NurExone Biologic Inc — Proxy Solicitation & Information Statement 2025

May 28, 2025

NUREXONE BIOLOGIC INC.

Suite 801-1 Adelaide Street East, Toronto, ON M5C 2V9

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the shareholders of NurExone Biologic Inc. (the “Company”) will be held at the offices of Garfinkle Biderman LLP (Suite 801-1 Adelaide St. E, Toronto, ON M5C 2V9), on June 18, 2025, beginning at 2:00 p.m. (Toronto time) for the following purposes:

1. to place before the Meeting the audited financial statements of the Company for the fiscal year ended December 31, 2024, and the accompanying report of the auditors thereon;
2. to set the number of directors for the ensuing year at five;
3. to authorize the board of directors of the Company (the “Board”) to set the number of directors from time to time within the minimum and maximum number of directors set forth in the articles of the Company in accordance with Section 125(3) of the Business Corporations Act (Ontario) and to authorize an amendment to the articles of the Company (the “Articles”) by removing the provision restricting the number of directors that can be appointed in between annual general meetings by the Board;
4. to elect Yoram Drucker, Lior Shaltiel, Gadi Riesenfeld, James (Jay) Richardson and Oded Orgil as directors of the Company to hold office until the next annual meeting of the Company, or until their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company’s constating documents;
5. to re-appoint Ziv Haft, CPA (Isr.), a BDO member firm, as the auditors of the Company for the Company’s fiscal year ending December 31, 2025, with remuneration to be fixed by the Board;
6. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders to ratify, confirm, and approve the amended and restated omnibus plan, as more particularly described in the management information circular dated May 12, 2025 (the “Circular”);
7. to consider and, if thought advisable, to pass, with or without variation, a special resolution approving an amendment to the Articles by removing the provision restricting transfers of securities of the Company, and to ratify, confirm, and approve any and all prior trades of securities in the capital of the Company as more particularly described in the Circular; and
8. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The Circular accompanying this notice of Meeting (the “Notice”) provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice. The Board has fixed May 12, 2025, as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to Computershare Investor Services Inc. (“Computershare”): (a) by mail to 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (b) logging on to www.investorvote.com and entering your control number as instructed on the login page; (c) calling to vote using the telephone at 1-866-732-VOTE (8683) Toll Free; or (d) faxing the completed form of proxy to 416-263-9524. A completed proxy must be received at Computershare no later than 2:00 p.m. (Toronto time) on June 16, 2025, or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adjournment of the Meeting. Late proxies may be accepted or rejected by the chairman of the Meeting in their discretion, and the chairman is under no obligation to accept or reject any particular late proxies.

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If you are a non-registered shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario, 12th day of May 2025.

By Order of the Board of Directors of

NUREXONE BIOLOGIC INC.

/s/ "Yoram Drucker"

Yoram Drucker

Chairman of the Board of Directors

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.