Khiron Life Sciences Corp. — Proxy Solicitation & Information Statement 2020

Aug 19, 2020

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Khiron Life Sciences Corp.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting September 10, 2020 at 9:30 a.m. (EDT) Hilton Toronto (Toronto III Ballroom), 145 Richmond Street West, Toronto ON M5H 2L2 (the “Meeting”)

RECORD DATE: August 4, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: September 8, 2020 at 9:30 a.m. (EDT)

VOTING METHOD

FILING DEADLINE FOR PROXY:September 8, 2020 at 9:30 a.m. (EDT)	FILING DEADLINE FOR PROXY:September 8, 2020 at 9:30 a.m. (EDT)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company301 - 100 Adelaide Street WestToronto,Ontario,M5H 4H1

The undersigned hereby appoints Alvaro Torres , whom failing Livia Maduri or failing both of them Wendy Kaufman (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

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

- SEE VOTING GUIDELINES ON REVERSE -

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

1. Number of Directors	1. Number of Directors	1. Number of Directors	FOR	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
To Set the Number of Directors at five (5).
2. Election of Directors			FOR						WITHHOLD
	a)Chris Naprawa
	b)Deborah Rosati
	c)Vicente Fox
	d)Alvaro Torres
	e)Alvaro Yanez
3. Appointment of Auditor			FOR						WITHHOLD
To appointBDO Canada LLPas auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration.
4. Approval of the Amended and Restated Stock Option Plan by Ordinary Resolution			FOR						AGAINST
BE IT RESOLVED, as an ordinary resolution, that: a. The Company’s amended and restated stock option plan is approved; b. The Board of Directors
be authorized on behalf of the Company to make any further amendments to the amended and restated stock option plan as may be required byregulatory authorities, without further approval of the shareholders of the Company, in order to ensure adoption of the amended and restated stockoption plan; c. The Company file the amended and restated stock option plan with the TSX Venture Exchange for acceptance; and d. Any one directoror officer of the Company is authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instrumentsand assurances as in his opinion may be necessary or desirable to give effect to this resolution.
5. Approval of Amended and Restated RSU Plan by Ordinary Resolution of Disinterested Shareholders			FOR						AGAINST
BE IT RESOLVED, as an ordinary resolution, that: a. The Company’s amended and restated restricted share unit plan is approved;
b. The Board of Directors be authorized on behalf of the Company to make any further amendments to the amended and restated restricted share unitplan as may be required by regulatory authorities, without further approval of the shareholders of the Company, in order to ensure adoption of theamended and restated restricted share unit plan; c. The Company file the amended and restated restricted share unit plan with the TSX VentureExchange for acceptance; and d. Any one director or officer of the Company is authorized and directed to do all such acts and things and to executeand deliver all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution.
		Signature of registered owner(s) Date (MM/DD/YYYY)

PLEASE PRINT NAME

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

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Proxy Voting – Guidelines and Conditions

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

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

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

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

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

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

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

 [Annual Financial Statements with MD&A ]

 [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

 Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en

Khiron Life Sciences Corp. 2020

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

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

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

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com

VANCOUVER CALGARY TORONTO MONTRÉAL

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