Pacgen Life Science Corporation

IMPORTANT INFORMATION FOR SHAREHOLDERS

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NOTICE OF MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

for the Annual General and Special Meeting of the shareholders of Pacgen Life Science Corporation (“ Pacgen ”) to be held on September 15, 2020 via live audio webcast online at = https://zoom.us/j/99895257835?pwd K2xpSEVQbElRd2M4NmdxOGFwNnR4dz09 (Meeting ID: 998 9525 7835, Passcode: 671114)

relating to a Plan of Arrangement (the “Arrangement”) involving Pacgen, General Biologicals Corporation and certain Pacgen Shareholders

Recommendation to Shareholders

The Board of Directors of Pacgen unanimously recommends that the shareholders of Pacgen vote in favour of the Arrangement. These materials are important and require your immediate attention. They require shareholders of Pacgen to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors.

August 17, 2020

INVITATION TO SHAREHOLDERS ......................................................................................................................... 1 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ......................................... 3 INFORMATION CIRCULAR ...................................................................................................................................... 5 VOTING AND PROXIES ............................................................................................................................................. 5 ANNUAL BUSINESS ................................................................................................................................................ 10 Receive the Financial Statements ........................................................................................................................... 10 Election of Directors ............................................................................................................................................... 10 Appointment and Remuneration of Auditors .......................................................................................................... 12 Re-Approval of the 10% Rolling Stock Option Plan .............................................................................................. 12 INFORMATION CONCERNING THE ARRANGEMENT ...................................................................................... 13 General.................................................................................................................................................................... 13 Defined Terms ........................................................................................................................................................ 14 Background to the Arrangement ............................................................................................................................. 14 Effect and Details of the Arrangement ................................................................................................................... 15 Effective Date ......................................................................................................................................................... 15 Principal Steps of the Arrangement ........................................................................................................................ 16 Recommendation of the Special Committee ........................................................................................................... 16 Recommendation of the Pacgen Board ................................................................................................................... 17 Fairness Opinion ..................................................................................................................................................... 17 Reasons for the Arrangement ................................................................................................................................. 18 Interests of Certain Persons in the Arrangement .................................................................................................... 19 Termination Payments ............................................................................................................................................ 19 Voting Agreements ................................................................................................................................................. 19 The Arrangement Agreement ................................................................................................................................. 20 Payment of Consideration ....................................................................................................................................... 26 Dissent Rights in Respect of the Arrangement ....................................................................................................... 27 Risks Associated with the Arrangement ................................................................................................................. 28 Securities Law Considerations ................................................................................................................................ 28 Certain Canadian Federal Income Tax Considerations ........................................................................................... 29 STATEMENT OF EXECUTIVE COMPENSATION ................................................................................................ 33 Composition and Responsibilities of the Compensation Committee ...................................................................... 33 Compensation Discussion and Analysis ................................................................................................................. 33 Summary Compensation Table (Excluding Compensation Securities) .................................................................. 34 Pension Plan Awards .............................................................................................................................................. 34 Termination and Change of Control Benefits ......................................................................................................... 35 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ........................... 36 OTHER INFORMATION ........................................................................................................................................... 37 Indebtedness of Directors and Executive Officers .................................................................................................. 37 Interest of Certain Persons in Matters to be Acted Upon ........................................................................................ 37 Interest of Informed Persons in Material Transactions ........................................................................................... 37 Corporate Governance Practices ............................................................................................................................. 37 Additional Information ........................................................................................................................................... 37

APPROVAL OF CIRCULAR ..................................................................................................................................... 39 Schedule A GLOSSARY OF DEFINED TERMS ................................................................................................... A-1 Schedule B ARRANGEMENT RESOLUTION ....................................................................................................... B-1 Schedule C PLAN OF ARRANGEMENT ................................................................................................................ C-1 Schedule D EVANS & EVANS FAIRNESS OPINION .......................................................................................... D-1 Schedule E CONSENT OF EVANS & EVANS, INC. ............................................................................................. E-1 Schedule F INTERIM ORDER ................................................................................................................................. F-1 Schedule G NOTICE OF HEARING FOR PETITION OF FINAL ORDER .......................................................... G-1 Schedule H DISSENT PROVISIONS OF THE BCBCA ......................................................................................... H-1 Schedule I CORPORATE GOVERNANCE PRACTICES ........................................................................................ I-1 Schedule J AUDIT COMMITTEE MANDATE ........................................................................................................ J-1

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August 17, 2020

INVITATION TO SHAREHOLDERS

On behalf of the Board of Directors (the “ Board ”) of Pacgen Life Science Corporation (“ Pacgen ”), I would like to invite you to join us at our Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Pacgen (the “ Pacgen Shareholders ”). The Meeting will be held on September 15, 2020 at 9:00 a.m. (Vancouver Time) via live audio webcast online at https://zoom.us/j/99895257835?pwd=K2xpSEVQbElRd2M4NmdxOGFwNnR4dz09 (Meeting ID: 998 9525 7835, Passcode: 671114). To join the Meeting, we recommend clicking the link at least ten minutes before the Meeting is due to start.

In addition to the consideration of routine annual matters, the purpose of the Meeting is to seek the approval of Pacgen Shareholders for a statutory arrangement (the “ Arrangement ”) under section 288 of the Business Corporations Act (British Columbia), pursuant to which General Biologicals Corporation (“ GBC ” or the “ Buyer ”) will acquire all of the issued and outstanding common shares (“ Common Shares ”) of Pacgen, other than Common Shares held by the Buyer and its joint actors (the “ Continuing Shareholders ”), for all cash consideration of $0.0275 per share (the “ Cash Purchase Price ”). The Arrangement will be completed in accordance with the terms and conditions of an arrangement agreement dated July 6, 2020 (the “ Arrangement Agreement ”) among Pacgen, the Buyer and the Continuing Shareholders.

In order for the Arrangement to be approved, the resolution in respect of the Arrangement must be approved by (i) at least 66⅔% of the votes cast by Pacgen Shareholders present in person or represented by proxy at the Meeting and (ii) a simple majority of the votes cast by Pacgen Shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by all Pacgen Shareholders whose votes are required to be excluded for such purpose pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (including the Buyer and the Continuing Shareholders) (the “ Required Shareholder Approval ”).

After careful consideration, the board of directors of Pacgen (the “ Pacgen Board ”) has determined that the Arrangement is fair to Pacgen Shareholders and recommends that Pacgen Shareholders vote in favour of the Arrangement. This recommendation is based on the following among other factors:

(i) Recommendation of the Special Committee : The Special Committee (as defined below) has recommended that the Pacgen Board approve the Arrangement Agreement and recommend that Pacgen Shareholders vote in favour of the special resolution approving the Arrangement;
(ii) Fairness Opinion : A fairness opinion from Evans & Evans, Inc. that, as of the date the Arrangement Agreement, and based on and subject to the analysis, assumptions, limitations and qualifications set forth therein, the Arrangement is fair, from a financial point, to Pacgen Shareholders other than GBC and the Continuing Shareholders;
(iii) Significant Premium : The Cash Purchase Price represents a premium of approximately 83.3% over the closing price of $0.015 per Common Share on the TSX Venture Exchange (“ TSX-V ”) ending on the last trading day immediately preceding the announcement of the Arrangement and a premium of approximately 81.8% over the volume weighted average trading price of $0.0151 per Common Share on the TSX-V for the 30-trading days ending on the last trading day immediately preceding the announcement of the Arrangement;
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(iv) Lack of Liquidity : The consideration payable to Pacgen Shareholders will be paid entirely in cash, providing certainty of value and immediate liquidity to Pacgen Shareholders and alleviating the risk and uncertainty Pacgen Shareholders have faced as a result of a lack of trading liquidity;
(v) Financial Condition of the Company : The financial constraints facing Pacgen given its current and historical financial condition, near-term funding requirements, liquidity and results of operations, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and pursuing those alternatives in light of current market conditions and the Company’s financial position;
(vi) Uncertainty Related to COVID - 19 : The economic, political and social impact of the COVID-19 may impact the ability of the Company to execute on its business plan;
(vii) Ability to Accept Superior Proposal : The fact that that the Arrangement Agreement provides the Pacgen Board the ability to consider alternative transactions and, in certain circumstances, terminate the Arrangement Agreement and enter into an agreement with respect to a superior proposal (subject to payment of a termination fee);
(viii) Required Shareholder Approval : Completion of the Arrangement is subject to obtaining the Required Shareholder Approval at the Meeting;
(ix) Court Approval : The Arrangement must be approved by the Supreme Court of British Columbia, which will consider among other things the fairness of the Arrangement to Pacgen Shareholders;
(x) Deal Certainty : There are no material regulatory issues which are expected to arise in connection with the Arrangement that would prevent its completion, and all required regulatory approvals are expected to be obtained; and
(xi) Dissent Rights : Registered holders of Common Shares have been granted dissent rights in respect of the Arrangement.

The accompanying Information Circular contains information in connection to our routine annual matters as well as a detailed description of the Arrangement. Please give this material your careful consideration and if you require assistance, consult with your financial, legal and other professional advisors. The Information Circular also includes detailed information about the process for attending and voting your Common Shares at the Meeting. Your vote is important, and you are urged to submit your proxy well in advance of the voting deadline in order to have your voice heard.

This year, in response to the global COVID-19 pandemic, the Company will be convening and conducting a virtual meeting. The decision to conduct a virtual meeting was made with the health and safety of the Company’s shareholders and employees, and the broader community, in mind. Registered shareholders (who have not appointed a proxyholder) and duly appointed proxyholders (including non-registered shareholders who appoint themselves as proxyholders) will be able to virtually attend the Meeting, vote and ask questions, all in “real-time”, provided they are connected to the Internet. Non-registered shareholders who have not properly appointed themselves as proxyholder will be able to attend the Meeting as guests, but will not be able to vote or ask questions. Non-registered shareholders who wish to vote and ask questions at the Meeting must appoint themselves as proxyholder and register with our transfer agent as described in the accompanying Information Circular.

Sincerely, Chung Yu Wang

Chairman of the Board of Directors Pacgen Life Science Corporation

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PACGEN LIFE SCIENCE CORPORATION

Suite 1500, 701 West Georgia Street Vancouver, British Columbia, Canada, V7Y 1C6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Pacgen Life Science Corporation (the “ Company ”) will be held on September 15, 2020 at 9:00 am (Vancouver Time), for the following purposes:

(1) to receive the financial statements of the Company for the fiscal years ended March 31, 2019 and March 31, 2020 and, in each case, the report of the auditors thereon;
(2) to elect the directors of the Company to hold office until their successors are elected at the next annual meeting of the Company;
(3) to appoint the auditors of the Company to hold office until the next annual meeting of the Company and to authorize the directors to fix the remuneration to be paid to the auditors;
(4) to re-approve the Company’s 10% rolling stock option plan;
(5) to consider and, if deemed, advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Schedule B to the accompanying management information circular (the “ Information Circular ”) of the Company dated August 17, 2020, to approve an arrangement (the “ Arrangement ”) pursuant to a plan of arrangement under section 288 of the Business Corporations Act (British Columbia), pursuant to which General Biologics Corporation (the “ Buyer ”) will acquire all of the issued and outstanding common shares of the Company not already owned by the Buyer and its joint actors, all as more particularly described in the Information Circular; and
(6) to transact such other business as may properly be brought before the Meeting.

Further information regarding the matters to be considered at the Meeting is set out in the Information Circular.

The directors of the Company have fixed the close of business on August 12, 2020 as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting.

Registered shareholders (who have not appointed a proxyholder) and duly appointed proxyholders (including non-registered shareholders who appoint themselves as proxyholders) will be able to virtually attend the Meeting, vote and ask questions, all in “real-time”, provided they are connected to the Internet. Non-registered shareholders who have not properly appointed themselves as proxyholder will be able to attend the Meeting as guests, but will not be able to vote or ask questions. Non-registered shareholders who wish to vote and ask questions at the Meeting must appoint themselves as proxyholder and register with our transfer agent as described in the Information Circular.

Pacgen Shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting whether or not they are able to attend personally. To be effective, forms of proxy must be received by Computershare Trust Company of Canada, 510 Burrard Street, 3[rd] Floor, Vancouver, British Columbia, Canada, V6C 3B9 no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof.

All non-registered shareholders who receive these materials through a broker or other intermediary should complete and return the materials in accordance with the instructions provided to them by such broker or intermediary.

DATED at Vancouver, British Columbia, as of this 17[th] day of August, 2020.

By Order of the Board of Directors

(signed) “ Chung Yu Wang ”

Chung Yu Wang Chairman of the Board of Directors

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PACGEN LIFE SCIENCE CORPORATION

Suite 1500, 701 West Georgia Street Vancouver, British Columbia, Canada, V7Y 1C6

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

Unless otherwise provided, the information herein is given as of August 17, 2020.

VOTING AND PROXIES

Solicitation of Proxies

This information circular (this “Information Circular”) is furnished to the shareholders (the “Pacgen Shareholders”) of Pacgen Life Science Corporation (the “Company” or “Pacgen”) in connection with the solicitation of proxies for use at the Annual General and Special Meeting of the Company to be held on September 15, 2020 at 9:00 am (Vancouver Time) (the “Meeting”) by management of the Company. The solicitation will be primarily by mail; however, proxies may also be solicited personally or by telephone by the directors, officers or employees of the Company. The Company may also pay brokers or other persons holding common shares of the Company (“Common Shares”) in their own names or in the names of nominees for their reasonable expenses of sending proxies and proxy materials to beneficial shareholders for the purposes of obtaining their proxies. The costs of this solicitation are being borne by the Company. Pacgen Shareholders who have given a proxy pursuant to this solicitation may revoke it as to any matter on which a vote has not already been cast pursuant to its authority in writing in such manner specified in the section “Revoking a Proxy” below.

What will be voted on at the Meeting?

Pacgen Shareholders will be voting on those matters that are described in the accompanying Notice. The Notice includes all the matters to be presented at the Meeting that are presently known to management. Unless otherwise set out in the Notice, a simple majority (that is, greater than 50%) of the votes cast, in person or by proxy, will constitute approval of these matters.

Who is entitled to vote?

Only a registered holder of Common Shares (“ Registered Shareholders ”) at the close of business on August 12, 2020 (the “ Record Date ”) is entitled to receive notice of and vote at the Meeting or at any adjournment or postponement thereof. Each Registered Shareholder has one vote for each Common Share held at the close of business on the Record Date.

Voting Shares and Principal Holders Thereof

As of the date hereof, there are 64,815,969 Common Shares issued and outstanding. Each Common Share carries the right to one vote on any matter properly coming before the Meeting or any adjournment or postponement thereof. To

the knowledge of the directors and executive officers of the Company, the following shareholders beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares.

Name and Address	Ownership
	Number of Shares	Percentage
General Biologicals Corporation
No. 6, Innovation First Road, Science Based Industrial Park
Hsinchu, 30077,Taiwan	9,621,567 (1)	14.84%
Mr. Tsong Chin Lin
No. 6, Innovation First Road, Science Based Industrial Park
Hsinchu, 30077,Taiwan	10,738,134(2)	16.57%
Ms. Christina Yip
Suite 1500, 701 West Georgia Street
Vancouver,British Columbia,Canada V7Y 1C6	7,162,821	11.05%

Note:

(1) GBC directly owns 4,166,667 Common Shares and indirectly owns 5,454,900 Common Shares held by its wholly-owned subsidiary, CurieMed Corporation.
(2) As Chairman of GBC, Mr. Lin exercises control and direction over the 9,621,567 Common Shares directly and indirectly owned by GBC. In addition to the 9,621,567 Common Shares directly and indirectly owned by GBC, Mr. Lin directly owns 1,116,567 Common Shares.

Can I vote Common Shares that I acquired after the Record Date?

You may not vote Common Shares acquired after the Record Date. The Business Corporations Act (British Columbia) (the “ BCBCA ”) states that only a shareholder whose name is on the list of shareholders as at the Record Date is entitled to vote at the Meeting.

Voting Instructions for Registered Shareholders

If you are a Registered Shareholder, there are two ways in which you can vote your Common Shares. You can either vote in person at the Meeting or you can vote by proxy.

Voting in Person

Registered Shareholders who wish to attend the Meeting and vote their Common Shares in person should not complete a proxy form. If you choose to attend the Meeting in person, your vote will be taken and counted at the Meeting.

The Company will hold the virtual meeting via live audio webcast online, using the online Zoom platform, at https://zoom.us/j/99895257835?pwd=K2xpSEVQbElRd2M4NmdxOGFwNnR4dz09 (Meeting ID: 998 9525 7835, Passcode: 671114). To join the Meeting, we recommend clicking the provided link at least ten minutes before the Meeting is due to start.

Notwithstanding that Registered Shareholders will be able to vote their Common Shares in person, Registered Shareholders are strongly encouraged to vote their Common Shares by proxy in order to ensure that their votes are counted in the event they are unable to connect to the Internet.

Voting by Proxy

If you do not plan on attending the Meeting, you can have your vote counted by appointing someone who will attend the Meeting as your proxyholder. In the proxy, you can either direct your proxyholder how you want your Common Shares to be voted or let your proxyholder choose for you.

What is a Proxy?

A proxy is a document that authorizes someone to attend a meeting of shareholder and cast votes on behalf of a registered shareholder. Registered Shareholders are being sent a form of proxy for the Meeting permitting them to appoint a person to attend and act as proxyholder at the Meeting. Registered Shareholders may use the enclosed form of proxy or any other valid proxy form to appoint a proxyholder. The enclosed form of proxy authorizes the proxyholder to vote and otherwise act for you at the Meeting including any continuation after adjournment of the Meeting.

Appointing a Proxyholder

Your proxyholder is the person you appoint and name on the proxy form to cast your votes for you. You can choose anyone you want to be your proxyholder. It does not have to be another shareholder.

If you leave the space on the proxy form blank, Ms. Christina Yip or, failing her, Ms. Andrea Chan, both of whom are named in the form, will be appointed to act as your proxyholder. Ms. Yip is the Director, President and Chief Executive Officer of the Company. Ms. Chan is the Interim Chief Financial Officer and Corporate Secretary of the Company.

For the proxy to be valid, it must be completed, dated and signed by the holder of Common Shares or the holder’s attorney authorized in writing and then delivered to the Company’s transfer agent, Computershare Trust Company of Canada, in the envelope provided, 510 Burrard Street, 3[rd] Floor, Vancouver, British Columbia, Canada, V6C 3B9 or by fax to (604) 661-9401 and received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment thereof . You may also appoint a proxy online by visiting the website www.investorvote.com or by telephone by calling 1 866 732-VOTE (8683). In order to appoint a proxy online or by telephone, you will need to use the control number on your proxy card and carefully follow the instructions.

Exercise of Discretion by Proxies

If you have specified on the proxy form how you want to vote on a particular issue (by marking FOR, AGAINST, or WITHHOLD), then your proxyholder must vote your Common Shares in accordance with your instructions.

If you have not specified how to vote on a particular issue, then your proxyholder can vote your Common Shares as they see fit. However, if you have not specified how to vote on a particular issue and Ms. Yip or Ms. Chan has been appointed as proxyholder, your Common Shares will be voted IN FAVOUR of that issue. For more information on these issues, see “Business of the Meeting”.

The enclosed form of proxy confers discretionary authority upon the proxyholder you name with respect to amendments or variations to the matters identified in the accompanying Notice and other matters that may properly come before the Meeting. If any such amendments or variations are proposed to the matters described in the Notice, or if any other matters properly come before the Meeting, your proxyholder may vote your Common Shares as they consider best.

Revoking a Proxy

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You or your authorized attorney may revoke a proxy by (i) clearly stating in writing that you want to revoke your proxy and delivering this revocation by mail to Computershare Trust Company of Canada, 510 Burrard Street, 3[rd] Floor, Vancouver, British Columbia, Canada, V6C 3B9 or by fax to (604) 661-9401, or to the registered office of the Company, Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, Canada, V6E 0C5, Attention: Christina Yip, President and Chief Executive Officer, at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof or (ii) in any other manner permitted by law. Revocations may

also be delivered to the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof. If you revoke your proxy and do not replace it with another in the manner provided in “Appointing a Proxyholder” above, you will be able to vote your Common Shares in person at the Meeting.

Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders (as defined below) who wish to change their voting instructions must, in sufficient time in advance of the Meeting, arrange for the Company (where the non-registered holder is a NOBO) or their intermediaries (where the non-registered shareholder is an OBO) to change their vote, and if necessary, revoke their proxy.

Voting Instructions for Non-Registered Shareholders

Only Registered Shareholders, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting in person. The Common Shares beneficially owned by a Pacgen Shareholder who is not a Registered Shareholder (“ Non-Registered Shareholder ") will generally be registered in the name of either (i) an intermediary (the “ Intermediary ”) with whom the Non-Registered Shareholder deals in respect of the Common Shares (including, among others, banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans) or (ii) a clearing agency (such as CDS) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities , Pacgen has distributed copies of this Information Circular and the accompanying Notice and form of proxy (collectively the “ Meeting Materials ”) to the Intermediaries for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders, unless the NonRegistered Shareholders have 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 be given either:

a voting instruction form (a “ VIF ”) 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 which the Intermediary must follow. Typically, the VIF will consist of a one page pre-printed form; or
a form 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.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a VIF or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the NonRegistered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder's (or such other person's) name in the blank space provided or, in the case of a VIF, follow the directions indicated on the form. In each case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those instructions regarding when and where the VIF or the form of proxy is to be delivered. Notwithstanding that Non-Registered Shareholders who follow the instructions of their Intermediaries and service companies will be able to vote their Common Shares in person, Non-Registered Shareholders are strongly encouraged to vote their Common Shares by proxy in order to ensure that their votes are counted in the event they are unable to connect to the Internet.

A Non-Registered Shareholder who has submitted a proxy may revoke it by contacting the Intermediary through which the Common Shares of such Non-Registered Shareholder are held and following the instructions of the Intermediary respecting the revocation of proxies.

The Meeting Materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and Pacgen or its agent has sent these materials directly to you, your

name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Cost of this Solicitation of Proxies

The cost of this solicitation of proxies is borne by the Company. It is expected that the solicitation will be primarily by mail, but proxies or votes or voting instructions may also be solicited personally or by telephone or other means of communication by directors and regular employees of the Company without special compensation. In addition, the Company may retain the services of agents to solicit proxies or votes or voting instructions on behalf of management of the Company. In that event, the Company will compensate any such agents for such services, including reimbursement for reasonable out-of-pocket expenses, and will indemnify them in respect of certain liabilities that may be incurred by them in performing their services. The Company may also reimburse brokers or other persons holding Common Shares in their names, or in the names of nominees, for their reasonable expenses in sending proxies and proxy material to beneficial owners and obtaining their proxies or votes or voting instructions.

Who counts the votes?

The Company’s transfer agent, Computershare Trust Company of Canada, counts and tabulates the proxies. This is done independently of the Company to preserve confidentiality in the voting process. Proxies are referred to the Company only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet the requirements of applicable law.

How do I contact the transfer agent?

If you have any inquiries, the transfer agent, Computershare Trust Company of Canada, can be contacted as follows:

Mail: Computershare Trust Company of Canada 510 Burrard Street, 3rd Floor Vancouver, British Columbia Canada, V6C 3B9 Telephone: (604) 661-9412 Fax: (604) 661-9401

ANNUAL BUSINESS

Receive the Financial Statements

The consolidated financial statements of the Company for the fiscal years ended March 31, 2019 (“ Fiscal 2019 ”) and March 31, 2020 (“ Fiscal 2020 ”) have been provided to Pacgen Shareholders together with the Meeting Materials.

Election of Directors

Each director of the Company is elected annually and holds office until the next annual meeting of the shareholders of the Company unless he or she ceases to hold office prior to such time. The persons proposed for nomination are, in the opinion of the board of directors of the Company (the “ Pacgen Board ”) and management, well qualified to act as directors for the ensuing year.

The following table sets forth, for all persons proposed to be nominated by management for election as director, in each case to the extent applicable, the positions and offices with the Company now held by them, their present principal occupation and principal occupation for the preceding five years, the periods during which they have served as directors of the Company and the number of Common Shares of the Company beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction, as of the date hereof.

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Name, Province Position(s) Principal Occupation Director Common Shares
or State Held for Previous Five Years [(1)] Since Owned [(1)(2)]
and Country of With the
Residence [(1)] Company
Chung-Yu Wang Chairman of Chairman of the Company (April 2004 to April 2004 5,809,128
Honorary Ph.D., the Board Present); Interim President of the Company
B.Sc., (November 2008 to October 2015); Interim
EMBA Diploma Chief Executive Officer of the Company
Taipei, Taiwan (May 2013 to March 2018); Chairman of
Chinese International Economic Cooperation
Association (October 2008 to December
2016); Independent Director of CTBC Bank
Co., Ltd. and CTBC Financial Holding Co.,
Ltd. (2008 to June 2019); and Independent
Director of Chunghwa Telecom Co., Ltd.
(2010 to June 2016).
Christina Yip Director, President of the Company (October 2015 to December 7,162,821
MBA, CPA, CMA President, and Present); Chief Executive Officer of the 2015
British Columbia, Chief Company (March 2018 to Present); Chief
Canada Executive Financial Officer of the Company (April 2006
Officer to March 2018); Corporate Secretary of the
Company (April 2006 to December 2016);
and President and Managing Director of
KeenVision Consulting Inc. (October 2008 to
Present).
Rakesh Kumar Director Principal of Dr. R.K. Arya Inc. (Jan 2005 to January 2018 5,000,000
Arya [(3)] Present).
BDS, MDS
(Ortho.), PGDHA
British Columbia,
Canada
John Hsuan [(4)] Director Chairman of Maxima Ventures I, Inc. (May September Nil [(6)]
Honorary Ph.D. 2002 to Present); Vice Chairman Emeritus of 2010
Hsinchu, Taiwan United Microelectronics Corp. (January 2006
to 2019); and Independent Director of Compal
Electronics, Inc. (April 2015 to Present).
Fred Huang [(5)] Director Chief Executive Officer of EliteCell August 2009 771,667
MBA [(3)] Biomedical Corp. (April 2017 to 2018);
British Columbia, General Manager of Gworei Biomedical
Canada Technology Corp. (November 2009 to
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Name, Province Position(s) Principal Occupation Director Common Shares
or State Held for Previous Five Years [(1)] Since Owned [(1)(2)]
and Country of With the
Residence [(1)] Company
December 2014) and AventaCell BioMedical
Co., Ltd. (December 2014 to February 2017).
Telvin Ju [(3)(4)(5)] Director Lead Independent Director of the Company October 2004 16,330 [(7) ]
Ph.D. (February 2014 to Present); Chairman of
Taipei, Taiwan Associated Transport Inc. (July 2019 to
Present), Associated Development Inc. (June
2018 to Present) and CMT Development Inc.
(April 2019 to June 2020); Chief Executive
Officer of Associated Development Inc. (July
2014 to Present); President of AGCMT Group
Ltd. (September 2016 to Present) and
Associated International Inc. (July 2012 to
October 2016); and Senior Vice President of
Chinese Maritime Transport Ltd. (March
2018 to Present).
Alan Savage Director President of Lonsdale Capital Corporation October 2015 5,563,333 [(8)]
(3)(4)(5) (2017 to Present) and Southern Gold
British Columbia, Resources Ltd. (1981 to 2017); Chairman of
Canada ePower Metals Inc. (November 2016 to April
2019); and Chief Financial Officer of
Innovotech Inc. (August 2018 to Present).
----- End of picture text -----

Notes:

(1) This information has been provided by the respective nominee.
(2) The number of Common Shares held includes Common Shares beneficially owned, directly or indirectly, or over which control of direction is exercised, by the proposed nominee.
(3) Member of the Compensation and Human Resources Committee. Dr. Telvin Ju is the Chair.
(4) Member of the Corporate Governance and Nominating Committee. Dr. Telvin Ju is the Chair.
(5) Member of the Audit Committee. Mr. Alan Savage is the Chair.
(6) Mr. John Hsuan’s spouse exercises control and direction over 4,166,667 Common Shares held by Golden Global International Corporation.
(7) Dr. Telvin Ju is an officer or director of certain affiliates of Associated International (HK) Ltd. and AGCMT International Inc. Such affiliates own an aggregate of 1,536,500 Common Shares. Dr. Ju does not control or exercise control over these Common Shares.
(8) Mr. Alan Savage directly owns 155,000 Common Shares. As President of Lonsdale Capital Corporation, Mr. Savage indirectly owns 5,408,333 Common Shares held by Lonsdale Capital Corporation.

The Company is not aware that any of the above nominees will be unable or unwilling to serve; however, should the Company become aware of such an occurrence before the election of directors takes place at the Meeting, it is intended that the discretionary power granted under such proxy will be used to vote for any substitute nominee or nominees whom the Company in its discretion may select.

Unless otherwise directed, it is the intention of the management representatives named in the enclosed form of proxy to vote FOR the election of each of the nominees. If more Common Shares in respect of a director nominee are voted in favour of the election of that nominee rather than withhold, the nominee will be elected as a director of the Company.

To the best of the knowledge of the Company, no proposed director:

(a) is or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while that person was acting in that capacity:
(i) was the subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than
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30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting as director, chief executive officer or chief financial officer; or
(b) is or has been, within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(d) has been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder.

Appointment and Remuneration of Auditors

D&H Group LLP, Chartered Professional Accountants (“ D&H ”) will be nominated at the Meeting as auditors of the Company, to hold office until the next annual meeting of the shareholders of the Company, at remuneration to be fixed by the directors of the Company. D&H is located at 10[th] Floor, 1333 West Broadway, Vancouver, British Columbia, Canada, V6H 4C1. D&H were first appointed as auditors of the Company on December 28, 2011.

All audit and non-audit services performed by the Company’s auditor for the twelve-month period ended March 31, 2019 and 2020 were pre-approved by the Audit Committee (the “ Audit Committee ”). The following table provides information about the fees billed to the Company for professional services rendered by its auditors during the fiscal years ended March 31, 2019 and March 31, 2020, with comparative fees for the fiscal year ended March 31, 2018 (“ Fiscal 2018 ”):

		Fiscal Year Ended March 31,
	2018	2019	2020
Audit Fees	$17,647	$22,000	$24,000
Audit Related Fees	Nil	Nil	Nil
Tax Fees	Nil	Nil	Nil
AllOther Fees	Nil	Nil	Nil

The resolution appointing the auditors of the Company must be passed by a simple majority of the votes cast either in person or by proxy at the Meeting. Unless otherwise directed, it is the intention of the management representatives named in the enclosed form of proxy to vote FOR the resolution appointing the auditors of the Company .

Re-Approval of the 10% Rolling Stock Option Plan

On August 22, 2006, the Company adopted an incentive stock option plan, which was amended on September 2, 2009 and August 2, 2012 (the “ Stock Option Plan ”). As of March 31, 2019 and 2020, the Company had 4,450,000 and 3,450,000 stock options outstanding, respectively.

Pursuant to the policies of the TSX Venture Exchange (the “ TSX-V ”), shareholders are required to approve on a yearly basis stock option plans which have a “rolling plan” ceiling, as well as any amendments thereto. Under the terms of the Stock Option Plan, the maximum number of Common Shares issuable pursuant to the exercise of the

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Pacgen Options outstanding under the Stock Option Plan is equal to 10% of the issued and outstanding Common Shares (on a non-diluted basis) as of the applicable grant date. Accordingly, Pacgen Shareholders will be asked to pass the following resolution re-approving the Stock Option Plan at the Meeting.

“BE IT RESOLVED AS AN ORDINARY RESOLUTION that:

(a) the Company’s August 22, 2006 incentive stock option plan, as amended on September 2, 2009 and August 2, 2012 (the “Stock Option Plan”), be and is hereby re-adopted and re-approved;
(b) the Company be authorized to grant stock options, pursuant and subject to the terms and conditions of the Stock Option Plan, such that the aggregate number of common shares in the capital of the Company (“Common Shares”) issuable upon the exercise of outstanding options at the time of grant shall not exceed 10% of the number of issued and outstanding Common Shares as at the time of the grant; and
(c) any one director or officer of the Company be and is hereby authorized and directed to perform all such acts and deeds and things and execute, under the seal of the Company or otherwise, all such documents, agreements and other writings as may be required to give effect to the true intent of these resolutions.”

The resolution re-approving the Stock Option Plan must be passed by a simple majority of the votes cast either in person or by proxy at the Meeting. Unless otherwise directed, it is the intention of the management representatives named in the enclosed form of proxy to vote FOR the resolution re-approving the Stock Option Plan .

INFORMATION CONCERNING THE ARRANGEMENT

General

On July 6, 2020, the Company entered into an arrangement agreement (the “ Arrangement Agreement ”) with General Biologicals Corporation (the “ Buyer ” or “ GBC ”) and (i) Tsong-Chin Lin, the Executive Chairman of GBC, and (ii) (ii) Golden Globe International Corporation and Curie Med Corporation, each of which is an affiliate of GBC within the meaning of the BCBCA (collectively, the “ Continuing Shareholders ”). Pursuant to the Arrangement Agreement, the Buyer will acquire all of the issued and outstanding Common Shares, other than Common Shares owned by GBC and the Continuing Shareholder (collectively, the “ Buying Group ”), for cash consideration of $0.0275 per share (the “ Cash Purchase Price ”) by way of a statutory arrangement (the “ Arrangement ”) pursuant to a plan of arrangement (the “ Plan of Arrangement ”) under section 288 of the BCBCA. The Buying Group collectively owns 14,904,801 Common Shares in the aggregate, representing 23.00% of the issued and outstanding Common Shares. The implied equity value of the Arrangement is approximately $1.782 million, inclusive of the Common Shares owned by the Buying Group.

At the Meeting, the Pacgen Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, a resolution (the “ Arrangement Resolution ”) approving the Arrangement in the form attached as Schedule B . To be effective, the Arrangement Resolution must be approved by (i) at least 66⅔% of the votes cast by Pacgen Shareholders present in person or represented by proxy at the Meeting and (ii) a simple majority of the votes cast by Pacgen Shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by all Pacgen Shareholders whose votes are required to be excluded for such purpose pursuant to MI 61-101 (the “ Required Shareholder Approval ”). See "Information Concerning the Arrangement – Securities Law Considerations”.

Unless otherwise directed in properly completed forms of proxy, it is the intention of the individuals named in the enclosed form of proxy to vote FOR the Arrangement Resolution. If you do not specify how you want your Common Shares to be voted at the Meeting, the persons named as proxyholders in the enclosed form of proxy will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

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The following summarizes, among other things, the principal elements of the Arrangement and the material terms of the Arrangement Agreement. A copy of the Arrangement Agreement can be found on SEDAR under the Company’s profile. A copy of the Plan of Arrangement is attached to this Information Circular as Schedule C. Pacgen Shareholders are urged to read the Arrangement Agreement and the Plan of Arrangement in their entirety for a more complete description of the Arrangement.

Defined Terms

Defined terms used under the heading “Information Concerning the Arrangement” shall have the meanings ascribed to elsewhere in this Information Circular or as set forth in the Glossary of Defined Terms attached as Schedule A.

Background to the Arrangement

The execution of the Arrangement Agreement between Pacgen and the Buying Group on July 6, 2020 was the result of arm’s length negotiations between Pacgen, the Buying Group and their respective legal counsel. The following is a summary of (i) the events that preceded the commencement of discussions with the Buyer regarding a potential business leading up to the commencement of discussion with GBC regarding a potential going private transaction and (ii) the meetings, negotiations and discussions between the parties that preceded the execution and announcement of the Arrangement Agreement.

On May 12, 2017, Pacgen entered into distribution and licence agreements with each of DermaMed Pharmaceutical Inc. and Deserving Health International Corp. (collectively, the “ DermaMed Parties ”) pursuant to which Pacgen gained exclusive global commercial rights to market certain natural therapeutic and personal care products of the DermaMed Parties (the “ DermaMed Products ”). Concurrent with entering into the distribution and licence agreements, Pacgen entered into an option agreement with the DermaMed Parties granting Pacgen an option (the “ DermaMed Option ”) to acquire certain assets of the DermaMed Parties, including intellectual property, manufacturing equipment and machinery with respect to the DermaMed Products, subject to an independent valuation. As part of its growth strategy, Pacgen planned to exercise the DermaMed Option, but the parties were unable to settle the terms of a definitive acquisition agreement. After multiple rounds of negotiations with the DermaMed Parties, the Pacgen Board considered the risks and benefits of remaining an independent company and, in July 2019, commenced a formal process of considering strategic alternatives, including without limitation considering going private transactions involving a sale of the Company or its business.

From July 2019 to February 2020, Pacgen engaged in discussions with GBC and a number of other parties with respect to a potential business combination. After careful consideration of multiple factors, including the probability of closing a transaction with GBC and taking into account the fact that GBC had an existing business interest in Pacgen’s P113 technology and had successfully completed a financing in 2020, the Pacgen Board decided to principally focus on GBC as a potential counterparty. On February 25, 2020, the Pacgen Board resolved to appoint a special committee of independent directors comprising Mr. Alan Savage (Chair), Dr. Rakesh Kumar Arya and Dr. Telvin Ju (the “ Special Committee ”) to consider a potential business combination with GBC.

From February 25, 2020 to March 23, 2020, the Company engaged in preliminary discussions with GBC regarding the terms and conditions of a potential acquisition by GBC of all of the issued and outstanding shares of the Company. On March 24, 2020, GBC delivered to Pacgen a draft letter of intent (the “ Letter of Intent ”) which included a nonbinding proposal to acquire all of the issued and outstanding Common Shares, other than Common Shares owned by GBC and certain other shareholders of the Company, for a cash purchase price of $0.025 per share. On April 1, 2020, the Pacgen Board determined to engage Evans and Evans, Inc. (“ Evans & Evans ”) as its independent financial advisor in respect of a potential business combination with GBC. Over the course of the next several weeks, the Special Committee held multiple meetings with its advisors and provided instruction to legal counsel and the Company’s management with respect to the negotiation of the terms and conditions of the non-binding letter of intent, including with respect to price. On April 13, 2020, the Special Committee held a meeting with its advisors and received a preliminary verbal report from Evans & Evans with respect to the fairness of the proposed transaction. On April 16, 2020, the Company received a revised draft of the Letter of Intent from GBC that reflected discussions between the parties with respect to transaction structure. At a subsequent meeting on April 17, 2020, the Special Committee approved the basic terms and conditions of the draft Letter of Intent, but instructed management to propose an increase in the proposed purchase price from $0.025 per share to $0.0275 per share. GBC confirmed that its acceptance of the

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Company’s counterproposal on April 22, 2020, and the parties formally executed and delivered the Letter of Intent on April 29, 2020.

From May to June 2020, GBC conducted due diligence in respect of Pacgen and the parties negotiated the terms and conditions of the Arrangement Agreement with the assistance of their respective legal advisors. During this period, the Special Committee held multiple meetings with the Company’s legal counsel and management team with respect to terms and conditions of the Arrangement Agreement, including without limitation the ability of the Company to terminate the Arrangement Agreement in order to accept a Superior Proposal in certain circumstances on payment of a “Termination Fee” to GBC. On June 25, 2020, the Special Committee held a meeting to discuss the terms and conditions of the Arrangement Agreement and to receive a preliminary report from Evans & Evans with respect to the fairness of the proposed transaction, from a financial point to view, to Pacgen Shareholders other than GBC and the Continuing Shareholders. At this meeting, the Special Committee resolved to recommend that the Pacgen Board approve the Arrangement Agreement in its current form, subject to further negotiation with respect to the amount of the Termination Fee.

On June 30, 2020, the Special Committee held a meeting at which (i) management advised the Special Committee that GBC had agreed to reduce the Termination Fee set forth in the initial draft of the Arrangement Agreement to $150,000, but would not be in a position to sign the Arrangement Agreement until GBC and the other members of the Buying Group had resolved certain outstanding issues with respect to the post-closing governance of the Company, and (ii) Evans & Evans confirmed its earlier advice as to the fairness of the proposed transaction, from a financial point of view, to Pacgen Shareholders other than GBC and the Continuing Shareholders. Following thorough discussion, the Special Committee resolved to recommend that the Pacgen Board approve the Arrangement Agreement and make a recommendation that Pacgen Shareholders vote in favour of the Arrangement Resolution, subject in each case to receipt of a formal fairness opinion from Evans & Evans and confirmation that the Buying Group had resolved its own internal governance issues. At a meeting of the Pacgen Board held immediately following the Special Committee meeting, the Pacgen Board resolved to defer any final determination with respect to the proposed transaction until the Buying Group confirmed that all internal governance issues had been resolved.

On July 5, 2020, GBC advised Pacgen that certain Pacgen Shareholders had agreed to withdraw from the Buying Group in order to simplify the Company’s post-closing structure and that the remaining members of the Buying Group had resolved all internal governance issues. On July 6, 2020, Evans & Evans delivered a signed version of the Fairness Opinion to the Pacgen Board. At a meeting of the Pacgen Board held on the same date, the Special Committee affirmed its recommendation that the Pacgen Board approve the Arrangement Agreement and recommend that Pacgen Shareholders vote in favour of the Arrangement Resolution. Following discussion, the Pacgen Board (with Mr. John Hsuan abstaining due to an interest in the Arrangement) unanimously resolved to approve the Arrangement Agreement and make a recommendation that Pacgen Shareholders vote in favour of the Arrangement Resolution. Pacgen, GBC and the Continuing Shareholders entered into the Arrangement Agreement on July 6, 2020, and the Company issued a press release in respect thereof prior to the opening of markets on July 7, 2020.

Effect and Details of the Arrangement

Upon completion of the Arrangement, each issued and outstanding Common Share (other than Common Shares held by the Buying Group) will be transferred to the Buyer in exchange for the Cash Purchase Price less applicable withholdings.

Effective Date

Subject to the satisfaction of all conditions precedent to completion of the Arrangement, including obtaining the Required Shareholder Approval and receiving the Final Order from the Court. the Arrangement will become effective at 12:01 a.m. (the “ Effective Time ”) on the date (the “ Effective Date ”) on which the Arrangement becomes effective in accordance with the Plan of Arrangement. It is currently expected that the Effective Date will be on or about September 18, 2020.

For additional information regarding the Court hearing in respect of the Arrangement and the rights of Pacgen Shareholders in respect thereof, see the Interim Order attached as Schedule F and the Notice of Hearing for Petition of Final Order attached as Schedule G.

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Principal Steps of the Arrangement

The following summarizes the principal steps which will occur under the Plan of Arrangement commencing at the Effective Time, if all conditions to the completion of the Arrangement have been satisfied or waived. The following description of steps is qualified in its entirety by reference to the full text of the Plan of Arrangement attached as Schedule C to this Information Circular. Pacgen Shareholders are encouraged to read the Plan of Arrangement in its entirety.

Each of the following principal steps shall occur and shall be deemed to occur in the indicated order, except where stated otherwise, without any further act or formality:

each Pacgen Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be assigned and transferred to Pacgen by the holder of such Pacgen Option in exchange for a cash payment from Pacgen equal to the amount (if any) by which the Cash Purchase Price exceeds the exercise price of such Pacgen Option, less applicable withholdings, and such Pacgen Option and the Stock Option Plan will immediately be cancelled and of no further force and effect;
immediately after the previous step, each issued Common Share outstanding immediately prior to the Effective Time in respect of which Dissent Rights have been validly exercised shall be and shall be deemed to be transferred by the holder thereof to the Buyer, free and clear of all liens, in exchange for an amount equal to the fair value of such Common Shares determined and payable in accordance with the Plan of Arrangement; and
immediately after the previous step, each issued Common Share (other than Common Shares held by Registered Shareholders who have validly exercised Dissent Rights and Common Shares held by the Buying Group) shall be and shall be deemed to be transferred to the Buyer, free and clear of all liens, in exchange for the Cash Purchase Price less applicable withholdings

Recommendation of the Special Committee

On April 1, 2020, the Pacgen Board formally established the Special Committee, a committee of directors comprised of Alan Savage (Chair), Dr. Rakesh Kumar Arya and Dr. Telvin Ju, each of whom is independent within the meaning of MI 61-101. The Special Committee was formed for the purpose of:

reviewing, considering and evaluating the proposed transaction with the Buyer or any similar or competing transaction;
negotiating or supervising the negotiation of the terms of the proposed transaction with the Buyer or any similar or competing transaction and overseeing the preparation of any related legal agreements or other documentation, in each case with the benefit of advice from such legal, financial or other advisors as the Special Committee considers appropriate;
commissioning and overseeing the preparation of such independent valuations and expert opinions (including a fairness opinion) in respect of the proposed transaction with the Buyer or any similar or competing transaction as the Special Committee deems necessary or desirable;
reporting and making such recommendations to the Pacgen Board with respect to the proposed transaction with the Buyer or any similar or competing transaction as the Special Committee considers necessary or advisable;
if applicable, overseeing the implementation and completion of the proposed transaction with the Buyer or any similar or competing transaction; and
taking such other action as the Special Committee determines to be necessary or appropriate in order to properly advise the Pacgen Board in connection with the proposed transaction with the Buyer or any similar or competing transaction and to fulfil its responsibilities set forth above.
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Following a thorough review of the Arrangement, including consulting with the Company’s legal advisors and taking into account the Fairness Opinion and such other matters it considered relevant, including the factors set out under the heading “Information Concerning the Arrangement – Reasons for the Arrangement”, the Special Committee unanimously determined that the Arrangement is in the best interests of Pacgen. Accordingly, the Special Committee unanimously determined to recommend to the Pacgen Board that it (i) approve the Arrangement Agreement and (ii) recommend that the Pacgen Shareholders vote FOR the Arrangement Resolution.

Recommendation of the Pacgen Board

Following a thorough review of the Arrangement, including consulting with its legal advisors and taking into account the recommendation of the Special Committee, the Fairness Opinion and such other matters it considered relevant, including the factors set out under the heading “Information Concerning the Arrangement – Reasons for the Arrangement”, the Pacgen Board unanimously approved the Arrangement Agreement and resolved to recommend that Pacgen Shareholders vote FOR the Arrangement Resolution.

John Hsuan abstained from such determination because of his interest in the Arrangement. See “Information Concerning the Arrangement – Interest of Certain Persons in the Arrangement” for additional information.

Fairness Opinion

The Special Committee’s determination that the Arrangement is in the best interests of Pacgen and recommendation that the Pacgen Board should (i) approve the Arrangement Agreement and (ii) recommend that the Pacgen Shareholders vote FOR the Arrangement Resolution were based, in part, on the fairness opinion (the “ Fairness Opinion ”) delivered by Evans & Evans. Neither Evans & Evans nor any of its affiliates is an insider, associate or affiliate of Pacgen or the Buyer or any of their respective associates or affiliates.

The Special Committee requested that Evans & Evans evaluate the fairness of the Arrangement, from a financial point of view, to Pacgen Shareholders other than the Buying Group. The full text of the Fairness Opinion is attached as Schedule D to this Information Circular. Pacgen Shareholders are urged to, and should, read the Fairness Opinion in its entirety.

As set forth in the Fairness Opinion, it is the opinion of Evans & Evans, as of the date of the Arrangement Agreement, the terms of the Arrangement are fair, from a financial point of view, to Pacgen Shareholders other than the Buying Group, giving consideration to both quantitative and qualitative factors outlined therein and subject to certain assumptions, limitations and qualifications set forth therein. The full text of the Fairness Opinion sets out the qualifications of Evans & Evans, the assumptions that Evans & Evans made in delivering the Fairness Opinion, the procedures that Evans & Evans followed, the quantitative and qualitative factors that Evans & Evans considered, and the applicable qualifications and limitations.

The Fairness Opinion addresses only the fairness of the Arrangement, from a financial point of view, to Pacgen Shareholders other than the Buying Group, and should not be construed as a valuation of Pacgen or its respective assets, liabilities or securities or as a recommendation to any Pacgen Shareholders as to how to vote with respect to the Arrangement or any other matter at the Meeting.

Under the terms of its engagement, Evans & Evans is entitled to receive a fixed fee for its Fairness Opinion, such fee not being contingent upon the conclusions reached in the Fairness Opinion or the completion of the Arrangement. In addition, Pacgen has agreed to reimburse Evans & Evans for its reasonable out of pocket disbursements, whether or not the Arrangement is completed, and to indemnify Evans & Evans in certain circumstances.

The Fairness Opinion was provided to the Special Committee exclusively for the internal purposes of the Special Committee and the Pacgen Board in considering the Arrangement only. Except as set forth therein, the Fairness Opinion may not be relied upon by any other person or for any other purpose or published or disclosed to any other person. Evans & Evans has consented to the inclusion of the full text of the Fairness Opinion and the above summary in the Information Circular, a copy of such consent being attached as Schedule E.

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Reasons for the Arrangement

In the course of its evaluation of the Arrangement, the Special Committee and the Pacgen Board consulted with the Company’s management and its legal advisors, and considered a number of factors, including the following:

(i) Fairness Opinion : The delivery by Evans & Evans of the Fairness Opinion, which opinion provided that, as of the date the Arrangement Agreement, and based on and subject to the analysis, assumptions, limitations and qualifications set forth therein, the Arrangement is fair, from a financial point, to Pacgen Shareholders other than GBC and the Continuing Shareholders;
(ii) Significant Premium : The Cash Purchase Price represents a premium of approximately 83.3% over the closing price of $0.015 per Common Share on the TSX-V on the last trading day immediately preceding the announcement of the Arrangement and a premium of approximately 81.8% over the volume weighted average trading price of $0.0151 per Common Share on the TSX-V for the 30-trading days ending on the last trading day immediately preceding the announcement of the Arrangement;
(iii) Lack of Liquidity : The consideration payable to Pacgen Shareholders will be paid entirely in cash, providing certainty of value and immediate liquidity to Pacgen Shareholders and alleviating the risk and uncertainty Pacgen Shareholders have faced as a result of a lack of trading liquidity;
(iv) Financial Condition of the Company : The financial constraints facing Pacgen given its current and historical financial condition, near-term funding requirements, liquidity and results of operations, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and pursuing those alternatives in light of current market conditions and the Company’s financial position;
(v) Uncertainty Related to COVID - 19 : The economic, political and social impact of the COVID-19 may impact the ability of the Company to execute on its business plan;
(vi) Ability to Accept Superior Proposal : The fact that that the Arrangement Agreement provides the Pacgen Board the ability to consider alternative transactions and, in certain circumstances, terminate the Arrangement Agreement and enter into an agreement with respect to a Superior Proposal (subject to payment of the Termination Fee);
(vii) Required Shareholder Approval : Completion of the Arrangement is subject to obtaining the Required Shareholder Approval at the Meeting;
(viii) Court Approval : The Arrangement must be approved by the Court, which will consider among other things the fairness of the Arrangement to Pacgen Shareholders;
(ix) Deal Certainty : There are no material regulatory issues which are expected to arise in connection with the Arrangement that would prevent its completion, and all required regulatory approvals are expected to be obtained; and
(x) Dissent Rights: Registered holders of Common Shares have been granted Dissent Rights in respect of the Arrangement.

The above summary of the information and factors considered by the Special Committee and the Pacgen Board is not intended to be exhaustive, but includes a summary of the material information and factors considered by the Special Committee and the Pacgen Board in its consideration of the Arrangement and the Arrangement Agreement.

In view of the variety of factors and the amount of information considered in connection with their evaluation of the Arrangement, the Special Committee and the Pacgen Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its determination and recommendation. The determination and recommendation of the Special Committee and the Pacgen Board were made after consideration of the factors noted above, other factors and in light of their respective knowledge of the

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business, financial condition and prospects of the Company. Individual members of the Special Committee and the Pacgen Board may have assigned different weights to different factors

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Pacgen Board with respect to the Arrangement, Pacgen Shareholders should be aware that certain members of the Pacgen Board and Pacgen’s management have interests in the Arrangement that may create actual or potential conflicts with the interests of Pacgen Shareholders.

As of the date of this Information Circular, the directors and officers of Pacgen and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of 30,385,035 Common Shares and 3,350,000 Pacgen Options, representing approximately 46.88% of the outstanding Common Shares on a non-diluted basis, and 49.42% of the Common Shares on a fully-diluted basis. All of the Common Shares held by the directors and officers of Pacgen will be treated in the same fashion under the Arrangement as Common Shares held by Pacgen Shareholders other than the Buying Group. All of the Pacgen Options will be cancelled pursuant to the Arrangement. See “Business of the Meeting – Election of Directors”.

The Buying Group collectively owns 14,904,801 Common Shares in the aggregate, representing 23.00% of the issued and outstanding Common Shares, including 4,166,667 Common Shares held by Golden Global International Corporation (“ Golden Global ”). The spouse of Mr. John Hsuan exercises control and direction over the 4,166,667 Common Shares held by Golden Global. Mr. Hsuan abstained from voting on the Arrangement on account of his indirect economic interest in the Arrangement.

Certain members of Pacgen’s management team may be entitled to receive change of control payments in the aggregate amount of up to $192,000 in connection with the Arrangement. See “Information Concerning the Arrangement – Termination Payments” for additional information.

Termination Payments

Pacgen has entered into employment agreements with Christina Yip, the CEO and a director of the Company, and Andrea Chan, the Interim CFO of the Company, that provide for enhanced severance payments in certain circumstances following the completion of a change of control transaction such as the Arrangement. Under the terms of their respective employment agreement:

Ms. Yip will be entitled to receive a lump sum payment equal to two times her current salary ($36,000 per year) if (i) either Ms. Yip or the Company terminates her employment within ten days following completion of the Arrangement or (ii) the Company requests that Ms. Yip continue her employment for a temporary period of less than three months following completion of the Arrangement; and
Ms. Chan will be entitled to receive a lump sum payment equal to two times her current salary ($60,000 per year) if (i) either Ms. Chan or the Company terminates her employment within ten days following completion of the Arrangement or (ii) the Company requests that Ms. Chan continue her employment for a temporary period of less than three months following completion of the Arrangement.

Voting Agreements

On July 6, 2020, each of the directors and executive officers of Pacgen (the “ Supporting Shareholders ”) entered into voting agreements (each, a “ Voting Agreement ”) pursuant to which they agreed, on and subject to the terms set forth therein, to vote their Common Shares in favour of the Arrangement Resolution.

Pursuant to the Voting Agreements, each of the Supporting Shareholders agreed:

at the Meeting, or any adjournment or postponement thereof, to vote all of their respective Common Shares in favour of (i) the Arrangement and each of the other transactions contemplated by the Arrangement Agreement (including the Arrangement Resolution) and (ii) any other matter necessary for the
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consummation of the Arrangement or any other transaction contemplated by the Arrangement Agreement; and

at any meeting of Pacgen Shareholders, or any adjournment or postponement thereof, vote all of their respective Common Shares against (i) any Acquisition Proposal and (ii) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Pacgen under the Arrangement or impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Arrangement.

In addition, each of the Supporting Shareholders agreed not to directly or indirectly take any action that would result in a breach or violation by Pacgen of its non-solicitation obligations under the Arrangement Agreement. See “Information Concerning the Arrangement – The Arrangement Agreement – Covenants – Covenants of Pacgen Regarding NonSolicitation” for additional information.

The Supporting Shareholders also agreed not to (i) exercise any Dissent Rights in respect of the Arrangement, (ii) sell, transfer, assign, gift-over, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber any of their respective Common Shares to any person other than pursuant to the Arrangement Agreement or (ii) grant any proxies, power of attorney or other voting rights with respect to any of their respective Common Shares.

Notwithstanding the foregoing, nothing in the Voting Agreement shall limit any Supporting Shareholder from fulfilling his or her fiduciary duties as a director or officer of the Company or prevent a Supporting Shareholder who is a member of the Pacgen Board or an officer of Pacgen from engaging, in his or her capacity as a director or officer of Pacgen, in discussions or negotiations with a person in response to any bona fide Acquisition Proposal in accordance with the terms of the Arrangement Agreement.

The Arrangement Agreement

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The summary of certain provisions of the Arrangement Agreement below and elsewhere in this Information Circular is not comprehensive and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is available under the Company's issuer profile on SEDAR at www.sedar.com, and the full text of the Plan of Arrangement, which is attached to this Circular as Schedule C. This summary may not contain all of the information about the Arrangement Agreement and the Plan of Arrangement that is important to Pacgen Shareholders. Pacgen Shareholders are encouraged to carefully read the Arrangement Agreement and the Plan of Arrangement in their entirety.

Implementation of the Arrangement

Pursuant to the Arrangement Agreement, Pacgen and the Buying Group will implement the Arrangement in accordance with the Arrangement Agreement on the terms and conditions set out in the Plan of Arrangement. See “Information Concerning the Arrangement – Principal Steps of the Arrangement”. Subject to the satisfaction of all conditions precedent to completion of the Arrangement, the Arrangement will become effective at the Effective Time on the Effective Date. From and after the Effective Time, the Plan of Arrangement will have all of the effects set forth therein. It is currently expected that the Effective Date will be on or about September 18, 2020.

Representations and Warranties

The Arrangement Agreement contains a number of representations and warranties of Pacgen customary for a transaction of this type, including without limitation representations and warranties relating to the organization and qualification of Pacgen and its subsidiaries; Pacgen’s authority to enter into the Arrangement Agreement; the Special Committee’s recommendation and the Pacgen Board’s approval of the Arrangement Agreement; capitalization; Pacgen’s ownership of subsidiaries; required consents; that the completion of the Arrangement by Pacgen will not result in the violation of any contracts, applicable laws or Pacgen’s constating documents; the absence of certain changes; Pacgen’s public disclosure record and financial statements; internal controls over financial reporting; Pacgen’s books and records; employment matters; environmental matters; intellectual property matters; material

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contracts; customer relations; product liability and warranties; trade controls compliance; compliance with laws; permits; litigation; insolvency; insurance; tax matters; ownership of assets; and real property.

The Arrangement Agreement also contains representations and warranties of the Buyer and the Continuing Shareholders customary for a transaction of this type, including without limitations representations and warranties to organization; authority to enter into the Arrangement Agreement; that the completion of the Arrangement Agreement by the Buyer and the Continuing Shareholders, as applicable, will not result in the violation of any contracts, applicable laws or their respective constating documents; and, in the case of the Buyer, that it has sufficient funds to acquire the Common Shares at closing of the Arrangement.

Covenants

Covenants of Pacgen Regarding the Conduct of Business

Pacgen has given, in favour of the Buyer, usual and customary negative and affirmative covenants for an agreement in the nature of the Arrangement with respect to the conduct of its business during the interim period between execution of the Arrangement Agreement and completion of the Arrangement, including, but not limited to, covenants that prior to the Effective Date, Pacgen and its Subsidiaries will (i) carry on business in the ordinary course consistent with past practice, (ii) use commercially reasonable best efforts to satisfy all conditions precedent in the Arrangement Agreement and (iii) take all steps necessary to complete the transactions contemplated by the Arrangement Agreement.

Mutual Covenants Relating to Completion of the Arrangement

Each of Pacgen, the Buyer and the Continuing Shareholders has agreed to usual and customary covenants relating to the Arrangement for an agreement of this nature, including without limitation covenants to:

use commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary to consummate the Arrangement, including obtaining all necessary waivers, consents and approvals required to be obtained by it;
use commercially reasonable efforts to satisfy or fulfill the conditions precedent to completion of the Arrangement as soon as reasonably practicable; and
take or refrain from taking any action that would be inconsistent with the terms of the Arrangement Agreement or that could reasonably be expected to delay, impede or otherwise interfere with the completion of the Arrangement.

Covenants of Pacgen Regarding Non-Solicitation

Under the Arrangement Agreement, Pacgen has agreed to certain customary non-solicitation covenants in favour of the Buying Group. The Arrangement Agreement provides that Pacgen and its representatives shall cease and terminate all existing discussions or negotiations with any person (other than the Buying Group) with respect to any actual or potential Acquisition Proposal. In addition, until the earlier of the Effective Time or the date, if any, on which the Arrangement Agreement is terminated in accordance with its terms, neither Pacgen nor any of its representatives, shall, directly or indirectly through any other person:

make, solicit, assist, initiate encourage or otherwise facilitate any inquiries, offers or proposals or expressions of interest, regarding an Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal;
enter into, engage or participate in any negotiations or discussions regarding, or provide any information with respect to, or otherwise cooperate in any way with, any attempt or effort by any person to make or complete an Acquisition Proposal or that could reasonably be expected to lead to Acquisition Proposal;
withdraw, modify, change or qualify, or propose publicly to withdraw, modify, change or qualify, in any manner adverse to the Buyer, the Pacgen Board’s approval of the Arrangement or the Pacgen Board’s recommendation that Pacgen Shareholders vote in favour of the Arrangement Resolution;
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approve, recommend or remain neutral with respect to, or publicly propose to approve, recommend or remain neutral with respect to, any Acquisition Proposal;
make any public announcement (except as required by applicable laws or the rules or policies of the TSX-V) or take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the Pacgen Board’s approval or recommendation of the Arrangement; or
accept or or enter into, or propose publicly to accept or enter into, any letter of intent, memorandum of understanding, agreement in principle, arrangement or agreement in respect of an Acquisition Proposal,

except, in each case, as expressly permitted pursuant to the terms of the Arrangement Agreement. See “Information Concerning the Arrangement – The Arrangement Agreement – Covenants – Right to Match”.

In the event that Pacgen receives an unsolicited Acquisition Proposal or any proposal, offer, inquiry or expression of interest that constitutes or that could reasonably be expected to lead to an Acquisition Proposal, Pacgen shall promptly notify the Buyer of such Acquisition Proposal or other proposal, offer, inquiry or expression of interest and thereafter keep the Buyer promptly and fully informed of the status, including any change, amendment or modification to the terms and conditions, and details of any discussion or negotiations with respect to, any such Acquisition Proposal or proposal, offer, inquiry, expression of interest or request.

Right to Match

If at any time prior to approval by the Pacgen Shareholders of the Arrangement Resolution the Company receives a bona fide written Acquisition Proposal that was not solicited in contravention of the non-solicitation covenants described above, Pacgen and its representatives may:

contact the person making the Acquisition Proposal solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or could reasonably be expect to lead to, a Superior Proposal; and
if the Pacgen Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal and the failure to furnish information with respect to Pacgen to the person making such Acquisition Proposal or participate in discussions or negotiations with such person would be inconsistent with its fiduciary duties under applicable laws, Pacgen may (i) furnish information with respect to Pacgen to the person making such Acquisition Proposal and its representatives (provided that Pacgen first enters into a confidentiality agreement with such person that is no less favourable to Pacgen than the confidentiality agreement between Pacgen and the Buyer and promptly and concurrently provides to the Buyer any material non-public information concerning Pacgen that is provided to such person) and (ii) engage in discussions and negotiations with the person making such Acquisition Proposal.

Notwithstanding the covenants with respect to non-solicitation described above, Pacgen may, at any time after the date of the Arrangement Agreement and prior to the Meeting, terminate the Arrangement Agreement and accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal if and only if:

such Acquisition Proposal did not result from a breach of Pacgen’s non-solicitation covenants described above and Pacgen has otherwise complied with the “right to match” provisions described herein;
the Pacgen Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal constitutes a Superior Proposal;
Pacgen has (i) given written notice to the Buyer of the Pacgen Board’s determination that such Acquisition Proposal constitutes a Superior Proposal and that the Pacgen Board has determined, subject only to compliance with the right to match provisions, to approve, accept, endorse, recommend or enter into a binding written agreement with respect to the Superior Proposal (the “ Superior Proposal Notice ”) and (ii) provided the Buyer with a copy of the document containing such Superior Proposal (together, if applicable, with a
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written notice from the Pacgen Board setting forth the value the Pacgen Board has ascribed to any non-cash consideration included in such Superior Proposal);

at least five full business days (the “ Right to Match Period ”) shall have elapsed from the later of the date on which the Buyer received the Superior Proposal Notice and the date on which the Buyer received a copy of the documents required according to the right to match provisions;
if the Buyer has offered to amend the terms of the Arrangement Agreement and the Arrangement during the Right to Match Period, the Pacgen Board has determined, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to be a Superior Proposal when assessed against the Arrangement Agreement and the Arrangement as they are proposed to be amended as at the termination of the Right to Match Period; and
Pacgen terminates the Arrangement Agreement pursuant to termination provisions contained in the Arrangement Agreement and pays the Termination Fee (as described below).

During the Right to Match Period, the Buyer will have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement Agreement and the Arrangement. The Pacgen Board will review any such offer to determine whether such offer would, if accepted, result in the Acquisition Proposal previously constituting a Superior Proposal (the “ Competing Offer ”) ceasing to constitute a Superior Proposal. If the Competing Offer would no longer constitute a Superior Proposal, Pacgen will negotiate with the Buyer in good faith to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would result in the Competing Offer ceasing to be a Superior Proposal and enable it to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Pacgen Board determines that the Competing Offer would cease to be a Superior Proposal when assessed against the Arrangement Agreement and the Arrangement as they are proposed to be amended, Pacgen and the Buyer shall amend the terms of this Agreement and the Arrangement to give effect to such amendments.

Conditions to the Closing

Mutual Closing Conditions

Under the Arrangement Agreement, the respective obligations of Pacgen and the Buyer to complete the Arrangement to the satisfaction or waiver of customary conditions for the benefit of both parties, including without limitation the following:

the Arrangement Resolution shall have been approved by the Pacgen Shareholders at the Meeting, in accordance with the Interim Order;
each of the Interim Order and the Final Order will have been obtained in form and substance satisfactory to the parties, each acting reasonably, and will not have been set aside or modified in any manner unacceptable to Pacgen or the Buyer, each acting reasonably, on appeal or otherwise;
no law shall have been enacted and no legal proceeding shall have been taken that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement as contemplated herein;
the conditional approvals of the TSX-V will have been obtained; and
Pacgen shall have obtained each of third party consent required to be obtained in connection with the Arrangement, in each case in form and substance satisfactory to the Buyer, acting reasonably.

Closing Conditions in Favour of the Buyer

In addition to satisfaction of the mutual closing conditions described above, the obligation of the Buyer to complete the Arrangement shall be subject to the satisfaction or waiver of customary closing conditions, including without limitation the following:

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Pacgen shall have performed its covenants under the Arrangement Agreement in all material respects;
the representations and warranties of Pacgen set forth in the Arrangement Agreement shall be true and correct in all respects, without regard to any materiality or the Material Adverse Effect qualifications contained therein, as of the Effective Time with the same force and effect as if made on and as of the Effective Date (except (i) to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of such earlier date, (ii) as affected by the transactions contemplated in the Arrangement Agreement or (iii) except where any failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, result in a Material Adverse Effect);
the aggregate number of Common Shares in respect of which Dissent Rights have been exercised shall not exceed 7.5% of the number of issued and outstanding Common Shares;
since the date of the Arrangement Agreement, no Material Adverse Effect shall have occurred; and
if and to the extent directed by the Buyer, Pacgen shall have delivered to the Buyer a written resignation and mutual release, in form and substance reasonably satisfactory to the Buyer, from each of the directors of Pacgen and its subsidiaries (each, a “ Director Release ”).

Closing Conditions in Favour of Pacgen

In addition to satisfaction of the mutual closing conditions described above, the obligation of Pacgen to complete the Arrangement shall be subject to the satisfaction or waiver of customary closing conditions, including without limitation the following:

each of the Buyer and the Continuing Shareholders shall have performed their respective covenants under the Arrangement Agreement in all material respects;
the representations and warranties of the Buyer and the Continuing Shareholders set forth in the Arrangement Agreement shall be true and correct in all respects, without regard to any materiality qualifications contained therein, as of the Effective Time with the same force and effect as if made on and as of the Effective Date (except (i) to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of such earlier date, or (ii) as affected by the transactions contemplated in the Arrangement Agreement);
the Buyer shall have delivered to Pacgen a duly executed copy of each of the Director Releases; and
the Buyer shall have deposited with the Depositary sufficient funds to satisfy the aggregate cash amount payable to Pacgen Shareholders at the Effective Time.

Termination Rights

Termination by Pacgen or the Buyer

In addition to being terminated by the mutual written consent of Pacgen and the Buyer, the Arrangement Agreement may be terminated by either Pacgen or the Buyer at any time prior to the Effective Time if:

the Effective Time has not occurred on or before the Outside Date, except that the right to terminate the Arrangement Agreement is not available to any party whose failure to fulfill any of its obligations or whose breach of any of its representations and warranties under the Arrangement Agreement has been a principal cause of, or resulted in, the failure of the Effective Time to occur by such date; or
the Meeting is held and the Required Shareholder Approval is not obtained in accordance with applicable laws and the Interim Order, except that the right to terminate the Arrangement Agreement is not available to a party if the failure to receive the Required Shareholder Approval has been caused by, or is a result of, a
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breach by such party of any of its representations or warranties or the failure of such party to perform any of its covenants or agreements under the Arrangement Agreement.

Termination by the Buyer

The Buyer may terminate the Arrangement Agreement at any time prior to the Effective Time if:

any of the following shall occur: (i) the Pacgen Board fails to publicly make a recommendation that Pacgen Shareholders vote in favour of the Arrangement Resolution or withdraws, modifies, changes or qualifies such recommendation in a manner adverse to the Buyer; (ii) the Pacgen Board accepts, approves, endorses, or recommends any Acquisition Proposal; (iii) Pacgen enters into an agreement in respect of an Acquisition Proposal (with the exception of a confidentiality agreement that complies with the requirements of the Arrangement Agreement; (iv) the Pacgen Board fails to reaffirm its recommendation that Pacgen Shareholders vote in favour of the Arrangement Resolution within five Business Days after having been requested in writing by the Buyer to do so (it being understood that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond a period of five Business Days shall be considered a failure of the Pacgen Board to reaffirm its recommendation within the requisite time period); or (v) the Pacgen Board or Pacgen publicly proposes or announces its intention to do any of the foregoing (each, a “ Change of Recommendation ”);
Pacgen breaches its non-solicitation obligations under the Arrangement Agreement in any material respect; or
subject to the notice and cure provisions contained in the Arrangement Agreement, Pacgen breaches any of its representations, warranties, covenants or agreements contained in the Arrangement Agreement, which breach would cause any of the closing conditions for the benefit of the Buyer not to be satisfied (provided, however, that the Buyer is not then in breach of the Arrangement Agreement so as to cause any of the conditions for the benefit of Pacgen not to be satisfied.

Termination by Pacgen

Pacgen may terminate the Arrangement Agreement at any time prior to the Effective Time if:

the Pacgen Board authorizes Pacgen to enter into an agreement in respect of a Competing Offer, provided that: (i) Pacgen has complied with its non-solicitation and right to match obligations under the Arrangement Agreement; (ii) the Pacgen Board has determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Competing Offer constitutes a Superior Proposal; and (iii) Pacgen pays the Termination Fee to the Buyer as described below; or
subject to the notice and cure provisions contained in the Arrangement Agreement, the Buyer breaches any of its representations, warranties, covenants or agreements contained in the Arrangement Agreement, which breach would cause any of the closing conditions for the benefit of Pacgen not to be satisfied (provided, however, that Pacgen is not then in breach of the Arrangement Agreement so as to cause any of the conditions for the benefit of the Buyer not to be satisfied.

Termination Fee

Pacgen has agreed to pay the Buyer a termination fee of $150,000 in the following circumstances:

either Pacgen or the Buyer terminate the Arrangement Agreement because the Required Shareholder Approval is not obtained, if (i) an Acquisition Proposal is made public or proposed publicly to Pacgen or the Pacgen Shareholders prior to the Meeting (and such Acquisition Proposal has not expired or been withdrawn at least five business days prior to the Meeting) and (ii) Pacgen or any of its subsidiaries completes an Acquisition Proposal within one year after the Arrangement Agreement is terminated or enters into an agreement in respect of an Acquisition Proposal within one year after the Arrangement Agreement is terminated and subsequently completes such Acquisition Proposal;
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the Buyer terminates the Arrangement Agreement on account of a Change of Recommendation or because Pacgen has breached its non-solicitation obligations contained under the Arrangement Agreement; or
Pacgen terminates the Arrangement Agreement in order to enter into an agreement with respect to an Acquisition Proposal in accordance with the terms of the Arrangement Agreement.

Payment of Consideration

Letter of Transmittal

A Letter of Transmittal is being mailed to each person who was a Registered Shareholder on the Record Date. In order to receive the consideration they are entitled to receive on completion of the Arrangement, a Registered Shareholder must deliver to the Depositary a properly completed and signed Letter of Transmittal, together with such additional documents and instruments as the Depositary may reasonably require, in accordance with the instructions set forth therein. It is recommended that Registered Shareholders complete, sign and deliver the Letter of Transmittal, together with accompanying documents, to the Depositary as soon as possible.

Shareholders whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company, trustee or other Intermediary or nominee should contact that Intermediary or nominee for assistance in depositing their Common Shares with the Depositary and should follow the instructions of such Intermediary or nominee in order to ensure that they receive the consideration they are entitled to receive in respect thereof.

Exchange Procedure

Prior to the Effective Date, the Buyer will deposit with the Depositary the aggregate consideration payable to Pacgen Shareholders upon completion of the Arrangement. The Depositary will act as the agent of Registered Shareholders who have deposited Common Shares pursuant to the Arrangement for the purpose of receiving such consideration and paying it to Registered Shareholders.

In order to receive the consideration which a Registered Shareholder is entitled to receive upon completion of the Arrangement, a Registered Shareholder must complete, sign, date and deliver the enclosed Letter of Transmittal to the Depositary in accordance with the instructions set out therein and in this Information Circular. The Letter of Transmittal is also available (i) from the Depositary at 1-800-564-6253 or [email protected] or (ii) under the Company’s issuer profile on SEDAR at www.sedar.com.

Upon delivery of a duly completed Letter of Transmittal, together with the certificate or DRS Statement representing their respective Common Shares and such other documents as the Depositary may require, a Registered Shareholder (other than a Dissenting Shareholder) will be entitled to receive the consideration such Registered Shareholder is entitled to receive upon completion of the Arrangement in exchange for their respective Common Shares. As soon as practicable after the Effective Time, the Depositary will deliver to such Registered Shareholder a cheque in such amount.

The exchange of Common Shares beneficially held in respect of Non-Registered Shareholders is expected to be made with the Non-Registered Shareholder's broker, securities dealer, trust, corporation or other Intermediary through the procedures in place for such purposes between CDS and such intermediaries. Non-Registered Shareholders should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive payment for their Common Shares as soon as possible following completion of the Arrangement.

Lost or Stolen Certificates

If any certificate that immediately prior to the Effective Time represented one or more outstanding Common Shares to be to the Buyer pursuant to the Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration that such holder is entitled to receive in accordance with the Arrangement. As a condition precedent to receiving such consideration, the holder to whom such consideration is to be delivered must give a bond satisfactory to the Buyer, Pacgen and the Depositary, in such sum as the Buyer, Pacgen and

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the Depositary may direct, or otherwise indemnify Pacgen and the Depositary in a manner satisfactory to the Buyer, Pacgen and the Depositary against any claim that may be made against the Buyer, Pacgen and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Extinction of Rights

If any Pacgen Shareholder fails to deliver to the Depositary a duly completed Letter of Transmittal, together with the certificate or DRS Statement representing their respective Common Shares and such other documents as the Depositary may require, within six years following the Effective Date, the Pacgen Shareholder shall forfeit any right to receive the consideration they would otherwise have been entitled to receive upon completion of the Arrangement. After the expiry of such six year period, any certificate or DRS Statement in respect of Common Shares shall cease to represent a right or claim of any kind or nature and such Common Shares will be deemed to have been transferred to the Buyer for cancellation.

Withholding Rights

Pursuant to the Arrangement Agreement, Pacgen, the Depositary and the Buyer shall each be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any person under the Arrangement Agreement or the Plan of Arrangement and from all dividends (including deemed dividends), interest, or other amounts payable to any former Pacgen Shareholder, including any Pacgen Shareholder who has exercised Dissent Rights, such amounts as Pacgen, the Depositary or the Buyer may be required to deduct or withhold therefrom under any provision of applicable laws in respect of taxes. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under the Arrangement Agreement and the Plan of Arrangement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate governmental entity by or on behalf of Pacgen, the Depositary, or the Buyer, as the case may be. The right of Pacgen, the Depositary and the Buyer to withhold tax shall not derogate or limit any gross-up obligations that may otherwise apply to any amounts so paid. In the event that the Depositary or the Buyer remits an amount thereunder, as soon as practicable thereafter the Depositary or the Buyer, as applicable, shall deliver to Pacgen the original or a certified copy of a receipt issued by the governmental entity to which such amount was remitted evidencing such remittance, a copy of the return reporting such remittance or other evidence of such remittance reasonably satisfactory to Pacgen.

Dissent Rights in Respect of the Arrangement

There is no mandatory statutory right of dissent and appraisal in respect of plans of arrangement under the BCBCA. However, rights of dissent (“ Dissent Rights ”) in respect of the Arrangement, which Dissent Rights may be exercised in the manner set forth in Division 2 of Part 8 of the BCBCA, as may be modified by the Interim Order, a copy of which is attached as Schedule F to this Information Circular. Division 2 of Part 8 of the BCBCA is attached as Schedule H to this Information Circular.

In order for a Registered Shareholder to validly exercise Dissent Rights in respect of the Arrangement, a notice of dissent must be received by Pacgen by no later than 10:00 am (Vancouver time) on the date which is two business days in advance of the Meeting. Such written objection should be delivered to Pacgen c/o McCarthy Tétrault, 2400 – 745 Thurlow Street, Vancouver, British Columbia V6E 0C5, Attention: Robin Mahood. A Registered Shareholder who wishes to exercise its Dissent Rights must strictly comply with the requirements of the Dissent Rights, and any failure to do so may result in the loss of such Dissent Rights.

The process for exercising Dissent Rights is technical and complex. Any Registered Shareholder who might desire to exercise Dissent Rights should carefully consider and comply with the Dissent Rights and consult their legal advisor.

Registered Shareholders who duly exercise Dissent Rights with respect to their Common Shares and who are ultimately entitled to be paid fair value for their Common Shares, which fair value shall be the fair value of such shares immediately before the Arrangement Resolution is passed, shall be paid an amount equal to such fair value by the Buyer and shall be deemed to have irrevocably transferred their Common Shares to the Buyer in exchange for such fair value. If a Registered Shareholder exercises Dissent Rights but is not ultimately determined not to be entitled to

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be paid fair value for their Common Shares, such Registered Shareholder shall be deemed to have participated in the Arrangement on the same basis as a Pacgen Shareholder who did not exercise Dissent Rights.

Risks Associated with the Arrangement

Pacgen Shareholders should carefully consider all of the information disclosed or referred to in this Information Circular prior to voting on the matters being put before them at the Meeting. In addition to the other information presented in this Information Circular, the following risk factors should be given special consideration:

Required Shareholder Approval

To be effective, the Arrangement Resolution must be approved by the Required Shareholder Approval, being (i) at least 66⅔% of the votes cast by Pacgen Shareholders present in person or represented by proxy at the Meeting and (ii) a simple majority of the votes cast by Pacgen Shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by all Pacgen Shareholders whose votes are required to be excluded for such purpose pursuant to MI 61-101. There can be no assurance that the Required Shareholder Approval will be obtained.

Closing Conditions and Termination Rights

In addition to the requirement to obtain the Required Shareholder Approval, completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Pacgen. Among other closing conditions, the Buyer will not be obliged to complete the Arrangement if a Material Adverse Effect has occurred or Dissent Rights have been exercised in respect of more than 7.5% of the issued and outstanding Common Shares. There can be no assurance that all of the conditions precedent to completion of the Arrangement will be satisfied or waived. See “Information Concerning the Arrangement – The Arrangement Agreement – Conditions to the Closing”.

The Buyer has the right to terminate the Arrangement Agreement in certain circumstances, including in circumstances outside the control of Pacgen. There can be no assurance that the Buyer will not terminate the Arrangement Agreement before the completion of the Arrangement. See “Information Concerning the Arrangement – The Arrangement Agreement – Termination Rights”.

Impact of Market Price of Common Shares

If the Arrangement is not completed, the market price of the Common Shares may decline to the extent that the current market price of the Common Shares reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Pacgen Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total consideration to be paid pursuant to the Arrangement.

Costs and Expenses

Certain costs incurred in connection with the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Pacgen even if the Arrangement is not completed.

Ingoing Business Risks

If the Arrangement is not completed, Pacgen will continue to face many of the risks that it currently faces with respect to its business and affairs.

Securities Law Considerations

As a reporting issuer (or its equivalent) in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia, Pacgen is subject to the securities laws of such provinces, including MI 61-101.

Multilateral Instrument 61-101

MI 61-101 is intended to regulate insider bids, issuer bids, business combinations and related party transactions to ensure that all securityholders are treated fairly. Under MI 61-101, “business combinations” (as that term is defined

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in MI 61-101) are subject to rules that require the issuer to obtain “minority approval” and independent valuations in certain circumstances. An acquisition of a reporting issuer pursuant to a plan of arrangement constitutes a “business combination” for the purposes of MI 61-101 if, among other things, any person who is a related party of the issuer at the time the transaction was agreed to (i) would directly or indirectly acquire the issuer or business of the issuer as a consequence of the transaction or (ii) is entitled to receive a “collateral benefit”.

Since the Buyer and the Continuing Shareholders collectively hold 14,904,801 Common Shares in the aggregate, representing approximately 23.00% of the issued and outstanding Common Shares, the Arrangement will constitute a “business combination” for purposes of MI 61-101. The Arrangement Agreement will also constitute a “business combination” for purposes of MI 61-101 because Christina Yip, the CEO and a director of the Company, will be entitled to receive a “collateral benefit” within the meaning of MI 61-101. A collateral benefit includes a lump sum payment (such as a severance of change of control payment) payable to a related party who owns more than 1% of the issuer’s equity securities. Under the terms of her Employment Agreement, Ms. Yip will be entitled to receive a lump sum payment equal to two times her current salary ($36,000 per year) if (i) either Ms. Yip or the Company terminates her employment within ten days following completion of the Arrangement or (ii) the Company requests that Ms. Yip continue her employment for a temporary period of less than three months following completion of the Arrangement. As Ms. Yip owns 7,162,821 Common Shares, representing 11.05% of the issued and outstanding Common Shares, her entitlement to receive a change of control payment under her Employment Agreement will constitute a “collateral benefit” within the meaning of MI 61-101.

Minority Approval Requirements

MI 61-101 requires that, in addition to any other required securityholder approval, a business combination must be approved by a simple majority of the votes cast by "minority" securityholders. In determining whether minority approval has been obtained, the issuer is required to exclude the votes cast in respect of owned, or over which control or direction is exercised, by (i) any “interested party”, (ii) any related party of an interested party and (iii) a joint of actor of any of the foregoing in respect of the transaction.

An “interested party” in respect of a business combination includes any person who is a related party of the issuer at the time the transaction was agreed to, if that person (i) would directly or indirectly acquire the issuer or business of the issuer as a consequence of the transaction or (ii) is entitled to receive a “collateral benefit”. Accordingly, each of the Buyer and the other related parties who form part of the Buying Group are interested parties in respect of the Arrangement. Because she is entitled to receive a collateral benefit in connection with the Arrangement, Christina Yip is also an interested party.

As a consequence, all Common Shares owned, or over which control or direction is exercised, by the members of the Buying Group and Christina Yip, as well as any Common Shares owned or controlled by any related party or joint actor of the foregoing, must be excluded for purposes of determining whether minority approval has been obtained. As of the date of this Agreement, the Buying Group collectively owns or controls 14,904,801 Common Shares (representing 23.00% of the issued and outstanding Common Shares) and Christina Yip owns or controls 7,162,821 Common Shares (representing 11.05% of the issued and outstanding Common Shares).

The requirement to obtain minority approval in accordance with MI 61-101 is in addition to the requirement that the Arrangement Resolution must be approved by 66⅔% of the votes cast at the Meeting by shareholders present in person or represented by proxy and entitled to vote thereat.

Formal Valuation Requirements

The Arrangement is not subject to the formal valuation requirements in MI 61-101 because the Common Shares are not listed or quoted on any of the stock exchanges specified in Section 4.4(1)(a) of MI 61-101.

Certain Canadian Federal Income Tax Considerations

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “ Tax Act ”) in respect of the Arrangement that are generally applicable to a beneficial owner of Common Shares who, at all relevant times, for the purposes of the Tax Act, deals at arm’s length with, and is not affiliated with, Pacgen, the Buyer or any of their respective affiliates for the purposes of the Tax Act,

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holds its Common Shares as capital property for purposes of the Tax Act and disposes of such Common Shares under the Arrangement ( a “ Holder ”). Common Shares will generally be considered to be capital property to a Holder unless the Holder holds or uses the Common Shares, or is deemed to hold or use the Common Shares, in the course of carrying on a business or as part of an adventure or concern in the nature of trade.

This summary does not apply to a Holder: (i) that is a “financial institution” for purposes of the mark-to-market rules contained in the Tax Act; (ii) an interest in which is or would constitute a “tax shelter investment” (as defined in the Tax Act); (iii) that is a “specified financial institution” (as defined in the Tax Act); (iv) that reports its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; (v) who received Common Shares upon exercise of a stock option or other equity-based employment compensation plan or arrangement; (vi) who has entered into or will enter into, with respect to their Common Shares, a “synthetic disposition arrangement” or a “derivative forward agreement” (each as defined in the Tax Act); (vii) that is a partnership for Canadian federal income tax purposes; or (viii) that is exempt from tax under the Tax Act. All such Holders should consult their own tax advisors with respect to the Arrangement.

The tax treatment of holders of Pacgen Options is not addressed in this summary. All holders of Pacgen Options should consult their own tax advisors with respect to the Arrangement.

This summary is based on the facts set out in this Information Circular, the current provisions of the Tax Act and the regulations promulgated thereunder (the “ Regulations ”) in force as of the date hereof and the administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) publicly available prior to the date of this Information Circular. This summary takes into account all specific proposals to amend the Tax Act and the Regulations (the “ Proposed Amendments ”) that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and assumes that the Proposed Amendments will be enacted in the form proposed. Except for the Proposed Amendments, this summary does not take into account or anticipate any other changes in law or any changes in the CRA’s administrative policies and assessing practices, whether by way of judicial, governmental or legislative action or decision, nor does it take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Proposed Amendments will be enacted as proposed or at all, or that legislative, judicial, or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to the Arrangement. This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or income tax advice to any particular Holder. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them of the Arrangement having regard to their own particular circumstances.

Holders Resident in Canada

The following part of this summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada at all relevant times (a “ Resident Holder ”). Certain Resident Holders whose Common Shares might not otherwise qualify as capital property, may, in certain circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Common Shares, and every “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Any Resident Holder contemplating making a subsection 39(4) election should consult their tax advisor for advice as to whether the election is available or advisable in their particular circumstances.

Disposition of Common Shares under the Arrangement

A Resident Holder who disposes of Common Shares under the Arrangement generally will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Common Shares immediately before the disposition and any reasonable costs of disposition. See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below for a description of the tax treatment of capital gains and capital losses.

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Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year. Subject to, and in accordance with, the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an “ allowable capital loss ”) in a taxation year must generally be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent year against net taxable capital gains realized in such years, to the extent and under the circumstances provided in the Tax Act.

Capital gains realized by a Resident Holder who is an individual (including certain trusts) may give rise to liability for minimum tax under the Tax Act.

A Resident Holder that is throughout the relevant year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act), including taxable capital gains.

If the Resident Holder is a corporation, the amount of any capital loss arising from a disposition or deemed disposition of a share may, to the extent and under the circumstances specified in the Tax Act, be reduced by the amount of certain dividends which have been previously received or deemed to have been received by the Resident Holder on such share (or, in certain circumstances, another share where the share has been acquired in exchange for such other share). Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Common Shares. Resident Holders to whom these rules may be relevant are urged to consult their own tax advisors.

Resident Dissenting Holders

A Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a “ Resident Dissenting Holder ”) will transfer such holder’s Common Shares to the Buyer and will be entitled to receive a payment by the Buyer of an amount equal to the fair value of such Common Shares. In general, a Resident Dissenting Holder will realize a capital gain (or a capital loss) equal to the amount by which the cash received in respect of the fair value of the holder’s Common Shares (other than in respect of any interest awarded by a court) exceeds (or is exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Common Shares immediately before the disposition and any reasonable costs of disposition. See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” above for a description of the tax treatment of capital gains and capital losses.

Interest (if any) awarded by a court to a Resident Dissenting Holder will be included in the Resident Dissenting Holder’s income for the purposes of the Tax Act. A Resident Dissenting Holder that is throughout its taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable for an additional refundable tax on its “aggregate investment income”, including any aforementioned capital gains and such interest income. Resident Dissenting Holders should consult their own tax advisors.

Holders Not Resident in Canada

The following part of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times: (i) is not, and is not deemed to be, resident in Canada; (ii) does not, and is not deemed to, use or hold Common Shares in or in the course of carrying on a business in Canada; and (iii) is not an insurer who carries on an insurance business or is deemed to carry on an insurance business in Canada and elsewhere (a “ Non-Resident Holder ”).

Disposition of Common Shares under the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Common Shares under the Arrangement unless the Common Shares constitute “taxable Canadian property” and are not “treaty-protected property” (each as defined in the Tax Act) to the Non-Resident Holder at the time of the disposition.

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Generally, a Common Share will not constitute “taxable Canadian property” of a Non-Resident Holder at a particular time provided that such share is listed on a “designated stock exchange” as defined in the Tax Act (which includes the TSX-V) at that time, unless at any time during the 60-month period immediately preceding the particular time: (a) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or a person described in (a)(ii) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of Pacgen, and (b) more than 50% of the fair market value of the Common Share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, Common Shares may otherwise in certain circumstances be deemed to be taxable Canadian property to the Non-Resident Holder for the purposes of the Tax Act. Non-Resident Holders should consult with and rely upon their own tax advisors in this regard.

Even if the Common Shares are considered to be taxable Canadian property to a Non-Resident Holder, a taxable capital gain realized by such Non-Resident Holder from the disposition of such Common Shares under the Arrangement will not be included in computing the Non-Resident Holder’s taxable income earned in Canada for the purposes of the Tax Act, and will therefore not be subject to tax in Canada, if, at the time of the disposition, the Common Shares constitute treaty-protected property of the Non-Resident Holder for purposes of the Tax Act. Common Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such shares would, because of an applicable income tax treaty or convention between Canada and the country of which the Non-Resident Holder is resident for purposes of such treaty or convention and in respect of which the Non-Resident Holder is entitled to receive benefits thereunder, be exempt from tax under Part I of the Tax Act.

If the Common Shares are considered to be taxable Canadian property of a Non-Resident Holder and are not treatyprotected property of the Non-Resident Holder at the time of their disposition, such Non-Resident Holder may realize a capital gain (or capital loss) on the disposition of Common Shares under the Arrangement and the tax consequences to the Non-Resident Holder in respect of such capital gain (or capital loss) will generally be as described above under “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Disposition of Common Shares under the Arrangement”.

Non-Resident Holders who dispose of Common Shares that may be taxable Canadian property should consult with and rely upon their own tax advisors with respect to the Canadian income tax consequences of the disposition, including whether their Common Shares constitute treaty-protected property and the potential requirement to file a Canadian income tax return depending on their particular circumstances .

Non-Resident Dissenting Holders

A Non-Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a “ Non-Resident Dissenting Holder ”) will transfer such holder’s Common Shares to the Buyer and will be entitled to receive a payment from the Buyer of an amount equal to the fair value of such Common Shares. In general, a Dissenting Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Common Shares pursuant to the exercise of Dissent Rights unless the Common Shares are (or are deemed to be) “taxable Canadian property” and are not “treaty-protected property” (each as defined in the Tax Act) to the Non-Resident Dissenting Holder at the time of the disposition, as discussed above under “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada– Disposition of Common Shares under the Arrangement”.

Interest (if any) awarded by a court to a Non-Resident Dissenting Holder generally should not be subject to Canadian withholding tax under the Tax Act, provided that such interest does not constitute “participating debt interest” for purposes of the Tax Act.

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STATEMENT OF EXECUTIVE COMPENSATION

Composition and Responsibilities of the Compensation Committee

The executive compensation policy of the Company is determined by the Pacgen Board with recommendations from the Compensation and Human Resources Committee (the “ Compensation Committee ”). The Compensation Committee is accountable to the Pacgen Board and responsible for board compensation, reviewing the salaries and fringe benefits of executive management and senior staff, reviewing the contingency plan for management succession, identifying the Chief Executive Officer (the “ CEO ”) of the Company, assisting the CEO in selecting the senior management of the Company, and assisting with employee-employer relations.

The Compensation Committee currently consists of Dr. Telvin Ju (Chair), Dr. Rakesh Kumar Arya and Alan Savage.

Compensation Discussion and Analysis

Compensation Program and Strategy

The Pacgen Board has determined that the Company’s executive compensation program and strategy is to: (i) preserve working capital of the Company with compensation focused on equity-based compensation rather than cash compensation; (ii) provide a strong equity-based incentive for executives to work towards achievement of the Company’s goal and strategic objectives; and (iii) ensure that the interests of management of the Company and the Company’s shareholders are aligned. The Company’s compensation program and strategy for its executive officers consists primarily of base salary, performance incentives and equity-based compensation.

Management Appointment and Contracts, Base Salary and Performance Incentives

During the fiscal year ended March 31, 2018, the Company internalized its operations and appointed a new management team to support its corporate growth. Mr. Chung-Yu Wang, resigned from his Interim CEO position to focus his leadership role at the board level. Ms. Christina Yip was promoted from Chief Financial Officer to CEO, and Ms. Andrea Chan was appointed Interim Chief Financial Officer (“ Interim CFO ”).

Pursuant to their employment agreements (each an “ Employment Agreement ”), Ms. Yip is entitled to an annual salary of $36,000 and 4 weeks of paid vacation per annum, and is eligible for benefits and performance bonuses of up to two times of annual salary linked to achievement of objectives set by the Pacgen Board; Ms. Chan is entitled to an annual salary of $60,000 and 4 weeks of paid vacation per annum, and is eligible for benefits and performance bonuses linked to achievement of objectives set by the Company.

Equity-Based Compensation

The Pacgen Board considers equity-based compensation a key component of the Company’s compensation program to (i) maintain competitive compensation in order to attract and retain senior management and employees, despite the lower cash compensation packages offered by the Company, as compared with its peer companies, and (ii) provide strong incentive for these senior management and employees to work towards the achievement of goals and objectives that are aligned with shareholders’ interests. The Company’s equity-based compensation is made in the form of stock options granted under the Plan.

Following recommendations from the Compensation Committee, the Pacgen Board adopted a set of stock option grant guidelines in August 2007 (the “ Option Guidelines ”) that provide guidance and processes for granting options to eligible directors, executive officers, employees and consultants of the Company under the Plan. The Option Guidelines, among other things, provide that: (i) no commitment may be made, at the time of an employment or consulting contract offer, to grant more than 50,000 stock options without prior approval of the Compensation Committee; (ii) all option grants are subject to the approval of the Pacgen Board based on recommendations of the Compensation Committee; and (iii) the minimum pricing of stock options is based on the higher of a ten days weighted average of the closing price of the Common Shares prior to the announcement of an appointment, if applicable, and the minimum pricing in accordance with the Plan. In addition to the Option Guidelines, the Compensation Committee and the Pacgen Board will also take into account the term of service contract, level of responsibilities, as well as previous grants of options when considering new grants.

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Pursuant to their respective Employment Agreements, Ms. Yip was granted options to purchase up to 500,000 Common Shares of the Company and Ms. Chan was granted to options to purchase up to 175,000 Common Shares of the Company. These options were priced in accordance with the policies of the TSX-V and have an exercise price of $0.08 per share. These options will expire eight years from the date of grant, with 10% vesting immediately on the date of grant, and the remaining balance will vest over three years in three equal instalments commencing on the first anniversary of the date of grant.

During Fiscal 2019 and Fiscal 2020, the Company did not grant any stock options to its senior management and incurred share-based compensation of $45,598 and share-based compensation recoveries of $2,963, respectively, with respect to stock options vested to senior management during the period.

Summary Compensation Table (Excluding Compensation Securities)

The following table provides a summary of the compensation (excluding compensation securities) earned during Fiscal 2018, Fiscal 2019 and Fiscal 2020 by the CEO and the Interim CFO (collectively, the “ Named Executive Officers ”).

To support the Company’s cost-saving management program, all non-management directors of the Company have agreed to serve without compensation.

					Committee		Value of All
Name and	Fiscal Year		Consulting		or Meeting	Value of	Other	Total
Principal	Ended	Salary(3)	Fees (3)	Bonus	Fees	Perquisites	Compensation	Compensation
Position	March 31	($)	($)	($)	($)	($)	($)	($)
Christina Yip	2020	36,000	–	–	–	–	–	36,000
President and	2019	36,000	–	–	–	–	–	36,000
CEO(1)	2018	9,000	–	–	–	–	–	9,000
Andrea Chan	2020	60,000	–	–	–	–	–	60,000
Interim CFO(2)	2019	60,000	–	–	–	–	–	60,000
	2018	–	60,000	–	–	–	–	60,000

Notes:

(1) Ms. Yip was appointed as CEO of the Company on March 27, 2018. Ms. Yip had been CFO of the Company since April 10, 2006 prior to the promotion. Total salary paid to Ms. Yip in Fiscal 2018 covered her service period from January 1, 2018 to March 31, 2018. Prior to January 1, 2018, no cash compensation had been paid to Ms. Yip since August 2009. Ms. Yip did not receive compensation for her service as director.

(2) Ms. Chan was appointed as Interim CFO of the Company on March 27, 2018. Ms. Chan had been Director, Finance and Administration of the Company since May 1, 2016 prior to the promotion. Total consulting fees paid to Ms. Chan in Fiscal 2018 covered her service period from April 1, 2017 to March 31, 2018.
(3) See “Statement of Executive Compensation – Compensation Discussion and Analysis” for a discussion of the Company’s compensation program and strategy.

Stock Options and Other Compensation Securities

During Fiscal 2019 and Fiscal 2020, the Company did not grant or issue any stock options or other compensation securities to its Named Executive Officers and directors.

Exercise of Compensation Securities by Directors and Named Executive Officers

During Fiscal 2019 and Fiscal 2020, none of the directors or Named Executive Officers exercised any stock options or compensation securities.

Pension Plan Awards

The Company does not currently have any defined benefit or defined contribution pension plans or deferred compensation plans in place.

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Termination and Change of Control Benefits

The Named Executive Officers are entitled to certain termination and change of control benefits, as described below.

If an Employment Agreement is terminated (i) by the Named Executive Officer upon a material breach or default of any term of the Employment Agreement by the Company, (ii) in the event of a constructive dismissal, or (iii) by the Company without cause, each of Ms. Yip and Ms. Chan is entitled to a severance payment equal to 24 months of her then current base salary. If an Employment Agreement is terminated in certain circumstances, 100% of the unvested options held by the Named Executive Officer will immediately vest.

If there is a change of control of the Company (a “ Change of Control ”), and (i) either the Company or the Named Executive Officer terminates an Employment Agreement within ten days of the Change of Control or (ii) the Company requests that the Named Executive Officer continue her position for a temporary period of less than three months following the Change of Control, each of Ms. Yip and Ms. Chan is entitled to a severance payment equal to 24 months of her then current base salary.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of March 31, 2020 with respect to securities authorized for issuance under the Plan. The Company does not have any equity compensation plans other than the Plan.

	Number of Securities to
	be Issued Upon Exercise	Weighted Average Exercise Price	Number of Securities Remaining
	of Outstanding Options,	of Outstanding Options,	Available for Future Issuance
	Warrants and Rights	Warrants and Rights	Under Equity Compensation
Plan Category
Equity compensation plans approved bysecurityholders	3,450,000	$0.08	3,031,596

The Stock Option Plan

The purpose of the Plan is to enable the Company to attract and retain personnel of the highest calibre by offering to them an opportunity to share in any increase in value of the Common Shares resulting from their efforts and to provide incentives to the Company's employees, officers, directors and consultants responsible for the continued success of the Company.

All of the options that have been and will be granted under the Plan must be exercised within a maximum period of ten years following their date of grant, subject to the maximum expiry time prescribed by the policies of the TSX-V. The Pacgen Board designates the recipients of options and determines the number of Common Shares covered by each option, the date of vesting, the exercise price and the expiry date of such option and any other question relating thereto, subject to the policies of the TSX-V.

The maximum aggregate number of Common Shares that are issuable under the Plan as of the date of award is equal to 10% of the number of issued and outstanding Common Shares as at such date. The maximum number of Common Shares that may be optioned in favour of any single individual may not exceed 5% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares which may be optioned in favour of insiders of the Company is 10% of the issued and outstanding Common Shares at the date of the grant.

In the event an option holder ceases to be a director, officer, consultant or employee of the Company, all unvested options granted under the Plan shall be cancelled immediately and vested options shall be cancelled on the 90[th] day following the date the option holder ceases to be a director, officer, consultant or employee of the Company.

If an option holder dies while his or her options are outstanding, then the expiry date for any vested options shall be the earlier of the original expiry date and the date that is six months after the date of the option holder’s death. The expiry date for any unvested options shall be the date of the option holder’s death. The right to purchase Common Shares under an option shall not vest after the date of the option holder’s death.

In the event of a change of control, the Pacgen Board, at its sole discretion, may (1) declare that the unvested options held by an option holder shall immediately vest, (2) declare that the unvested options held by an option holder shall immediately vest and expire on an expiry date set forth in a notice to the option holder, or (3) take such other actions as the Pacgen Board deems fair and reasonable under the circumstances.

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OTHER INFORMATION

Indebtedness of Directors and Executive Officers

No current or former director or executive officer of the Company, no proposed nominee for election as a director of the Company, and no associate of any such director, executive officer or proposed nominee, at any time during the most recently completed financial year has been indebted to the Company or any of its subsidiaries or had indebtedness to another entity that is, or has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, other than routine indebtedness.

Interest of Certain Persons in Matters to be Acted Upon

No person who has been a director or executive officer of the Company at any time since the last fiscal year end on March 31, 2019, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter scheduled to be acted upon at the Meeting other than the election of directors and the Arrangement.

Interest of Informed Persons in Material Transactions

Other than as set out herein, none of the directors or officers of the Company, director or officer of a body corporate that is itself an insider or a subsidiary of the Company, person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercised control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Company entitled to vote in connection with any matters being proposed for consideration at the Meeting, proposed director or nominee for election as director of the Company, or associate or affiliate of any of the foregoing has or had any material interest, direct or indirect, in any transaction or proposed transaction since the beginning of the Company’s last financial year that has materially affected or would materially affect the Company or any of its subsidiaries.

Corporate Governance Practices

The Company is subject to National Instrument 58-101 – Disclosure of Corporate Governance Practice (“ NI 58-101 ”) and National Policy 58-201 – Corporate Governance Guidelines (“ NP 58-201 ”). NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted, while NP 58-201 provides guidance on governance practices. The Company is also subject to National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), which prescribes certain requirements in relation to audit committees. The required disclosure under NI 58-101 and NI 52110 is attached hereto as Schedule I.

Additional Information

Additional information relating to the Company may be found on SEDAR at www.sedar.com and at the Company’s website at www.pacgenlife.com. Financial information is provided in the Company’s comparative consolidated financial statements and management’s discussion and analysis (“ MD&A ”) for the most recently completed financial year.

The Company will provide to any shareholder, without charge, upon request to the Corporate Secretary of the Company, copies of the Company’s comparative consolidated financial statements and MD&A for the years ended March 31, 2019 and March 31, 2020 together with the accompanying auditor’s report and any interim consolidated financial statements of the Company that have been filed for any period after the end of the Company’s most recently completed financial year, and this Information Circular. The Company may require the payment of a reasonable charge if a person who is not a shareholder of the Company makes the request for information.

If a registered holder or beneficial owner of the Company’s securities, other than debt instruments, requests the Company’s annual or interim financial statements or MD&A, the Company will send a copy of the requested financial statements and MD&A (provided it was filed less than two years before the Company receives the request) to the person or company that made the request, without charge. Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations , the Company is required to annually send a request form to registered holders and beneficial

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owners of the Company’s securities, other than debt securities, that such registered holders and beneficial owners may use to request a copy of the Company’s annual financial statements and MD&A, interim financial statements and MD&A, or both. Registered holders and beneficial owners should review the request form carefully. In particular, registered holders and beneficial owners should note that, under applicable Canadian securities laws, the Company is only required to deliver financial statements and MD&A to a person or company that requests them. Failing to return a request form or otherwise specifically requesting a copy of the financial statements or MD&A from the Company may result in a registered holder or beneficial owner not being sent these documents. Copies of these documents can also be found on SEDAR at www.sedar.com.

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APPROVAL OF CIRCULAR

The contents and sending of this Information Circular have been approved by the Board of Directors of the Company.

Dated at Vancouver, British Columbia, as of this 17[th] day of August, 2020.

By Order of the Board of Directors

(signed) “ Chung Yu Wang ”

Chung Yu Wang

Chairman of the Board of Directors

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SCHEDULE A GLOSSARY OF DEFINED TERMS

In the Information Circular to which this Schedule A is attached, the following terms shall have the following meanings:

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Acquisition Proposal means, other than the Arrangement or any transaction involving only the Buyer
or one or more of its wholly-owned subsidiaries, any written or oral offer,
proposal, inquiry or request to enter into discussions or negotiations from any
person or group of persons “acting jointly or in concert” (within the meaning at
NI 62-104) other than the Buyer or an affiliate of the Buyer) relating to any direct
or indirect acquisition or purchase (or any lease, license, royalty, joint venture,
earn-in, long term supply agreement or other arrangement having the same
economic effect as an acquisition or purchase), in a single transaction or a series
of related transactions, of (i) assets of Pacgen or one or more of its subsidiaries
(including any securities of any of Pacgen’s subsidiaries) that, individually or in
the aggregate, constitute 20% or more of the fair market value of the consolidated
assets of Pacgen or its subsidiaries, taken as a whole, or which contribute 20% or
more of the consolidated revenue of Pacgen and its subsidiaries taken as a whole
(determined based upon the most recent publicly available consolidated financial
statements of Pacgen) or (ii) Common Shares (including securities convertible
into or exchangeable or exercisable for Common Shares) representing 20% or
more of the Common Shares (assuming, if applicable, the conversion, exchange
or exercise of any securities convertible into or exchangeable or exercisable for
Common Shares), in each case whether by way direct or indirect take over bid,
tender offer, exchange offer, treasury issuance, plan of arrangement, merger,
amalgamation, consolidation, share exchange, business combination,
reorganization, share or asset purchase, joint venture, liquidation, dissolution,
winding up or other similar transaction involving Pacgen or any of its
subsidiaries
Arrangement has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – General ”
Arrangement Agreement has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – General ”
Arrangement Resolution has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – General ”
Business Day means any day, other than a Saturday, a Sunday, a public holiday or a day in
Vancouver, British Columbia when banks are not generally open for business
Buyer has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – General ”
Buying Group has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – General ”
Cash Purchase Price has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – General ”
CDS CDS Clearing and Depository Services Inc.
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Change of has the meaning ascribed thereto under the heading “ Information Concerning
Recommendation the Arrangement – The Arrangement Agreement – Termination Rights –
Termination by the Buyer ”
Competing Offer has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – The Arrangement Agreement – Covenants – Right to Match ”
Common Shares means the common shares of Pacgen
Continuing Shareholders has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – General ”
Court means the Supreme Court of British Columbia
CRA has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Certain Canadian Federal Income Tax Considerations ”
Depositary Computershare Investor Services Inc., in its capacity as depositary in respect of
the Arrangement
DermaMed Option has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Background to the Arrangement ”
DermaMed Parties has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Background to the Arrangement ”
DermaMed Products has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Background to the Arrangement ”
Director Release has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – The Arrangement Agreement – Conditions to the Closing –
Closing Conditions in Favour of the Buyer ”
Dissent Rights has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Dissent Rights in Respect of the Arrangement ”
DRS Statement a direct registration system statement
Effective Date has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Effective Date ”
Effective Time has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Effective Date ”
Evans & Evans has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Background to the Arrangement ”
Fairness Opinion has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Fairness Opinion ”
Final Order means the final order of the Court approving the Arrangement pursuant to
subsection 291 of the BCBCA, in form and substance acceptable to Pacgen and
the Buyer, each acting reasonably, as such order may be affirmed, amended,
modified, supplemented or varied by the Court (with the consent of Pacgen and
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	the Buyer, each acting reasonably) at any time prior to the Effective Time or, if appealed, then unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to Pacgen and the Buyer, each acting reasonably)
GBC	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – General”
Golden Global	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Interests of Certain Persons in the Arrangement”
Holder	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Certain Canadian Federal Income Tax Considerations”
Interim Order	means the interim order of the Court under subsection 291 of the BCBCA, in a form acceptable to Pacgen and the Buyer, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of Pacgen and the Buyer, each acting reasonably
Letter of Intent	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Background to the Arrangement”
Letter of Transmittal	the letter of transmittal to be delivered by Pacgen to Registered Shareholders in respect of the Common Shares
Material Adverse Effect	means any result, fact, change, effect, event, circumstance, occurrence or development that, taken together with all other results, facts, changes, effects, events, circumstances, occurrences or developments, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, capital, assets, liabilities (contingent or otherwise) or financial condition of Pacgen and its subsidiaries taken as a whole; provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a Material Adverse Effect: (a) changes, developments or conditions in or relating to general political, economic or financial or capital market conditions, including changes in the credit, interest rate and currency markets, in any jurisdiction in which Pacgen and its subsidiaries operate or carry on business; (b) changes, developments or conditions resulting from any act of sabotage or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war; (c) changes, developments or conditions resulting from any pandemic or any hurricane, flood, tornado, earthquake or other natural disaster, or any escalation or worsening of such pandemic or hurricane, flood, tornado, earthquake or other natural disaster;

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(d) any adoption, change or proposed change in applicable laws or the
interpretation, application or non application of applicable laws by any
governmental entity;
(e) the announcement of the execution of the Arrangement Agreement or the
transactions contemplated hereby, the pendency of the completion of the
transactions contemplated hereby, the performance of any obligation
contemplated thereunder or the completion of any of the transactions
contemplated thereby;
(f) a change in the trading price of the Common Shares immediately following
and reasonably attributable to the disclosure of the execution of the
Arrangement Agreement or the transactions contemplated thereby (it being
understood that the causes underlying such change in trading price may be
taken into account in determining whether a Material Adverse Effect has
occurred);
(g) any changes arising from actions taken by Pacgen or any of its subsidiaries
that are expressly required by the Arrangement Agreement (excluding any
actions taken or obligations to act in the ordinary course of business) or any
actions taken (or omitted to be taken) which are consented to or approved
by the Buyer (on behalf of itself and the Continuing Shareholders) in
writing; or
(h) any generally applicable changes in International Financial Reporting
Standards;
provided, however, that each of clause (a) through (d) above shall not apply to
the extent that any of the changes, developments, conditions or occurrences
referred to therein relate primarily to (or have the effect of relating primarily to)
Pacgen or its subsidiaries or disproportionately adversely affect Pacgen and its
subsidiaries, taken as a whole, in comparison to other persons who operate in the
same or similar industry as Pacgen and its subsidiaries; and provided, further,
however, that references in certain sections of the Arrangement Agreement to
dollar amounts are not intended to be, and shall not be deemed to be, illustrative
or interpretive for purposes of determining whether a Material Adverse Effect
has occurred
MI 61-101 Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions
NI 62-104 National Instrument 62 104 – Take-Over Bids and Issuer Bids of the Canadian
Securities Administrators
Non-Resident Dissenting has the meaning ascribed thereto under the heading “ Information Concerning the
Holder Arrangement – Certain Canadian Federal Income Tax Considerations – Non-
Resident Dissenting Holders ”
Non-Resident Holder has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – Certain Canadian Federal Income Tax Considerations – Holders
Not Resident in Canada ”
Outside Date September 30, 2020 or such later date as may be agreed to in writing by the
parties to the Arrangement Agreement
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Pacgen Options	means the outstanding options to purchase Pacgen Shares issued pursuant to the Stock Option Plan
Plan of Arrangement	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – General”
Proposed Amendments	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Certain Canadian Federal Income Tax Considerations”
Regulations	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Certain Canadian Federal Income Tax Considerations”
Required Shareholder Approval	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – General”
Resident Dissenting Holder	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Certain Canadian Federal Income Tax Considerations – Resident Dissenting Holders”
Resident Holder	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”
Right to Match Period	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – The Arrangement Agreement – Covenants – Right to Match”
Special Committee	has the meaning ascribed thereto under the heading “Information Concerning the Arrangement – Background to the Arrangement”
Stock Option Plan	means the stock option plan of Pacgen currently in place, which plan was last approved by the Pacgen Shareholders at the annual general meeting of the Pacgen Shareholders held on March 28, 2019
Superior Proposal	means an unsolicited bona fide written Acquisition Proposal made after the date of the Acquisition Agreement (provided, however, that, for the purposes of this definition, all references to “20%” in the definition of “Acquisition Proposal” shall be changed to “100%”) made by a person or group of persons acting “jointly or in concert” (within the meaning of NI 62-104) other than the Buyer and its affiliates and which or in respect of which: (a) the Pacgen Board has determined in good faith, after consultation with its financial advisors and outside legal counsel: (i) would, taking into account all of the terms and conditions of such Acquisition Proposal, and if consummated in accordance with its terms (but not assuming away any risk of non completion), result in a transaction which is more favourable to the Pacgen Shareholders from a financial point of view than the Arrangement (taking into account any amendments to the Arrangement Agreement and the Arrangement proposed by the Buyer pursuant to the right to match provisions in the Arrangement Agreement); and (ii) is reasonably capable of being completed in accordance with its terms, without undue delay,takinginto account all legal,financial,

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regulatory and other aspects of such Acquisition Proposal and the
person or persons making such Acquisition Proposal;
(b) is not, at the time Pacgen provide the Buyer with a Superior Proposal Notice
(as defined in the Arrangement Agreement) in respect thereof, subject to
any financing condition and in respect of which it has been demonstrated
to the satisfaction of the Pacgen Board, acting in good faith (after receiving
the advice of its outside legal advisors and financial advisors), that adequate
arrangements have been made in respect of any required funds to complete
such Acquisition Proposal;
(c) is not, at the time Pacgen provide a Superior Proposal Notice in respect
thereof, subject to any due diligence and/or access condition;
(d) complies with all applicable laws, including applicable Canadian securities
laws; and
(e) did not result from a violation of the Arrangement Agreement, including as
a result of a breach of the non-solicitation and right to match provisions
contained therein, or any agreement existing prior to the date hereof
between the person or persons making such Acquisition Proposal and
Pacgen or any of its subsidiaries.
Superior Proposal Notice has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – The Arrangement Agreement – Covenants – Right to Match ”
Supporting Shareholders has the meaning ascribed thereto under the heading “ Information Concerning the
Arrangement – Voting Agreements ”
Tax Act has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Certain Canadian Federal Income Tax Considerations ”
Termination Fee $150,000
TSX-V TSX Venture Exchange
Voting Agreement has the meaning ascribed thereto under the heading “ Information Concerning
the Arrangement – Voting Agreements ”
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SCHEDULE B ARRANGEMENT RESOLUTION

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The arrangement (the “ Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) among Pacgen Life Science Corporation (the “ Company ”), General Biologicals Corporation (the “ Buyer ”) and each of Tsong-Chin Lin, Curie Med Corporation and Golden Global International Corporation (the “ Continuing Shareholders ”), as more particularly described and set forth in the management information circular (the “ Company Circular ”) of the Company accompanying the notice of this meeting, as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement among the Company, the Buyer and the Continuing Shareholders, dated July 6, 2020 (the “ Arrangement Agreement ”), is hereby authorized, approved and adopted.
The plan of arrangement of the Company, involving the Buyer and the Continuing Shareholders and implementing the Arrangement, as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “ Plan of Arrangement ”), the full text of which is set out in Exhibit A to the Arrangement Agreement, is hereby authorized, approved and adopted.
Any action of the directors of the Company in approving the Arrangement Agreement, the Plan of Arrangement and any related transaction, and any action of any director or officer of the Company in executing and delivering and giving effect to the Arrangement Agreement, the Plan of Arrangement and any related transaction, and any amendment, modification or supplement to any of the foregoing, and any transaction contemplated by any of the foregoing, is hereby ratified, authorized and approved.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to make an application to the Supreme Court of British Columbia for an order to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented in accordance with their respective terms and as described in the Company Circular).
Notwithstanding the passage of this resolution (and the adoption of the Arrangement) by the holders of common shares of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are hereby authorized and empowered, at their discretion and without further notice to, or approval from, the shareholders of the Company, (a) to amend, modify, supplement or terminate the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transaction at any time prior to the issuance of a certificate giving effect to the Arrangement.
Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such agreements, applications, forms, waivers, notices, certificates, confirmations and other documents and instruments as are necessary or desirable to give full effect to the Arrangement and any related transactions in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such documents, agreement or instrument or the doing of any such act or thing.
Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument or the performance of any such act or thing.”

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SCHEDULE C PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 INTERPRETATION

1.1 In this Plan of Arrangement, any capitalized term used herein and not defined in this Section 1.1 shall have the meaning ascribed thereto in the Arrangement Agreement. Unless the context otherwise requires, the following words and phrases used in this Plan of Arrangement will have the meanings hereinafter set out:

“ Arrangement ” means the arrangement of Pacgen under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.1 of the Arrangement Agreement or Article 7 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Pacgen and the Buyer, each acting reasonably;

“ Arrangement Agreement ” means the arrangement agreement made as of July 6, 2020 between the Buyer, the Continuing Shareholders and Pacgen, including all schedules annexed thereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“ Arrangement Resolution ” means the special resolution of the Pacgen Shareholders approving the Plan of Arrangement which is to be considered at the Pacgen Meeting and shall be substantially in the form of Schedule “B” to the Arrangement Agreement;

“ BCBCA ” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“ Business Day ” means any day, other than a Saturday, a Sunday, a public holiday or a day in Vancouver, British Columbia when banks are not generally open for business;

“ Buyer ” means General Biologicals Corporation, a company existing under the Company Law of the Republic of China;

“ Consideration ” means the consideration to be received by the Pacgen Shareholders, other than the Buyer and the Continuing Shareholders, pursuant to the Arrangement and in accordance with and subject to the terms of this Plan of Arrangement for their Pacgen Shares, consisting of $0.0275 in cash per Pacgen Share;

“ Continuing Shareholders ” means, collectively, Tsong-Chin Lin, Golden Global International Corporation, Curie Med Corporation, and “ Continuing Shareholder ” means any one of them;

“ Court ” means the Supreme Court of British Columbia;

“ Depositary ” means Computershare Investor Services Inc. or such other depositary as the Parties may agree in writing;

“ Dissent Procedures ” has the meaning ascribed thereto in Article 5;

“ Dissent Rights ” means the rights of dissent exercisable by registered Pacgen Shareholders in respect of the Arrangement described in Article 5 hereto (it being understood, for the avoidance of doubt, that no Dissent Rights may be exercised in respect of Pacgen Shares directly or indirectly held by any of the Buyer or the Continuing Shareholders);

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“ Dissenter ” means a registered Pacgen Shareholder who has duly and validly exercised a Dissent Right in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of the Dissent Rights prior to the Effective Time, but only in respect of the Pacgen Shares in respect to which such Dissent Rights are validly exercised by such registered Pacgen Shareholder;

“ Dissenting Shares ” has the meaning ascribed thereto in Section 5.2;

“ DRS Statement ” means a direct registration system advice statement;

“ Effective Date ” means the date upon which the Arrangement becomes effective as provided in this Plan of Arrangement;

“ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time as Pacgen and the Buyer may agree upon in writing;

“ Final Order ” means the final order of the Court approving the Arrangement pursuant to subsection 291 of the BCBCA, in form and substance acceptable to Pacgen and the Buyer, each acting reasonably, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of Pacgen and the Buyer, each acting reasonably) at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to Pacgen and the Buyer, each acting reasonably);

“ holder ”, when used with reference to any securities of Pacgen, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of Pacgen in respect of such securities;

“ Interim Order ” means the interim order of the Court contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to Subsection 291 of the BCBCA, in a form acceptable to Pacgen and the Buyer, each acting reasonably, providing for, among other things, the calling and holding of the Pacgen Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of Pacgen and the Buyer, each acting reasonably;

“ Liens ” means any hypothecations, mortgages, pledges, assignments, liens, charges, security interests, encumbrances, adverse rights or claims, other third party interests or encumbrances of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“ Pacgen ” means Pacgen Life Science Corporation, a corporation incorporated under the laws of the Province of British Columbia;

“ Pacgen Meeting ” means the annual general and special meeting of the Pacgen Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

“ Pacgen Optionholders ” means, at any time, the holders of Pacgen Options granted under the Pacgen Stock Option Plan outstanding at such time;

“ Pacgen Options ” means the outstanding options to purchase Pacgen Shares issued pursuant to the Pacgen Stock Option Plan;

“ Pacgen Shareholders ” means, at any time, the holders of Pacgen Shares issued and outstanding at such time and “ Pacgen Shareholder ” means any one of them;

“ Pacgen Shares ” means the common shares without par value in the authorized share capital of Pacgen;

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“ Pacgen Stock Option Plan ” means the stock option plan of Pacgen currently in place, which plan was last approved by Pacgen Shareholders on at the annual general and special meeting of the Pacgen Shareholders held on March 28, 2019;

“ Parties ” means, collectively, the Buyer, the Continuing Shareholders and Pacgen and “ Party ” means any one of them;

“ Plan of Arrangement ” means this plan of arrangement and any amendments, supplements, modifications or variations hereto made in accordance with this Plan of Arrangement, the applicable provisions of the Arrangement Agreement, or upon the direction of the Court in the Final Order with the consent of Pacgen and the Buyer, each acting reasonably;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time; and

“ Transmittal Letter ” means the letter of transmittal to be provided by Pacgen to the Pacgen Shareholders (other than the Buyer and the Continuing Shareholders) which provides a means for the delivery of any certificates or DRS Statements representing Pacgen Shares to the Depositary and for instructions to be given by such Pacgen Shareholder to the Depositary for the delivery of the Consideration.

1.2 In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires:
(a) the division of this Plan of Arrangement into Articles and Sections and the further division thereof into subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to an Article, Section or subsection refers to the specified Article, Section or subsection to this Plan of Arrangement;
(b) time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Where the last day of any such time period is not a Business Day, such time period shall be extended to the next Business Day following the day on which it would otherwise end;
(c) the terms “hereof”, “herein”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto and, unless otherwise indicated, a reference herein to a Section is to the appropriate Section of this Plan of Arrangement;
(d) words importing the singular number only will include the plural and vice versa and words importing the use of any gender will include all genders;
(e) the word “including” means “including, without limiting the generality of the foregoing”;
(f) a reference to a statute is to that statute as now enacted or as the statute may from time to time be amended, re-enacted or replaced and includes any regulation, rule or policy made thereunder; and
(g) all references to cash or currency in this Plan of Arrangement are to Canadian dollars unless otherwise indicated.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement and constitutes an arrangement as referred to in Section 288 of the BCBCA. If there is any inconsistency or

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conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

2.2 This Plan of Arrangement will become effective as at the Effective Time and will be binding without any further authorization, act or formality on the part of the Court, on the Buyer, Pacgen, the Continuing Shareholders, the Pacgen Shareholders (including Dissenters), the Pacgen Optionholders and the Depositary from and after the Effective Time.

ARTICLE 3 ARRANGEMENT

3.1 Commencing at the Effective Time, the following will occur and will be deemed to occur in the order set out below without any further authorization, act or formality of or by the Buyer, Continuing Shareholders, Pacgen or any other Person except as otherwise expressly provided herein:
(a) at the Effective Time:
- (i) each Pacgen Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be and shall be deemed to be assigned and transferred to Pacgen by the holder thereof in exchange for a cash payment from Pacgen equal to the amount (if any) by which the Consideration exceeds the exercise price of such Pacgen Option less applicable withholdings, and such Pacgen Option shall immediately be cancelled;
- (ii) with respect to each Pacgen Option assigned and transferred to Pacgen pursuant to Section 3.1(a)(i), the holder of such Pacgen Option will cease to be the holder thereof or to have any rights as a holder thereof (other than the right to receive the Consideration (if any) such holder is entitled to receive pursuant to Section 3.1(a)(i)) and the name of the holder thereof will be removed from the applicable securities register of Pacgen; and
- (iii) the Pacgen Stock Option Plan and all agreements relating to the Pacgen Options will be terminated and of no further force and effect;
(b) immediately after the steps in Section 3.1(a), each issued Pacgen Share outstanding immediately prior to the Effective Time held by a Dissenter in respect of which Dissent Rights have been validly exercised shall be and shall be deemed to be transferred by the holder thereof to Pacgen for cancellation, free and clear of all Liens, and:
- (i) the Buyer shall be obligated to pay each such Dissenter the amount determined under Article 5 for each such Pacgen Share;
- (ii) such Dissenter shall cease to have any rights as a Pacgen Shareholder other than the right to be paid the amount determined in accordance with Article 5 for such Dissenting Shares;
- (iii) such Dissenter’s name shall be removed as the registered holder of such Dissenting Shares from the securities register of Pacgen Shares maintained by or on behalf of Pacgen; and
- (iv) the Buyer will be recorded as the registered holder of such Pacgen Shares so transferred and acquired in accordance with this Section 3.1(b), and will be deemed to be the legal and beneficial owner thereof free and clear of all Liens; and
(c) immediately after the steps in Section 3.1(b), each issued Pacgen Share (other than any Dissenting Shares and any Pacgen Shares held by the Buyer and the Continuing Shareholders) shall be and shall be deemed to be transferred by the Pacgen Shareholder thereof to, and acquired by, the Buyer, free and clear of all Liens; and:

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(i) the Buyer shall be obligated to pay each such Pacgen Shareholder a cash payment equal to the Consideration less applicable withholdings;
(ii) such Pacgen Shareholder shall cease to have any rights as a former holder of Pacgen Shares other than the right to receive (A) the cash payment equal to the Consideration contemplated by Section 3.1(c)(i) and (B) any dividends payable in respect of the Pacgen Shares in accordance with Section 4.7, in each case less any amounts required to be withheld in accordance with Section 6.2;
(iii) the name of such Pacgen Shareholder shall be removed as the registered holder of such Pacgen Shares from the securities register of Pacgen Shares maintained by or on behalf of Pacgen; and
(iv) the Buyer will be recorded as the registered holder of such Pacgen Shares so transferred and acquired in accordance with this Section 3.1(c), and will be deemed to be the legal and beneficial owner thereof free and clear of all Liens.

The transactions provided for in this Section 3.1 will be deemed to occur on the Effective Date notwithstanding that certain of the procedures related hereto are not completed until after the Effective Date.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Prior to the Effective Time, the Buyer will deposit or will cause to be deposited, for the benefit of the Pacgen Shareholders (other than the Buyer and the Continuing Shareholders), with the Depositary in accordance with the Arrangement Agreement, cash in an amount sufficient to pay the aggregate Consideration to which the Pacgen Shareholders (other than the Buyer and the Continuing Shareholders) are entitled to receive in accordance with Section 3.1(c).
4.2 Following the deposit with the Depositary of the amounts specified in Section 4.1, the Buyer will be fully and completely discharged from its obligation to pay the Consideration to the Pacgen Shareholders, and the rights of such holders will be limited to receiving, from the Depositary, the Consideration to which they are entitled in accordance with this Plan of Arrangement.
4.3 Until such time as a Pacgen Shareholder deposits with the Depositary a duly completed Transmittal Letter, documents, certificates, DRS Statements and instruments contemplated by the Transmittal Letter and such other documents and instruments as the Depositary or the Buyer reasonably requires, the cash payment to which such Pacgen Shareholder is entitled will, in each case, be delivered or paid to the Depositary to be held in trust for such Pacgen Shareholder for delivery to such Pacgen Shareholder, without interest and net of all applicable withholdings and other taxes, if any, upon delivery of the Transmittal Letter, documents, certificates, DRS Statements and instruments contemplated by the Transmittal Letter and such other documents, certificates, DRS Statements and instruments as the Depositary or the Buyer reasonably requires.
4.4 Upon surrender to the Depositary for cancellation of a certificate or DRS Statement that immediately prior to the Effective Time represented one or more Pacgen Shares, other than Pacgen Shares held by a Dissenter, if applicable, or held by the Buyer and the Continuing Shareholders, a duly completed and executed Transmittal Letter and such additional documents, certificates, DRS Statements and instruments as the Depositary or the Buyer may reasonably require, the holder of such surrendered certificate or DRS Statement, or the deliverer of such Transmittal Letter, as applicable, will be entitled to receive, and the Depositary will, as promptly as practicable after the Effective Time, deliver to such holder, a cheque (or other form of payment of immediately available funds) for the Consideration which such Pacgen Shareholder is entitled to receive under Article 4) for such Pacgen Shares, less any amounts withheld pursuant to Section 6.2, and any certificate or DRS Statement so surrendered shall forthwith be cancelled.

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4.5 If any former Pacgen Shareholder fails to deliver to the Depositary the certificates, DRS Statements, documents or instruments required to be delivered to the Depositary under this Article 4 in order for such former Pacgen Shareholder to receive the Consideration which such former holder is entitled to receive pursuant to Section 3.1(c) or any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited by any such former Pacgen Shareholder or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the day immediately prior to the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding, on the day before the sixth anniversary of the Effective Time, (i) shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the Consideration pursuant to this Plan of Arrangement shall terminate and any Consideration held by the Depositary in trust for such former holder shall be deemed to be surrendered and forfeited to the Buyer or its successors for no consideration, and (ii) any certificate or DRS Statement representing Pacgen Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Buyer and will be cancelled. Neither Pacgen, the Buyer nor the Continuing Shareholders, or any of their respective successors, will be liable to any Person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to Pacgen, the Buyer or the Continuing Shareholders or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.
4.6 As soon as practicable following the Effective Time, Pacgen shall pay to each former holder of the Pacgen Options the aggregate amount of cash, if any, less, in each case, any amounts withheld pursuant to Section 6.2, such holder is entitled to receive pursuant to Section 3.1(a), either (i) pursuant to the normal payroll practices and procedures of Pacgen or (ii) in the event that payment pursuant to the normal payroll practices and procedures of Pacgen is not practicable for such former holder, by cheque (delivered to such former holder at the address of such former holder as reflected on the applicable register maintained by or on behalf of Pacgen). For the avoidance of doubt, neither a certificate nor a letter of transmittal need be surrendered by a former holder of the Pacgen Options in order for such former holder to receive the cash payment such former holder is entitled to receive pursuant to Section 3.1(a).
4.7 No holder of Pacgen Shares and Pacgen Options shall be entitled to receive any consideration with respect to such Pacgen Shares and Pacgen Options other than any cash payment to which such holder is entitled to receive in accordance with Section 3.1 and this Article 4 and, for greater certainty, no such holder with be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.
4.8 After the Effective Time and until surrendered as contemplated by this Article 4, each certificate or DRS Statement that immediately prior to the Effective Time represented one or more Pacgen Shares (other than the Pacgen Shares held by the Buyer and the Continuing Shareholders) will be deemed at all times to represent only the right to receive (i) a cheque (or other form of payment of immediately available funds) for any cash Consideration which the holder of such certificate or DRS Statement is entitled to receive in accordance with this Article 4, or (ii) in respect of Pacgen Shares formerly held by a Dissenter, the amount such Dissenter is entitled to receive as determined in accordance with Article 5, less, in each case, any amounts withheld pursuant to Section 6.2.
4.9 If any certificate that immediately prior to the Effective Time represented one or more outstanding Pacgen Shares that were exchanged pursuant to Article 3 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration that such Person is entitled to receive pursuant to Article 3, deliverable in accordance with such holder’s Transmittal Letter.
4.10 When authorizing the delivery of such consideration in exchange for any lost, stolen or destroyed certificate, the Person to whom the consideration is being delivered must, as a condition precedent to the delivery of such consideration, give a bond satisfactory to the Buyer, Pacgen and the Depositary in such sum as the Buyer, Pacgen and the Depositary may direct or otherwise indemnify Pacgen and the Depositary in a manner

C-6

satisfactory to the Buyer, Pacgen and the Depositary against any claim that may be made against the Buyer, Pacgen or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 5 RIGHTS OF DISSENT AND APPRAISAL

5.1 Notwithstanding Section 3.1, registered holders of Pacgen Shares may exercise rights of dissent (the “ Dissent Rights ”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in Division 2 of Part 8 of the BCBCA (collectively, the “ Dissent Procedures ”); provided, however, that (a) notwithstanding section 242 of the BCBCA, any notices of dissent in respect of the Arrangement Resolution must be received by Pacgen no later than 10:00 a.m. Vancouver time on the day which is two Business Days preceding the Pacgen Meeting or any date to which the Pacgen Meeting may be postponed or adjourned; and (b) no Dissent Rights may be exercised in respect of Pacgen Shares directly or indirectly held by any of the Buyer or the Continuing Shareholders.
5.2 Registered holders of Pacgen Shares who duly exercise Dissent Rights with respect to their Pacgen Shares (“ Dissenting Shares ”) and who are ultimately:
(a) entitled to be paid the fair value for their Dissenting Shares, which fair value shall be the fair value of such shares immediately before the approval of the Arrangement Resolution, will be paid by Pacgen the amount to which the Dissenter is entitled to be paid for their Dissenting Shares in accordance with Division 2 of Part 8 of the BCBCA and will be deemed to have irrevocably transferred such Dissenting Shares to the Buyer pursuant to Section 3.1(b) in consideration of such fair value; or
(b) not entitled for any reason to be paid for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a Pacgen Shareholder who has not exercised Dissent Rights and will be entitled to receive the Consideration set forth in Section 3.1(c) issuable to them on the same basis as Pacgen Shareholders who have not exercised Dissent Rights.
5.3 In no case shall Pacgen, the Buyer, or any other Person be required to recognize holders of Pacgen Shares who exercise Dissent Rights as holders of Pacgen Shares after the completion of the steps set forth in Section 3.1, and each Dissenter will cease to be entitled to the rights of a Pacgen Shareholder in respect of the Pacgen Shares in relation to which such Dissenter has exercised Dissent Rights and the names of the Dissenters shall be deleted from the securities register of Pacgen as holders of Pacgen Shares at the Effective Time.

ARTICLE 6 EFFECT OF THE ARRANGEMENT

6.1 As at and from the Effective Time:
(a) the Buyer and the Continuing Shareholders will collectively hold all of the issued and outstanding Pacgen Shares; and
(b) the rights of creditors against the property and interests of Pacgen will be unimpaired by the Arrangement.
6.2 The Buyer, Pacgen and the Depositary will each be entitled to deduct or withhold from any consideration, dividend, or other distribution otherwise payable to any holder of Pacgen Shares and Pacgen Options (if any) and to any Dissenter, to the extent applicable, such amounts as the Buyer, Pacgen or the Depositary is required or permitted to deduct or withhold with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax laws, in each case, as amended. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts will be treated for all purposes hereof as having been paid to the holder of the shares or options in respect of which such deduction and withholding was

C-7

made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority or Person entitled thereto.

6.3 From and after the Effective Time: (a) this Plan of Arrangement will take precedence and priority over any and all Pacgen Shares issued prior to the Effective Time, (b) the rights and obligations of the Pacgen Shareholders, the Pacgen Optionholders, Pacgen, the Buyer, the Continuing Shareholders, the Depositary and any transfer agent or other depositary therefor in relation thereto, will be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Pacgen Shares will be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 7 AMENDMENTS

7.1 The Buyer and Pacgen reserve the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Date, provided that any such amendment, modification or supplement must be contained in a written document that is approved by each of the Buyer and Pacgen and is filed with the Court. Subject to Section 7.3, if such amendment, modification or supplement is made following the Pacgen Meeting, it shall be approved by the Court and, if required by the Court, communicated to the Pacgen Shareholders, and will become part of the Arrangement upon completion of all the conditions required in the Court approval.
7.2 Save and except as may be otherwise provided in the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Buyer or Pacgen (provided that the other shall have consented thereto) at any time prior to the Pacgen Meeting with or without any other prior notice or communication to Pacgen Shareholders, and if so proposed and accepted by Pacgen Shareholders voting at the Pacgen Meeting, will become part of this Plan of Arrangement for all purposes.
7.3 Any amendment, modification or supplement to this Plan of Arrangement may be made by the Buyer and Pacgen without approval of the Pacgen Shareholders provided that it concerns a matter which, in the reasonable opinion of the Buyer and Pacgen is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Pacgen Shareholders.
7.4 This Plan of Arrangement may be withdrawn prior to the Pacgen Meeting in accordance with the terms of the Arrangement Agreement.

ARTICLE 8 FURTHER ASSURANCES

8.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out therein.

C-8

SCHEDULE D EVANS & EVANS FAIRNESS OPINION

See attached.

D-1

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SCHEDULE E CONSENT OF EVANS & EVANS, INC.

See attached.

E-1

EVANS & EVANS, INC.

1075 WEST GEORGIA STREET SUITE 1330 VANCOUVER, BRITISH COLUMBIA CANADA, V6E 3C9

Tel: (604) 408-2222 www.evansevans.com

CONSENT OF EVANS & EVANS, INC.

To: The Special Committee (the “ Special Committee ”) of the Board of Directors (the “ Board ”) of Pacgen Life Science Corporation (“ Pacgen ”)

We refer to the management information circular of Pacgen dated August 17, 2020 (the “ Circular ”) relating to the annual general and special meeting of Pacgen convened to approve, among other things, resolutions approving a proposed arrangement (the “ Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia). We hereby consent to: (i) the references to our firm name and our fairness opinion in respect of the Arrangement dated July 6, 2020 (the “ Fairness Opinion ”); (ii) the inclusion of the full text of the Fairness Opinion as Schedule D to the Circular; and (iii) to the filing of the Circular, with the Fairness Opinion included therein, with the applicable securities regulatory authorities.

The Fairness Opinion was given as at July 6, 2020 and remains subject to the qualifications, assumptions and limitations contained therein. In providing our consent we do not intend that any person other than the Special Committee and the Board shall be entitled to rely on the Fairness Opinion.

==> picture [146 x 39] intentionally omitted <==

EVANS & EVANS, INC.

Vancouver, British Columbia, Canada

August 17, 2020

SCHEDULE F INTERIM ORDER

See attached.

F-1

20646407

SCHEDULE G NOTICE OF HEARING FOR PETITION OF FINAL ORDER

See attached.

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NO. S207882 VANCOUVER REGISTRY

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BUSINESS CORPORATIONS ACT S.B.C. 2002, c. 57, AS AMENDED

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING PACGEN LIFE SCIENCE CORPORATION AND ITS SHAREHOLDERS AND GENERAL BIOLOGICALS CORPORATION

PACGEN LIFE SCIENCE CORPORATION

PETITIONER

NOTICE OF HEARING OF PETITION FOR FINAL ORDER

TO: The holders of common shares of Pacgen Life Science Corporation (“ Pacgen Shareholders ”)

NOTICE IS HEREBY GIVEN that a Petition has been filed by Pacgen Life Science Corporation (“ Pacgen ”) in the Supreme Court of British Columbia for approval of an arrangement (the “ Arrangement ”) pursuant to Section 288 of the Business Corporations Act S.B.C. 2002, c. 57, as amended, as contemplated in an arrangement agreement dated July 6, 2020.

AND NOTICE IS FURTHER GIVEN that by an Interim Order of the Supreme Court of British Columbia pronounced August 11, 2020, the Court has given directions as to the calling of a meeting of the Pacgen Shareholders for the purpose of considering and voting on the Arrangement.

AND NOTICE IS FURTHER GIVEN that if the Arrangement is approved at the meeting, the Petitioner intends to apply for an order approving the Arrangement and declaring it to be fair and reasonable (the “ Final Order ”) at a hearing before a Judge of the Supreme Court of British Columbia at the Courthouse, at 800 Smithe Street, in the City of Vancouver, in the Province of British Columbia, on or about September 17, 2020 at 9:45 a.m. (PT), or so soon thereafter as counsel may be heard, or at such later date as the Court may direct.

IF YOU WISH TO BE HEARD AT THE HEARING OF THE PETITION OR WISH TO BE NOTIFIED OF ANY FURTHER PROCEEDINGS, YOU MUST GIVE NOTICE OF YOUR INTENTION by filing a form entitled “Response to Petition”, in the form prescribed by the Rules of Court of the Supreme Court of British Columbia, along with any evidence or materials which you intend to present to the Court, at the Vancouver Registry of the Court and YOU MUST ALSO DELIVER a copy of the filed Response to Petition, together with a copy of all evidence or materials on which you intend to rely at the application for the Final Order, to the solicitors for the

MT DOCS 20626980

Petitioner at their address for delivery, which is set out below, on or before 4:00 p.m. (PT) on September 15, 2020, or as the Court may otherwise direct.

YOU OR YOUR SOLICITOR may file the Response to Petition. You may obtain a form of “Response to Petition” at the Registry. The address of the Registry is: 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1.

IF YOU DO NOT FILE A RESPONSE TO PETITION and do not attend either in person or by counsel at the time of such hearing, the Court may approve the Arrangement, as presented at that time, or may approve it subject to such terms and conditions as the Court deems fit, all without further notice to you. If the Arrangement is approved, it will significantly affect the rights of the Pacgen Shareholders.

A copy of the said Petition and other documents in the proceedings will be furnished to any Pacgen Shareholder upon request in writing addressed to the solicitors of the Petitioner at their address for delivery set out below.

The Petitioner’s address for delivery is:

McCarthy Tétrault LLP Barristers & Solicitors Suite 2400, 745 Thurlow Street Vancouver BC V6E 0C5 Attention: Miranda Lam

DATED: August 17, 2020

MIRANDA LAM Counsel for the Petitioner

MT DOCS 20626980

SCHEDULE H DISSENT PROVISIONS OF THE BCBCA

Division 2 – Dissent Proceedings

Definitions and application

237 (1) In this Division:

“ dissenter ” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“ notice shares ” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“ payout value ” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,
(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,
(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or
(d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that
(a) the court orders otherwise, or
(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles
(i) to alter restrictions on the powers of the company or on the business it is permitted to carry on,
(ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91, or
(iii) without limiting subparagraph (i), in the case of a benefit company, to alter the company's benefit provision;
(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

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(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;
(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;
(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) in respect of any other resolution, if dissent is authorized by the resolution;
(h) in respect of any court order that permits dissent.

(1.1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

(2) A shareholder wishing to dissent must
(a) prepare a separate notice of dissent under section 242 for
- (i) the shareholder, if the shareholder is dissenting on the shareholder’s own behalf, and
- (ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is dissenting,
(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder’s name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must
(a) provide to the company a separate waiver for
- (i) the shareholder, if the shareholder is providing a waiver on the shareholder’s own behalf, and
- (ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is providing a waiver, and
(b) identify in each waiver the person on whose behalf the waiver is made.

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(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors’ resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

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Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) or (1.1) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of
(i) the date on which the shareholder learns that the resolution was passed, and
(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and
(i) the names of the registered owners of those other shares,

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(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;
(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and
(i) the name and address of the beneficial owner, and
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder’s name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of
- (i) the date on which the company forms the intention to proceed, and
- (ii) the date on which the notice of dissent was received, or
(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.
(2) A notice sent under subsection (1) (a) or (b) of this section must
(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.
(2) The written statement referred to in subsection (1) (c) must
(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

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(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out
- (i) the names of the registered owners of those other shares,
- (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
- (iii) that dissent is being exercised in respect of all of those other shares.
(3) After the dissenter has complied with subsection (1),
(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.
(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must
(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under

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subsection (1) of this section, the payout value applicable to that dissenter’s notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.
(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),
(a) the dissenter may, within 30 days after receipt, withdraw the dissenter’s notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
(b) the resolution in respect of which the notice of dissent was sent does not pass;
(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;
(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;
(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;
(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;
(h) the notice of dissent is withdrawn with the written consent of the company;
(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

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(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,
(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and
(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

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SCHEDULE I CORPORATE GOVERNANCE PRACTICES

General

The Company is committed to sound and comprehensive corporate governance policies and practices and is of the view that its corporate governance policies and practices, outlined below, are comprehensive and consistent with NP 58-201 and NI 52-110.

Board of Directors

The Board of Directors of the Company (the “ Board ”) encourages sound and comprehensive corporate governance policies and practices designed to promote the ongoing development of the Company.

Composition of the Board

The Board is currently composed of seven (7) directors. A majority of the members of the Board are independent directors. An “independent” board member, as further defined in NI 52-110, means that such member has no “material relationship” with the issuer. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment.

Director Independent Chung-Yu Wang No Christina Yip No Rakesh Kumar Arya Yes John Hsuan Yes	Director Independent
	Fred Huang Yes
	Telvin Ju Yes
	Alan Savage Yes

The following table outlines other reporting issuers that Board members are directors of as of the date hereof:

Board Member	Reporting Issuer
Chung-Yu Wang	None
Christina Yip	None
Rakesh Kumar Arya	DeservingHealth International Corp.
John Hsuan	Compal Electronics, Inc.
	General Biologicals Corporation
	Meribank Biotech Co.,Ltd.
Fred Huang	None
Telvin Ju	None
Alan Savage	Innovotech Inc.

Orientation and Continuing Education

It is the mandate of the Corporate Governance and Nominating Committee to ensure that a process is established for the orientation and education of new directors which addresses the nature and operation of the Company’s business and their responsibilities and duties as directors (including the contribution individual directors are expected to make and the commitment of time and resources that the Company expects from its directors).

With respect to the continuing education of directors, the Corporate Governance and Nominating Committee ensures that directors receive adequate information and continuing education opportunities on an ongoing basis to enable directors to maintain their skills and abilities as directors and to ensure their knowledge and understanding of the Company’s business remains current.

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Ethical Business Conduct

The Company has adopted a Code of Business Conduct and Ethics (the “ Code ”) that applies to the directors, officers and employees of the Company and each of its subsidiaries. Additionally, consultants and contractors for the Company are expected to abide by the Code.

It is recognized within the Code that in certain situations, compliance may be difficult to monitor. The Code sets out a framework for compliance. A compliance officer is appointed by the Board to deal with questions or concerns relating to compliance that cannot be dealt with by management. The Board has also adopted a Whistle Blower Policy, which sets forth the procedures for (i) the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls and auditing matters; and (ii) the confidential and anonymous submission of complaints or concerns regarding questionable accounting or auditing matters.

In considering transactions and agreements in respect of which a director or executive officer has a material interest, the Board ensures that the individual director or executive officer abstains from the discussion and conclusion with respect to the transaction or agreement, as the case may be.

The Company is committed to maintaining the highest standards of corporate governance and this philosophy is continually communicated by the Board to management which in turn is emphasized to the employees of the Company on a continuous basis.

Nomination of Directors

It is the mandate of the Corporate Governance and Nominating Committee to identify and recommend qualified candidates for the Board. In assessing whether identified candidates are suitable for the Board, the Corporate Governance and Nominating Committee considers: (i) the competencies and skills considered necessary for the Board as a whole; (ii) the competencies and skills that the existing directors possess and the competencies and skills nominees will bring to the Board; and (iii) whether nominees can devote sufficient time and resources to his or her duties as a member of the Board. In addition, the Corporate Governance and Nominating Committee assesses the participation, contribution and effectiveness of the individual members of the Board on an annual basis. All members of the Corporate Governance and Nominating Committee are independent in accordance with the mandate of the Corporate Governance and Nominating Committee.

Compensation

The Compensation and Human Resources Committee is responsible for: (i) reviewing and making recommendations to the Board regarding salaries, cash and non-cash incentive compensation, benefits, and employment agreements including severance arrangements and change of control provisions, of our CEO and other executive officers; (ii) recommending to the Board the annual objectives and goals of our CEO and other executive officers; (iii) reviewing and making recommendations to the Board regarding general compensation policies and guidelines for employees to ensure compliance with current human resource management practices; (iv) preparing any report to be included in our periodic filings or proxy statement; and (v) acting as administrator of our incentive stock option plan.

Further information pertaining to the compensation of directors and officers can be found in this Information Circular under the heading “Statement of Executive Compensation”.

Assessments

It is the Board’s mandate, in conjunction with the Corporate Governance and Nominating Committee, to assess the participation, contributions and effectiveness of the Chair and the individual members of the Board on an annual basis. The Board also monitors the effectiveness of the Board and its committees and the actions of the Board as viewed by the individual directors and senior management.

Audit Committee

The mandate of the Audit Committee is attached as Schedule J.

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Composition of the Audit Committee

The members of the Audit Committee of the Company are Alan Savage (Chair), Fred Huang and Dr. Telvin Ju. Each committee member is independent of management as required by the rules and regulations of the Canadian provincial securities regulatory authorities. All members of the Audit Committee are considered financially literate under applicable Canadian laws.

Relevant Education and Experience

All members of the Audit Committee have an understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, internal controls and procedures necessary for financial reporting, garnered from working in their individual professions. In addition, members of the Audit Committee have knowledge of the role of an audit committee in the context of reporting companies from their years of experience in business.

Alan Savage

As a venture capitalist since 1981, Mr. Savage has extensive experience in using financial statements and a very good understanding of accounting and financial issues. He is the President of Lonsdale Capital Corporation, a successor corporation of Southern Gold Resources Ltd., a successful investment and venture capital firm. Mr. Savage is currently a director and the Chief Financial Officer of Innovotech Inc. He previously served as Chair of the Audit Committee of Epicore BioNetworks Inc., a publicly listed company until its recent acquisition by Neovia Probiotics Inc. He was also a member of the Audit Committee of ePower Metals Inc., another publicly listed company. Mr. Savage also previously served as President, Chief Executive Officer and senior management of multiple publicly listed and privately held companies. These current and previous roles all require a good understanding of financial statements to make sound investment and operational decisions.

Fred Huang

Mr. Huang, a senior financial executive, has extensive experience in using financial statements and a good understanding of accounting issues, financial reporting procedures and internal controls. Mr. Huang was Chief Executive Officer of EliteCell Biomedical Corp. Previous to this appointment, he served as senior executives of a number of privately and publicly held companies, including General Manager of Gworei Biomedical Technology Corp. and AventaCell BioMedical Co., Ltd., and Chief Operating Officer (April 2006 to August 2009) and Chief Financial Officer (April 2004 to April 2006) of Pacgen. He also served as an investment advisor at Canadian Imperial Bank of Commerce from 1997 to 2002. Mr. Huang holds an MBA degree from the Marshall School of Business, University of Southern California, and a Bachelor of Engineering (Metallurgical) from National Taipei University of Technology, Taiwan.

Telvin Ju

Dr. Ju, a seasoned management and investment executive, has extensive experience in dealing with financial statements and accounting issues. He has a general understanding of financial reporting procedures and internal controls. Dr. Ju is currently Chairman of Associated Transport Inc. and Associated Development Inc. Dr. Ju is also the Chief Executive Officer of Associated Development Inc. He is President of AGCMT Group Ltd. and Senior Vice President of Chinese Maritime Transport Ltd. (“ CMT ”). All of these are affiliates to CMT, is a company listed on the Taiwan Stock Exchange. Dr. Ju has served as senior management of CMT since July 2003. A key part of his role within the CMT group of companies is to advise and consult for various venture capital and asset management companies on investments. Dr. Ju holds a Ph.D. degree in Chemistry and a Bachelor of Science in Chemistry and Biology from the University of Miami, Florida.

Pre-Approval Policies and Procedures

In February 2007, the Company adopted a policy that all audit and non-audit services performed by our auditors must be pre-approved by the Audit Committee. A description of the remuneration of auditors for the fiscal years ended March 31, 2019 and March 31, 2020, with comparative fees for fiscal year ended March 31, 2018, can be found under

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the heading “Appointment and Remuneration of Auditors” in the Information Circular to which this Schedule I is attached.

The Company is relying upon the exemption in section 6.1 of NI 52-110 for venture issuers which allows for an exemption from Part 5 ( Reporting Obligations ) of NI 52-110.

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SCHEDULE J AUDIT COMMITTEE MANDATE

Purpose

The audit committee (the “ Committee ”) of Pacgen Life Science Corporation (the “ Corporation ”) is responsible for ensuring accounting integrity and solvency. The Committee is also responsible for ensuring the appropriateness of insurance, investment of liquid funds, information security, contracts, and liability. The Committee will assist the board of directors of the Corporation (the “ Board ”) in fulfilling its oversight responsibilities by:

reviewing the integrity of the consolidated financial statements of the Corporation;
appointing (subject to shareholder ratification if required), determining funding for, and overseeing the external auditors and reviewing the external auditors’ qualifications and independence;
reviewing the performance of the Corporation’s external auditors;
reviewing the timely compliance by the Corporation with all legal and regulatory requirements for audit and related financial functions of the Corporation;
reviewing financial information contained in public filings of the Corporation prior to filing;
reviewing earnings announcements of the Corporation prior to release to the public;
reviewing the Corporation’s systems of and compliance with internal financial controls;
reviewing the Corporation’s auditing, accounting and financial reporting processes;
dealing with all complaints regarding accounting, internal accounting controls and auditing matters; and
dealing with any issues that result from the reviews set forth above.

Membership and Reporting

The Committee will be comprised of independent directors and will have a minimum of three members. All members of the Committee must have a working familiarity with basic finance and accounting practices and be able to read and understand financial statements.
Appointments and replacements to the Committee will be made by the Board and will be reviewed on an annual basis. The Board will provide for continuity of membership, while at the same time allowing fresh perspectives to be added. Each member of the Committee will automatically cease to be a member if he or she ceases to be an independent director.
The chairman of the Committee (the “ Chairman ”) will be appointed by a vote of the Board on an annual basis.
The Committee will report to the Board, at the next scheduled meeting of the Board, the proceedings of the Committee and any recommendations made by the Committee.
At least one member of the Committee will be a “financial expert”, as such term is defined by applicable legislation.
The external auditors will report directly to the Committee.

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Terms of Reference

The Committee is responsible for overseeing the work of the external auditors and will communicate directly with the external auditors as required.
The Committee will meet as required, but at least once quarterly (to review the quarterly financial statements, management discussion and analysis (“ MD&A ”) and the related press release before such documents are presented to the Board or filed with regulatory authorities, as the case may be). Special meetings of the Committee will be authorized at the request of any member of the Committee or at the request of the Corporation’s external auditors. The external auditors will be informed about, and can attend, meetings of the Committee as deemed appropriate by the Chairman of the Committee. Provision will be made to meet privately with external auditors on a quarterly basis and to meet privately with management at least once per annum.
The Committee will review, with the external auditors, the results of the external audit and any changes in accounting practices or policies and the financial statements impact thereof. In addition, the Committee will review any accruals, provisions, or estimates that have a significant effect upon the financial statements as well as other sensitive matters such as disclosure of related party transactions.
The Committee will review and approve interim financial statements, MD&A and the related press release on behalf of the Board and sign a resolution to that effect.
In addition, the Committee will review other financial statements, information and documents that require the approval of the Board. These will include year-end audited statements, year-end MD&A, statements in prospectuses and other offering memoranda and statements required by regulatory authorities. The Committee will sign a resolution to the effect that such financial statements, information or documents that are being presented to the Board are satisfactory, and recommend their approval.
The Committee will review and discuss with management and the external auditors any major issue as to the adequacy and effectiveness of internal controls over the accounting and financial reporting systems of the Corporation, either directly, or through the external auditors or other advisors and obtain and review a report from the external auditors, at least annually, regarding same; and the Committee will review and discuss with management and the external auditors any special steps adopted in light of material internal control deficiencies and the adequacy of disclosures about changes in internal controls over financial reporting.
The Committee will review the policies and practices of the Corporation regarding the regular examination of officers’ expenses and perquisites, including the use of the assets of the Corporation.
The Committee will review the basis and amount of the external auditors’ fees and pre-approve all auditing services and permitted non-audit services.
The Committee will consider whether the external auditors should be re-appointed and make recommendations to the Board. At least on an annual basis, the Committee will evaluate the qualifications, performance and independence of the external auditors and the senior audit partners having primary responsibility for the audit, including considering whether the auditors’ quality controls are adequate.
The Committee will pre-approve the appointment of the external auditors for all accounting services, internal control related services and permitted non-audit services to be provided to the Corporation. The Committee may establish policies and procedures, from time to time, pre-approving the appointment of the external auditors for certain non-audit services. In addition, the Committee may delegate to one or more members the authority to pre-approve the appointment of the external auditors for any non-audit service to the extent permitted by applicable law, provided that any pre-approvals granted pursuant to such delegation will be reported to the full Committee at its next scheduled meeting.
The Committee will review and approve the Corporation’s hiring of partners and employees of the external auditors of the Corporation.

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The Committee will establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
The Committee will review and reassess the adequacy of this mandate annually.
The Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Corporation will provide appropriate funding, as determined by the Committee, for payment of compensation to the external auditors for the purpose of rendering or issuing an audit report and to any advisors employed by the Committee.
The Committee will issue any necessary reports required of the Committee to be included in the Corporation’s annual proxy statement. The Committee will review and recommend to the Board the approval of all documents filed with securities regulatory authorities.
The Committee will approve all related party transactions.
The Committee will discuss with management and the external auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Corporation’s financial statements or accounting policies.
The Committee will receive from the external auditors a formal written statement delineating all relationships between the external auditors and the Corporation and will actively engaging in a dialogue with the external auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

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AI assistant

Pacgen Life Science Corporation — Proxy Solicitation & Information Statement 2020

45893_rns_2020-08-20_7415c226-d3fc-4f82-9757-b9d23abcda73.pdf

PACGEN LIFE SCIENCE CORPORATION

NOTICE OF MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

relating to a Plan of Arrangement (the “Arrangement”) involving Pacgen, General Biologicals Corporation and certain Pacgen Shareholders

Recommendation to Shareholders

TABLE OF CONTENTS

INVITATION TO SHAREHOLDERS

PACGEN LIFE SCIENCE CORPORATION

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

PACGEN LIFE SCIENCE CORPORATION

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

VOTING AND PROXIES

Solicitation of Proxies

What will be voted on at the Meeting?

Who is entitled to vote?

Voting Shares and Principal Holders Thereof

Note:

Can I vote Common Shares that I acquired after the Record Date?

Voting Instructions for Registered Shareholders

Voting in Person

Voting by Proxy

What is a Proxy?

Appointing a Proxyholder

Exercise of Discretion by Proxies

Revoking a Proxy

Voting Instructions for Non-Registered Shareholders

name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Cost of this Solicitation of Proxies

Who counts the votes?

How do I contact the transfer agent?

ANNUAL BUSINESS

Receive the Financial Statements

Election of Directors

Notes:

Appointment and Remuneration of Auditors

Re-Approval of the 10% Rolling Stock Option Plan

INFORMATION CONCERNING THE ARRANGEMENT

General

Defined Terms

Background to the Arrangement

Effect and Details of the Arrangement

Effective Date

Principal Steps of the Arrangement

Recommendation of the Special Committee

Recommendation of the Pacgen Board

Fairness Opinion

Reasons for the Arrangement

Interests of Certain Persons in the Arrangement

Termination Payments

Voting Agreements

The Arrangement Agreement

Implementation of the Arrangement

Representations and Warranties

Covenants

Covenants of Pacgen Regarding the Conduct of Business

Mutual Covenants Relating to Completion of the Arrangement

Covenants of Pacgen Regarding Non-Solicitation

Right to Match

Conditions to the Closing

Mutual Closing Conditions

Closing Conditions in Favour of the Buyer

Closing Conditions in Favour of Pacgen

Termination Rights

Termination by Pacgen or the Buyer

Termination by the Buyer

Termination by Pacgen

Termination Fee

Payment of Consideration

Letter of Transmittal

Exchange Procedure

Lost or Stolen Certificates

Extinction of Rights

Withholding Rights

Dissent Rights in Respect of the Arrangement

Pacgen Life Science Corporation Proxy Solicitation & Information Statement 2020