at any point in time (unless the Corporation has obtained disinterested Shareholder approval for such grant); and (d) the aggregate number of Common Shares that are issuable pursuant to all of the Corporation’s Security Based Compensation granted or issued in any one-year period to Insiders (as a group) shall not exceed ten percent (10%) of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Corporation has obtained disinterested Shareholder approval for such grant).

Participants may elect at any time to redeem vested awards on any date or dates after the date the awards become vested awards and on or before the expiry. Participants shall have no rights as Shareholders in respect of any Common Shares covered by such Participant’s RSUs or PSUs until the awards have vested and a share certificate has been issued to such Participant. RSUs and PSUs may not vest before the date that is one year following the date granted or issued.

If a Participant is terminated without cause or by reason of resignation, all vested RSUs and PSUs must be redeemed at the earlier of the expiry date and 90 days from the termination date. If a Participant is terminated for cause, or, in the case of a consultant, for breach of contract (as determined by the Board of Directors in its sole discretion), then any awards held by the Participant at the termination date (whether or not vested awards) are immediately forfeited to the Corporation on the termination date. In the case of death or disability, all unvested RSUs and PSUs, shall immediately vest and be automatically redeemed as of the date of death or disability.

The Board of Directors may determine that any unvested or unearned RSUs or PSUs outstanding immediately prior to the occurrence of a change in control shall become fully vested or earned or free of restriction upon the occurrence of such change in control of the Corporation and based on an adjustment factor, for PSU awards. The Board of Directors may also determine that any vested RSUs or PSUs shall be redeemed as of the date such change in control of the Corporation is deemed to have occurred, or as of such other date as the Board may determine prior to the change in control.

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In the event the Corporation effects an amalgamation, combination, arrangement, merger or other reorganization or a subdivision or consolidation of Common Shares or any similar capital reorganization that warrants the amendment or replacement of any existing awards, the Board of Directors will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

RSUs and PSUs are not assignable or transferable, other than by will or by the laws of descent.

The PRSU Plan allows the Corporation to implement procedures and set conditions with respect to the withholding and remittance of taxes imposed under applicable law.

The PRSU Plan is administered by the Board of Directors and the Board of Directors has authority, in its discretion, to: (a) determine the persons to whom grants may be made; (b) make grants of RSUs or PSUs in such amounts, to such persons and, subject to the provisions of the PRSU Plan, on such terms and conditions as it determines including without limitation (i) the time or times at which RSUs or PSUs may be granted, (ii) the conditions under which RSUs or PSUs may be granted to Participants or forfeited to the Corporation, (iii) applicable performance criteria and period, (iv) the price, if any, to be paid by a Participant in connection with the granting of RSUs or PSUs, (v) whether restrictions or limitations are to be imposed on the Common Shares issuable pursuant to grants of RSUs or PSUs, and the nature of such restrictions or limitations, if any, and (vi) any acceleration of exercisability or vesting, or waiver of termination regarding any RSUs or PSUs, based on such factors as the Board may determine; (c) interpret the PRSU Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to the PRSU Plan; and (d) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the PRSU Plan.

To the extent permitted by applicable law and the Corporation’s by-laws, the Board of Directors may, from time to time, delegate to a committee of the Board of Directors, all or any of the powers conferred on the Board of Directors under the PRSU Plan.

As of the date hereof, the Corporation has 18,203,177 RSUs issued and outstanding.

Option Plan

The Corporation has established the second amended and restated stock option plan dated May 25, 2022 (“Option Plan”) in order to attract and retain directors, executive officers, employees and significant contractors, who will be motivated to work towards ensuring the success of the Corporation. The Board of Directors has full and complete authority to interpret the Option Plan, to establish applicable rules and regulations applying to it and to make all other determinations it deems necessary or useful for the administration of the Option Plan, provided that such interpretations, rules, regulations and determinations are consistent with the rules of all stock exchanges on which the Corporation’s securities are then traded and with all relevant securities legislation.

Under the Option Plan, the number of Common Shares that are reserved for issuance, together with any stock options outstanding, is a maximum of 1,148,302 Common Shares, representing 1% of the number of issued and outstanding Common Shares as of the annual and special meeting of the Corporation held on May 25, 2022.

Option-based Awards for the CEO and CFO, as well as the directors, are determined by the Compensation Committee and the Board of Directors. The granting of Option-based Awards to all other employees or independent contractors of the Corporation is delegated from the Board of Directors to the CEO and CFO and determined by the CEO and CFO up to the following designated limits set by the Board of Directors.

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In accordance with the policies of the Exchange: (a) any one participant (other than a consultant or a person employed in investor relations activities) together with such participant’s participation in any other plan of the Corporation shall not exceed five percent (5%) of the total number of issued and outstanding Common Shares on a yearly basis, calculated on a non-diluted basis; (b) the aggregate number of Common Shares that are issuable pursuant to all of the Corporation’s Security Based Compensation (as defined in Policy 4.4 of the Exchange) granted or issued in any one-year period to any one participant (and companies wholly-owned by that participant) shall not exceed five percent (5%) of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to the Participant (unless the Corporation has obtained disinterested Shareholder approval for such grant); (c) the aggregate number of Common Shares that are issuable pursuant to all of the Corporation’s Security Based Compensation granted or issued to Insiders (as a group) (as defined in Policy 1.1 of the Exchange) shall not exceed ten percent (10%) of the issued and outstanding Common Shares at any point in time (unless the Corporation has obtained disinterested Shareholder approval for such grant); (d) the aggregate number of Common Shares that are issuable pursuant to all of the Corporation’s Security Based Compensation granted or issued in any one-year period to Insiders (as a group) shall not exceed ten percent (10%) of the issued and outstanding Common Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Corporation has obtained disinterested Shareholder approval for such grant); (e) disinterested Shareholder approval is required when decreasing the exercise price or extending the terms of Options to Insiders (as defined in Policy 1.1 of the Exchange); and (f) any one consultant or persons employed in investor relations activities shall not exceed, within a 12-month period, two percent (2%) of the total number of issued and outstanding Common Shares, calculated on a non-diluted basis.

Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibility and the importance of the position to the Corporation’s overall success. The aggregate number of stock options which may be issued under the Option Plan is limited by the terms of the Option Plan and cannot be increased without Shareholder approval.

Individuals eligible to participate under the Option Plan will be determined by the Board of Directors. No options granted under the Option Plan may be exercised at any time beyond a maximum period of five years following the date of their grant unless specifically provided by the Board of Directors and approved by the relevant stock exchange, but in no event for a period exceeding 10 years following the date of their grant. The Board of Directors designates, at its discretion, the individuals to whom stock options are granted under the Option Plan and determines, or delegates the CEO and CFO to determine, the number of Common Shares covered by each of such options, the grant date, the exercise price of each option, the expiry date, the vesting schedule and any other matter relating thereto, in each case in accordance with the applicable rules and regulations of the regulatory authorities. The Board of Directors takes into account previous grants of options when considering new grants.

If any participant shall cease to be a member of the Board of Directors, senior officer, employee, management company employee or consultant of the Corporation or any subsidiary of the Corporation for any reason other than death or permanent disability, that person’s options will terminate on the earlier of the date of the expiration of the option period and the following:

(i) for participants other than those employed in investor relation activities, a maximum of six months after the date such participant ceases to be a member of the Board of Directors, senior officer, employee, management company employee or consultant of the Corporation or any subsidiary of the Corporation; and

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(ii) for participants employed in investor relations activities, 30 days after the date such participant ceases to be employed in investor relations activities.

The Board of Directors may amend the Option Plan at any time, provided that no such amendment may materially and adversely affect any option previously granted to a participant pursuant to the Option Plan without the consent of the participant, except to the extent required by law. Any such amendment shall, if required, be subject to the prior approval of, or acceptance by, the Exchange.

The forgoing is a summary of the Option Plan and is qualified in its entirety by the full text of the Option Plan, a copy of which may be found on the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

The Corporation does not have any options issued and outstanding.

Compensation Governance

The Board of Directors has established a Compensation Committee whose current members are Georges Morin and Philip Renaud. Georges Morin is independent in accordance with National Instrument 52-110 - Audit Committees (“NI 52-110”).

Georges Morin gained significant experience in executive compensation through his role as a founding partner of Cossette and through the extensive and varied board directorships he has held over the years.

Philip Renaud has extensive experience in executive compensation obtained from his previous role as Chairman, CEO and President of Redecam Group as well as from his past directorships in publicly traded companies.

The Compensation Committee’s responsibilities include assessing the performance and determining the remuneration of the President and CEO of the Corporation and reviewing the adequacy and form of compensation of directors, based on its assessment of the responsibilities and risks involved in being an effective director.

Executive Compensation-Related Fees

No fees have been paid by the Corporation for services related to determining compensation for any of the Corporation’s directors or officers during 2023 or 2022.

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Summary Compensation Table

The following table is a summary of the compensation paid to the NEOs of the Corporation during the financial years ended December 31, 2021, 2022 and 2023 for services rendered to the Corporation:

Name and	Year	Salary ($)	Share- based Awards	Option- based Awards ($)(1)(5)	Non-Equity incentive plan compensation($)	Non-Equity incentive plan compensation($)	Pension Value ($)	All other Compensation ($)(2)	Total Compensation ($)
Principal
Position					Annual incentive plans	Long- term incen tive plans
			($)(3)

Marc Edwards President & CEO	2023	250,000	138,335	Nil	Nil	Nil	Nil	18,497	406,832
	2022	241,667	45,497	Nil	Nil	Nil	Nil	15,811	302,975
	2021	225,000	86,663	Nil	Nil	Nil	Nil	17,119	328,782
Ray Dupuis CFO	2023	150,000	69,703	Nil	Nil	Nil	Nil	11,686	231,389
	2022	150,000	64,001	Nil	Nil	Nil	Nil	12,535	226,536
	2021	150,000	108,610	Nil	Nil	Nil	Nil	29,498	288,109
Dena Mehraban (4) General Manager of STEM Animal Health	2023	155,000	Nil	Nil	13,143	Nil	Nil	10,512	178,655
	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Kevin Cole Former CEO of STEM Animal Health (5)(6)	2023	79,906	Nil	Nil	Nil	Nil	Nil	163,717	243,623
	2022	200,000	Nil	Nil	168,000	Nil	Nil	4,290	372,290
	2021	200,000	Nil	Nil	Nil	Nil	Nil	4,400	204,400

Notes:

(1) The grant date fair value of these options has been calculated using the Black-Scholes model. See discussion below.
(2) These funds represent the value of benefits received by the NEOs under the Corporation’s standard company benefits plan, medical reimbursement plan and the company-matching retirement plan implemented in January 2018.
(3) Option-based Awards were cancelled and replaced with Share-based Awards on July 20, 2021.
(4) Mr. Mehraban was appointed as General Manager of STEM Animal Health effective May 1, 2023.
(5) Mr. Cole was appointed as CEO of STEM Animal Health on October 8th, 2020 and was eligible to receive phantom shares in STEM Animal Health as per his employment agreement. No phantom shares were awarded to Mr. Cole in 2021, 2022 or 2023. Mr. Cole departed STEM Animal Health effective April 17, 2023.
(6) On July 20, 2021, the Corporation cancelled previously held stock options and replaced them with RSUs. The cancelled stock options were revalued as of the grant date of the RSUs using the Black-Scholes option pricing model with weighted average assumptions that correspond to their times to maturity. RSUs were measured at the Corporation’s stock market price of $0.18 on July 20, 2021. The fair value was determined in accordance with IFRS 2 Share-based Payment – as per Form 51-102F6 – Statement of Executive Compensation .

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Narrative Discussion

Marc Edwards

Marc Edwards was hired as the President and Chief Executive Officer of the Corporation on September 10, 2018. The Corporation and Marc Edwards entered into an employment agreement on December 1, 2020 (the “Edwards Employment Agreement”). Pursuant to the Edwards Employment Agreement and salary increase effective May 1, 2023, Mr. Edwards is paid $250,000 per annum in equal semi-monthly installments of $10,417. Mr. Edwards may also be entitled to additional annual compensation in connection with the Corporation’s incentive compensation plan and to participate in all of the Corporation’s executive level group benefit plans. In addition, Mr. Edwards is entitled to receive RSUs under the PRSU Plan as approved by the Board of Directors.

The Edwards Employment Agreement contains standard confidentiality, waiver of intellectual property and non-competition and non-solicitation provisions from Mr. Edwards in favour of the Corporation. The non-competition and non-solicitation provisions are for periods of 12 months and 24-months, respectively, from the date of termination of the Edwards Employment Agreement.

Pursuant to the Edwards Employment Agreement, Mr. Edwards may terminate his employment at any time and for any reason upon giving 60 days’ written notice to the Corporation. For details with respect to termination and change of control benefits with respect to the Edwards Employment Agreement, see “Termination and Change of Control Benefits” below.

Ray Dupuis

Ray Dupuis was hired as the Chief Financial Officer of the Corporation on September 5, 2017. The Corporation and Mr. Dupuis entered into an employment agreement on January 1, 2021 (the “Dupuis Employment Agreement”). Pursuant to the Dupuis Employment Agreement, Mr. Dupuis is paid $150,000 per annum in equal semi-monthly installments of $6,250. Mr. Dupuis may also be entitled to additional annual compensation in connection with any of the Corporation’s incentive compensation plans and to participate in all of the Corporation’s executive level group benefit plans. In addition, Mr. Dupuis is entitled to receive RSUs pursuant to the PRSU Plan as approved by the Board of Directors.

The Employment Agreement contains standard confidentiality, waiver of intellectual property and noncompetition and non-solicitation provisions from Mr. Dupuis in favour of the Corporation. The noncompetition and non-solicitation provisions are for periods of 12 months and 24-months, respectively, from the date of termination of the Dupuis Employment Agreement.

Pursuant to the Dupuis Employment Agreement, Mr. Dupuis may terminate his employment at any time and for any reason upon giving 60 days’ written notice to the Corporation. For details with respect to termination and change of control benefits with respect to the Dupuis Employment Agreement, see “Termination and Change of Control Benefits” below.

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Dena Mehraban

Dena Mehraban was appointed as General Manager of STEM Animal Health effective May 1, 2023. The Corporation and Mr. Mehraban entered into an employment agreement on July 18th, 2023 (the “Mehraban Employment Agreement”). Pursuant to the Mehraban Employment Agreement, Mr. Mehraban is paid $170,000 per annum in equal semi-monthly installments of $7,083. Mr. Mehraban may also be entitled to additional annual compensation in connection with STEM Animal Health’s incentive compensation plan and to participate in the STEM Animal Health’s group benefit plans.

The Employment Agreement contained standard confidentiality, waiver of intellectual property and noncompetition provisions from Mr. Mehraban in favour of the Corporation. The non-competition provision is for periods of 6 months from the date of termination of the Mehraban Employment Agreement.

Kevin Cole

Kevin Cole was hired as the Chief Executive Officer of STEM Animal Health on October 8th, 2020. The Corporation and Mr. Cole entered into an employment agreement on October 8th, 2020 (the “Cole Employment Agreement”). Pursuant to the Cole Employment Agreement, Mr. Cole was paid $200,000 per annum in equal semi-monthly installments of $8,333. Mr. Cole was also entitled to additional annual compensation in connection with STEM Animal Health’s incentive compensation plan and to participate in all of the STEM Animal Health’s executive level group benefit plans with the exception of the Corporation’s retirement plan. In addition, Mr. Cole was entitled to receive phantom shares in STEM Animal Health entitling him to the equivalent of 5% of the value of STEM Animal Health (the “Company Value”) as detailed below. Starting on the anniversary of his third year of employment, Mr. Cole would have had the right to sell these shares back to the Corporation at a rate of 25% of the initial share award per year. The STEM Animal Health value was calculated as follows:

EBITDA below $2M: Company Value = EBITDA x 0
EBITDA above $2M but below $4M: Company Value = EBITDA x 2
EBITDA above $4M but below $10M: Company Value = EBITDA x 4
EBITDA above $10M: Company Value = EBITDA x 6

The Employment Agreement contained standard confidentiality, waiver of intellectual property and noncompetition and non-solicitation provisions from Mr. Cole in favour of the Corporation. The noncompetition and non-solicitation provisions are for periods of 12 months and 24-months, respectively, from the date of termination of the Cole Employment Agreement.

Mr. Cole departed STEM Animal Health Inc. effective April 17, 2023.

Incentive Plan Awards

Outstanding Share-based and Option based Awards

The following table sets forth all Share-Based Awards, consisting of RSUs, held by the NEOs as at the end of the most recently completed financial year of the Corporation (December 31, 2023). The Corporation does not have any issued and outstanding Option-Based Awards.

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Name	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards

	Number of	Option	Option	Value of	Number of	Market or	Market or payout value of vested Share-Based Awards not paid out or distributed ($)(1)
	securities	exercise	expiration	unexercised	Shares that	payout value
	underlying	price	date	in-the-money	have not	of Share-Based
	unexercised	($)		options ($)	vested	Awards that
	options				(#)	have not
	(#)					vested
						($)(1)

Marc Edwards	Nil	NA	NA	NA	2,675,000	214,000	126,000
RayDupuis	Nil	NA	NA	NA	1,150,000	92,000	128,857
Dena Mehraban(2)	Nil	NA	NA	NA	NA	NA	NA
Kevin Cole(3)	Nil	NA	NA	NA	NA	NA	NA

Notes:

(1) Value is calculated based on the closing market price of the Common Shares on the Exchange on December 31, 2023, which was $0.08 multiplied by the number of RSUs.
(2) Mr. Mehraban was appointed as General Manager of STEM Animal Health effective May 1, 2023.
(3) Mr. Cole departed STEM Animal Health effective April 17, 2023.

The Share-based Awards referenced above consist of RSUs pursuant to the PRSU Plan. For a description of the terms of the PRSU Plan, see “Share-based Awards and Option-based Awards”.

Incentive Plan Awards – Value Vested or Earned During The Year

The following table shows the incentive plan awards value vested during 2023 as well as the annual cash incentive earned for each NEO.

	Share-based Awards -
		Non-equity incentive plan
Name	Value vested during
		compensation

	theyear ($)(1)	- Value earned during theyear($)
Marc Edwards	17,250	Nil
RayDupuis	27,321	Nil
Dena Mehraban(2)	Nil	Nil
Kevin Cole(3)	Nil	Nil

Notes:

(1) The amount represents the aggregate dollar value that would have been realized if the RSUs had been exercised on the vesting date, based on the market price of the Common Shares on the Exchange on the vesting date.

(2) Mr. Mehraban was appointed as General Manager of STEM Animal Health on effective May 1, 2023.
(3) Mr. Cole departed STEM Animal Health effective April 17, 2023.

Narrative Discussion

All Share-based Awards are issued pursuant to the PRSU Plan. For a summary of the PRSU Plan see “ “Share-based Awards and Option-based Awards”.

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Pension Plan, Retirement Plan and Deferred Compensation Benefits

The Corporation does not have a pension plan or deferred compensation plan. The Corporation has a mandatory retirement plan for all employees with the exception of the President & CEO of STEM Animal Health. Under this mandatory retirement plan, the employees have a choice of contributing either 3% of their salaries to the plan with a corresponding Corporation match of 1.5% of such salaries or 5% of their salaries to the plan with a corresponding Corporation match of 4% of such salaries. The Corporation match is done through this company-matching retirement plan and is a contribution to the individual’s own retirement plan.

Termination and Change of Control Benefits

The Edwards Employment Agreement provides that in the event that the Corporation terminates the Edwards Employment Agreement, for any reason other than a termination event, or in the event of a change of control, Mr. Edwards is entitled to an amount equal to the sum of approximately $333,333 as of December 31, 2023, representing six months of salary, plus two months of salary for each completed year of service, and any pro-rata incentive compensation plan entitlement.

The Dupuis Employment Agreement provides that in the event that the Corporation terminates the Dupuis Employment Agreement, for any reason other than a termination event, or in the event of a change of control, Mr. Dupuis is entitled to an amount equal to the sum of approximately $187,500 as of December 31, 2023, representing six months of salary, plus one and one half months of salary for each completed year of service, and any pro-rata incentive compensation plan entitlement.

The Mehraban Employment Agreement provides that in the event that the Corporation terminates the Mehraban Employment Agreement, for any reason other than a termination event, or in the event of a change of control, Mr. Mehraban is entitled to an amount equal to the sum of approximately $42,500 as of December 31, 2023, representing three months of salary.

Director Compensation

The following section sets forth the compensation paid by the Corporation to its directors who were not NEOs during the most recently completed financial year. The compensation paid to Marc Edwards, who was a director during the most recently completed financial year of the Corporation, is set forth above.

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Director Compensation Table

The following table sets out, for each director, compensation earned for the fiscal year ended December 31, 2023.

	Fees earned		Non-equity	Pension value	All other

Name	($)	Share-based	incentive plan	($)	compensation	Total ($)
		Awards ($)(1)
			compensation($)		($)
Georges Morin	10,000	31,534	Nil	Nil	Nil	41,534
Mark Nawacki(2)	Nil	Nil	Nil	Nil	Nil	Nil
Sarah Prichard(2)	Nil	Nil	Nil	Nil	Nil	Nil
Phillip Renaud	13,192	31,534	Nil	Nil	Nil	44,726
Allan Mandelzys(2 )	Nil	Nil	Nil	Nil	Nil	Nil
John Coleman(3)	2,250	Nil	Nil	Nil	Nil	2,250

Notes:

(1) The grant date fair value of these Share-based Awards has been calculated based on the market price of the underlying Common Shares on the Exchange at the grant date.
(2) On March 1, 2023, Mark Nawacki, Sarah Prichard and Allan Mandelzys resigned from the Board of Directors of the Corporation.
(3) On November 8, 2023, John Coleman was appointed to the Board of Directors of the Corporation.

Narrative Discussion

The Share-based Awards referenced above consist of RSUs pursuant to the PRSU Plan. For a description of the terms of the PRSU Plan, see “Share-based Awards and Option-based Awards”.

In addition to RSU awards, compensation to directors is also comprised of quarterly fees of $2,250 for their duties as directors and members of sub-committees. The Chairman of the Board of Directors’ quarterly fees are $3,000. The Chairman of any sub-committee is entitled to an additional $250 per quarter.

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Incentive Plan Awards

The following table sets out, for each director, the unvested Share-based Awards outstanding as at December 31, 2023. The Corporation does not have any issued and outstanding Option-Based Awards.

Name	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards		Share-Based Awards(2)	Share-Based Awards(2)

	Number of	Option	Option	Value of	Number of	Market or	Market or payout value of vested Share-Based Awards not paid out or distributed ($)(1)
	securities	exercise	expiration	unexercised	Shares that	payout value
	underlying	price	date	in-the-money	have not	of Share-Based
	unexercised	($)		options ($)	vested	Awards that
	options				(#)	have not
	(#)					vested
						($)(1)

Georges Morin	Nil	NA	NA	NA	666,666	53,333	33,333
Mark Nawacki(3)	Nil	NA	NA	NA	Nil	Nil	Nil
Sarah Prichard(3)	Nil	NA	NA	NA	Nil	Nil	Nil
PhilipRenaud	Nil	NA	NA	NA	666,666	53,333	89,768
Allan Mandelzys(3)	Nil	NA	NA	NA	Nil	Nil	Nil
John Coleman(4)	Nil	NA	NA	NA	Nil	Nil	Nil

Notes:

(1) Value is calculated based on the closing market price of the Common Shares on the Exchange on December 31, 2023, which was $0.08 multiplied by the number of options.
(2) These share-based awards consist of RSUs only.
(3) On March 1, 2023, Mark Nawacki, Sarah Prichard and Allan Mandelzys resigned from the Board of Directors of the Corporation.
(4) On November 8, 2023, John Coleman was appointed to the Board of Directors of the Corporation.

Incentive Plan Awards – value vested or Earned During the Year

The following table shows the incentive plan awards value vested during 2023 as well as the annual cash incentive earned for each director during 2023.

	Share-based Awards -
		Non-equity incentive plan compensation
Name	Value vested during
		- Value earned during the year ($)

	theyear ($)(1)

Georges Morin	10,000	Nil
Mark Nawacki(2)	Nil	Nil
Sarah Prichard(2)	Nil	Nil
PhilipRenaud	10,000	Nil
Allan Mandelzys(2)	Nil	Nil
John Coleman(3)	Nil	Nil

Notes:

(1) The amount represents the aggregate dollar value that would have been realized if the RSUs had been redeemed on the vesting date, based on the market price of the Common Shares on the Exchange on the vesting date.
(2) On March 1, 2023, Mark Nawacki, Sarah Prichard and Allan Mandelzys resigned from the Board of Directors of the Corporation.
(3) On November 8, 2023, John Coleman was appointed to the Board of Directors of the Corporation.

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Securities Authorized for Issuance Under Equity Compensation Plans

Set forth below is a summary as of December 31, 2023 of all securities to be issued pursuant to the Option Plan and the PRSU Plan.

		Weighted-average	Number of Common Shares
	Number of Common		remaining available for
		exercise price of
	Shares to be issued upon		future issuance under equity
		outstanding
Plan	exercise or redemption of		compensation plans
Category	outstanding options,	options, restricted	(excluding Common Shares
		share units,
	RSUs, warrants and rights		reflected in
		warrants and rights
	(a)		column (a))
		(b)

Equity compensation plans approved bysecurityholders(1)	18,203,177	NA	5,901,665(2) (3)
Equity compensation plans not approved bysecurityholders	Nil	NA	NA
Total	18,203,177	NA	5,901,665

Notes:

(1) The Corporation has two equity plans: the Option Plan and the PRSU Plan. The Corporation does not have any options issued and outstanding.
(2) The maximum number of Common Shares to be issued pursuant to the PRSU Plan is currently limited to 23,720,905, representing 19% of the issued and outstanding Common Shares as of the previous annual and special meeting of shareholders held on May 24, 2023.
(3) The maximum number of Common Shares to be issued pursuant to the Option Plan is currently limited to an 1,148,302 representing 1% of the issued and outstanding Common Shares, as of the previous annual and special meeting of shareholders held on May 25, 2022.

For a summary of the terms of the Option Plan and the PRSU Plan see “Share-based Awards and Optionbased Awards”.

Indebtedness of Directors and Executive Officers

As of the date hereof, none of the directors, executive officers, senior officers, or other members of management or their respective associates or affiliates, of the Corporation, has been indebted to the Corporation or its subsidiaries during or since the last financial year of the Corporation.

Interest of Informed Persons in Material Transactions.

Except as disclosed herein, no informed person of the Corporation and no proposed nominee for election as a director of the Corporation or any associates or affiliates of the foregoing persons has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction material to the Corporation since the commencement of the Corporation’s last financial year.

Management Contracts

There are no management functions of the Corporation which are to any substantial degree performed by a person other than the directors or senior officers of the Corporation.

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Audit Committee

Composition

The Audit Committee of the Corporation is currently comprised of John Coleman, Marc Edwards, Georges Morin and Philip Renaud (Chair). In the view of management of the Corporation, Georges Morin and John Coleman are independent as determined in accordance with NI 52-110. Marc Edwards is not independent as determined in accordance with NI 52-110 because he is the President and CEO of the Corporation. Philip Renaud is not independent as determined in accordance with NI 52-110 because he is a control person of the Corporation. In the view of the management of the Corporation, each member of the Audit Committee is financially literate as determined in accordance with NI 52-110.

Charter

The Charter of the Audit Committee is attached hereto as Schedule A.

Relevant Education and Experience

John Coleman has extensive financial management experience obtained from his current role as President and CEO of Avivo Biomedical Inc. and his previous role as co-founder of Anandia Labs. Marc Edwards holds a degree in finance and an MBA. He has held senior executive and board director roles in private health and technology companies as well as non-profit organizations for over 15 years. Georges Morin has extensive experience serving on the audit committees of various organizations. Philip Renaud has extensive financial management experience obtained from his previous role as Chairman, CEO and President of Redecam Group as well as from his past directorships in publicly traded companies.

Audit Committee Oversight

At no time since the commencement of the Corporation’s financial year ended December 31, 2023 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s financial year ended December 31, 2023 has the Corporation relied on the exemption in section 2.4 of NI 52-110 (De Minimis Non-Audit Services), section 6.1.1(4) of NI 52-110 (Circumstance Affecting the Business or Operations of the Venture Issuer), section 6.1.1(5) of NI 52-110 (Events Outside Control of Member), Section 6.1.1(6) of NI 52-110 (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval of Policies and Procedures

The Audit Committee must pre-approve all non-audit services to be provided to the Corporation or its subsidiaries by its external auditors. The Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve non-audit services, provided that the member(s) report(s) to the Audit Committee at the next scheduled meeting is pre-approved and the member(s) comply with such other procedures as may be established by the Audit Committee from time to time.

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External Auditors Service Fees

During the last two completed financial years of the Corporation, the Corporation has incurred fees from its external auditors as follows:

Service Provider	Year	Audit Fees ($)	Audit Related Fees ($)	Tax Fees ($)	All Other Fees ($)
MNP LLP	2023	77,750	6,073	12,852	Nil
MNP LLP	2022	88,275	7,878	12,626	Nil

The Corporation is relying upon the exemption contained in section 6.1 of NI 52-110 on the basis that it is a venture issuer under that instrument.

Corporate Governance

Board of Directors

The Board of Directors is currently comprised of four directors. The Corporation currently has two independent directors, Georges Morin and John Coleman, as determined in accordance with NI 52-110. Marc Edwards is not an independent director, in accordance with NI 52-110, because he is the President and CEO of the Corporation. Philip Renaud is not an independent director, in accordance with NI 52-110, because he is a control person of the Corporation. The Board of Directors meets on a regular basis, not less than four times per year, with management involved only as necessary. This ensures the independence of the Board of Directors from management.

Directorships

No directors of the Corporation are currently also directors of other reporting issuers.

Orientation and Continuing Education

The Board of Directors is responsible for the orientation and education of all new recruits to the Board of Directors. The Board of Directors encourages the directors to take part in relevant education programs offered by appropriate regulatory bodies.

Ethical Business Conduct

The Board of Directors has enacted a Whistleblower Policy to encourage and promote a corporate culture of ethical business conduct.

Nomination of Directors

The Governance and Nomination Committee is responsible for recruiting and nominating new members to the Board of Directors and planning for the succession of directors. The Governance and Nomination Committee considers the advice and input from all directors regarding the qualifications of potential directors and the specific needs, expertise or vacancies required to be filled among the Board of Directors.

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Corporate Governance

The Governance and Nomination Committee is responsible for developing on behalf of the Corporation, its corporate governance principles to foster a healthy governance culture at the Corporation, including:

(a) the development of, and compliance with, corporate governance policies and procedures;
(b) recruiting and nominating new members to the Board of Directors and planning for the succession of directors;
(c) assessing the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contributions of individual directors; and
(d) orientation and education of all new recruits to the Board of Directors.

Assessments

The Board of Directors is entrusted with the task of assessing its effectiveness as a whole, the committees of the Board of Directors and the contributions of individual directors. The Board of Directors makes recommendations with respect to the effectiveness of the entire Board of Directors, the committees of the Board of Directors and individual members when appropriate.

Compensation

The Compensation Committee’s mandate includes assessing the performance and determining the remuneration of the President and CEO of the Corporation and reviewing the adequacy and form of compensation of directors, based on an assessment of the responsibilities and risks involved in being an effective director. See “Executive Compensation – Compensation Discussion and Analysis”.

Other Board Committees

The Board of Directors has no standing committees other than the Audit Committee, the Compensation Committee and the Governance and Nomination Committee.

For a summary of the functions and responsibilities of the Audit Committee, see “Audit Committee”.

For a summary of the functions and responsibilities of the Compensation Committee, see “Compensation Governance”.

For a summary of the functions and responsibilities of the Governance and Nomination Committee, see “Nomination of Directors” and “Corporate Governance”.

Board Diversity

For the following section, “designated group” means: (i) women; (ii) Aboriginal peoples; (iii) people with disabilities; and (iv) members of visible minorities (collectively, the “designated groups”).

Presently, none of the Corporation’s directors or members of senior management of the Corporation (0%) are Aboriginal peoples or peoples with disabilities, none of the directors of the Corporation (0%) are members of visible minorities and none of the directors of the Corporation (0%) are women. One of the four senior managers of the Corporation (25%) are women and none of the four senior managers of the

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Corporation (0%) are members of visible minorities.

If the Shareholders approve the appointment of the additional director nominated by the Board of Directors, none of the directors of the Corporation (0%) will be a woman.

The Corporation recognizes the benefits of having a diverse Board of Directors and senior management. The Corporation remains receptive to increasing the diversity of its Board of Directors and senior management taking into account the skills, background, experience and knowledge desired at any particular time by the board and its committees.

The Corporation has not adopted a written policy relating to the identification and nomination of members of designated groups for the Board of Directors or senior management positions, it does not consider the representation of the designated groups in identifying and nominating new directors and members of senior management, and it does not support the adoption of quotas or targets regarding representation by the designated groups on the Board of Directors or in senior management positions. All such appointments and renewals are made based on merit, in the context of the skills, experience, independence, knowledge and other qualities which the Corporation as a whole requires to be effective, with due regard for the benefits of diversity (including the level of representation by members of the designated groups).

Effective Date

Unless otherwise indicated herein, the information contained in this Management Information Circular is given as of January 11, 2024 (the “Effective Date”).

The dates by which the Corporation must receive Shareholder proposals for the annual meeting of Shareholders to be held in 2024 is between December 24, 2023 and February 22, 2023. All proposals should be sent by registered mail to the Chief Executive Officer of the Corporation at the address set forth below .

Additional Information

Additional information regarding the Corporation can be found on SEDAR+ (www.sedarplus.ca). Shareholders may contact the Corporation at 290-100 Innovation Drive, Winnipeg, Manitoba, R3T 6G2 Attention: Ray Dupuis, CFO, in order to receive copies of the Corporation’s financial statements and MD&A. Financial information is provided in the Corporation’s comparative financial statements and MD&A for its most recently completed financial year.

Approval of the Directors

The contents and the distribution of this Management Information Circular have been approved by the Board of Directors.

Certificate

The foregoing contains no untrue statement of a material fact 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 the light of the circumstances in which it was made.

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DATED this 11[th] day of January, 2024.

KANE BIOTECH INC.

“Philip Renaud”

Per:

Philip Renaud Chairman

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SCHEDULE A

KANE BIOTECH INC. AUDIT COMMITTEE CHARTER

Role and Objective

The Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Kane Biotech Inc. (“Kane Biotech”) to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee are as follows:

To assist directors in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of Kane Biotech and related matters;
To provide effective communication between directors and external auditors;
To enhance the external auditors’ independence; and
To increase the credibility and objectivity of financial reports.

Membership of Committee

The Committee shall be comprised of at least three (3) directors of Kane Biotech. At least two of the directors on the Committee shall be “independent” as such term is used in National Instrument 52110 – Audit Committees.
The Board shall have the power to appoint the Committee Chairman.

Meetings

At all meetings of the Committee every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.
A quorum for meetings of the Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing the Board.
Meetings of the Committee should be scheduled to take place at least four times per year. Minutes of all meetings of the Committee shall be taken.
The Committee shall forthwith report the results of meetings and reviews undertaken and any associated recommendations to the Board.

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The Committee shall meet with the external auditors at least once per year (in connection with the preparation of the yearend financial statements) and at such other times as the external auditors and the Committee consider appropriate.

Mandate and Responsibilities of Committee

It is the responsibility of the Committee to oversee the work of the external auditors, including resolution of disagreements between management and the external auditors regarding financial reporting.
It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to Kane Biotech’s internal control system:
identifying, monitoring and mitigating business risks; and
ensuring compliance with legal, ethical and regulatory requirements.
It is a responsibility of the Committee to review the annual financial statements of Kane Biotech prior to their submission to the Board for approval. The process should include but not be limited to:
reviewing changes in accounting principles, or in their application, which may have a material
impact on the current or future years’ financial statements;
reviewing significant accruals or other estimates such as the ceiling test calculation;
reviewing accounting treatment of unusual or non-recurring transactions;
ascertaining compliance with covenants under loan agreements;
reviewing disclosure requirements for commitments and contingencies;
reviewing adjustments raised by the external auditors, whether or not included in the financial
statements;
reviewing unresolved differences between management and the external auditors; and
obtaining explanations of significant variances within comparative reporting periods.
The Committee is to review the financial statements (and make a recommendation to the Board with respect to their approval), prospectuses, management discussion and analysis and all public disclosure containing audited or unaudited financial information before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of Kane Biotech’s disclosure of all other financial information and shall periodically access the accuracy of those procedures.
With respect to the appointment of external auditors by the Board, the Committee shall:

recommend to the Board the appointment of the external auditors;
recommend to the Board the terms of engagement of the external auditors, including
the compensation of the external auditors and a confirmation that the external auditors shall report directly to the Committee; and

• when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.

The Committee shall review with external auditors (and the internal auditor if one is appointed by Kane Biotech) their assessment of the internal controls of Kane Biotech, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of Kane Biotech and its subsidiaries.
The Committee must pre-approve all non-audit services to be provided to Kane Biotech or its subsidiaries by the external auditors. The Committee may delegate to one or more members the authority to pre-approve non-audit services, provided that the member(s) report to the Committee at the next scheduled meeting such pre-approval and the member(s) comply with such other procedures as may be established by the Committee from time to time.
The Committee shall review risk management policies and procedures of Kane Biotech (i.e. hedging, litigation and insurance).
The Committee shall establish a procedure for:
the receipt, retention and treatment of complaints received by Kane Biotech
regarding accounting, internal accounting controls or auditing matters; and
the confidential, anonymous submission by employees and agents of Kane Biotech of
concerns regarding questionable accounting or auditing matters.
The Committee shall review and approve Kane Biotech’s hiring policies regarding employees and former employees of the present and former external auditors of Kane Biotech.
The Committee shall have the authority to investigate any financial activity of Kane Biotech. All employees and agents of Kane Biotech are to cooperate as requested by the Committee.
The Committee may retain any person having special expertise and/or obtain independent professional advice to assist in satisfying their responsibilities at the expense of Kane Biotech without any further approval of the Board.

AI assistant

Kane Biotech Inc. — Proxy Solicitation & Information Statement 2024

45287_rns_2024-01-29_71b132b0-f72e-42aa-a5e8-77a70423306a.pdf

KANE BIOTECH INC.

Management Information Circular

and

Notice of Special Meeting of Shareholders

January 11, 2024

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on February 20, 2024

To the Shareholders,

BY ORDER OF THE BOARD OF DIRECTORS

Special Meeting of Shareholders of Kane Biotech Inc.

To Be Held on February 20, 2024

Management Information Circular

Solicitation of Proxies

Appointment and Revocation of Proxies

Record Date, Voting Shares and Principal Holders Thereof

Voting by Non-Registered Shareholders

Voting of Proxies

Interest of Certain Persons or Companies in Matters to be Acted Upon

Business of the Meeting

1. Election of Director

Notes:

2. Other Business

Executive Compensation

Compensation Discussion and Analysis

Share-based Awards and Option-based Awards

PRSU Plan

Option Plan

Compensation Governance

Executive Compensation-Related Fees

Summary Compensation Table

Notes:

Narrative Discussion

Marc Edwards

Ray Dupuis

Dena Mehraban

Kevin Cole

Incentive Plan Awards

Outstanding Share-based and Option based Awards

Notes:

Incentive Plan Awards – Value Vested or Earned During The Year

Notes:

Narrative Discussion

Pension Plan, Retirement Plan and Deferred Compensation Benefits

Termination and Change of Control Benefits

Director Compensation

Director Compensation Table

Notes:

Narrative Discussion

Incentive Plan Awards

Notes:

Incentive Plan Awards – value vested or Earned During the Year

Notes:

Securities Authorized for Issuance Under Equity Compensation Plans

Notes:

Indebtedness of Directors and Executive Officers

Interest of Informed Persons in Material Transactions.

Management Contracts

Audit Committee

Composition

Charter

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval of Policies and Procedures

External Auditors Service Fees

Corporate Governance

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Corporate Governance

Assessments

Compensation

Other Board Committees

Board Diversity

Effective Date

Kane Biotech Inc. Proxy Solicitation & Information Statement 2024