LSL Pharma Group Inc. — Proxy Solicitation & Information Statement 2024

Jun 6, 2024

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT PROXY CIRCULAR

LSL PHARMA GROUP INC. Listed on the TSXV under the symbol “LSL”

==> picture [142 x 88] intentionally omitted <==

This information is provided with respect to the solicitation by the management of LSL Pharma Group Inc. (the “Corporation”) of proxies to be used at the annual and special meeting of shareholders of the Corporation to be held on June 28, 2024, at 10:00 a.m. (Eastern Time) at 1250 René-Lévesque Blvd. West, 20[th] Floor, Montréal, Québec, H3B 4W8, by conference call and online by webcast. To instantly join the conference call by phone, please use the following link to easily register close to the call start time. After registering, the system will call you instantly and connect you into the conference call automatically: https://emportal.ink/3wN8TXe. Alternatively, you may dial in to the conference call by calling 1-888-6646392 or 416-764-8659 and you will be connected to the call by an operator. You may also stream the call by webcast by following this link: https://app.webinar.net/wDdB9RDo2YQ.

DATED MAY 28, 2024

TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT PROXY CIRCULAR

Solicitation of Proxies

Appointment and Revocation of Proxies Questions and Answers on Proxy Voting Validity of a Proxy Voting by Proxy and Exercise of the Discretionary Authority Notice to Beneficial Shareholders or Non-Registered Shareholders Securities Having a Right to Vote and Principal Holders

Ownership of the Corporation’s Shares

Interest of Certain Persons in Matters to be Acted Upon Compensation of Directors and Named Executives Officers Directors and Named Executive Officers Compensation Stock Option Plan Employment, Consulting and Management Contracts Pension Plan Compensation Analysis Interest of Management and Certain Relationships in Material Transactions Indebtedness of Officers and Directors to the Corporation Directors and Officers Insurance Matters to be Acted Upon at the Meeting

Presentation and Receipt of the Annual Financial Statements Election of Directors Appointment of Auditors Approval of Stock Option Plan Audit Committee Corporate Governance Committee Additional Information Board of Directors’ Approval Schedule A - Statement of Corporate Governance Practices Schedule B - Audit Committee Charter

PROXY FORM

LSL PHARMA GROUP INC.

==> picture [142 x 87] intentionally omitted <==

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an annual and special meeting of the holders of Class A shares (the “ Common Shares ”) of LSL Pharma Group Inc. (the “ Corporation ”) will be held on June 28, 2024, at 10:00 a.m. (Eastern Time) (the “ Meeting ”) at 1250 René-Lévesque Blvd. West, 20[th] Floor, Montréal, Québec, H3B 4W8, by conference call and online by webcast. To instantly join the conference call by phone, please use the following link to easily register close to the call start time. After registering, the system will call you instantly and connect you into the conference call automatically: https://emportal.ink/3wN8TXe. Alternatively, you may dial in to the conference call by calling 1-888-6646392 or 416-764-8659 and you will be connected to the call by an operator. You may also stream the call by webcast by following this link: https://app.webinar.net/wDdB9RDo2YQ. The Meeting will be held for the following purposes:

1. To receive the annual financial statements for the fiscal year ended December 31, 2023, together with the auditors’ report thereon;

2. To elect the directors of the Corporation for the ensuing year;

3. To appoint the auditors of the Corporation and authorize the directors to fix their remuneration;

4. To approve the rolling Stock Option Plan of the Corporation;

5. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Management Proxy Circular and the proxy form (the “ Proxy ”) are appended hereto and, as such, form an integral part of this Notice.

Shareholders may exercise their rights by attending the Meeting or by completing the Proxy. If you are unable to attend the Meeting, please complete and sign the appended Proxy and return it promptly in the envelope provided for that purpose. Your shares will be voted in accordance with the instructions you have given in the proxy. Please note that the proxy will not be valid until it has been deposited at the offices of TSX Trust Company (“ TSX Trust ”), at the Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada, or at 1700-1190 Avenue des Canadiens-de-Montréal, Montréal, Québec, H3B 0G7, Canada, no later than forty-eight (48) business hours preceding the Meeting or any adjournment thereof, unless it is delivered to the Chairman of the Meeting before the commencement of the Meeting or adjournment. A person appointed as proxyholder need not be a shareholder of the Corporation.

Notice is also hereby given that the Corporation’s Board of Directors has fixed the record date for the Meeting at the close of business on May 22, 2024 (the “ Record Date ”). Only holders of Common Shares as of the Record Date will be entitled to receive notice of the Meeting. Shareholders at the Record Date will be entitled to vote their shares at the Meeting, unless any such shareholder transfers his/her shares after the Record Date, in which case the transferee of such shares will be entitled to vote such shares at the Meeting if the transferee establishes that he owns said shares and requests, no later than ten (10) days prior to the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting.

Signed in Boucherville, Québec, May 28, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) François Roberge François Roberge, Chairman, President and Chief Executive Officer

Attachments : Management Proxy Circular Proxy Reply Envelop