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PreveCeutical Medical Proxy Solicitation & Information Statement 2025

Sep 19, 2025

47376_rns_2025-09-19_348b0a96-fddd-4595-b572-a5f81c298b3b.pdf

Proxy Solicitation & Information Statement

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PREVECEUTICAL MEDICAL INC

(the "Corporation")

Annual General and Special Meeting

Oct. 10, 2025 at 10:00 AM (Canada/Pacific Daylight)

Cozen O'Connor, Bentall 5, 550 Burrard St, Suite 2501, Vancouver BC, V6C 2B5 @ 10:00am PT and via

Zoom at https://us04web.zoom.us/j/74842588362?pwd=3MmJeRKW47hOLOabiGWWTskvwF5ONz.1

Meeting ID: 748 4258 8362 Passcode: 7PWmUj

(the "Meeting")

Proxy Voting - Guidelines and Conditions

  1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.
  2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
  3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
  4. This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
  5. The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Corporation.
  6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
  7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
  8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
  9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

  1. After you vote online at www.voteproxyonline.com using your control number.
  2. Through TSX Trust's online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

VOTING METHOD

Internet Go to www.voteproxyonline.com and enter the 12 digit control number
FACSIMILE 416-595-9593
MAIL or HAND DELIVERY TSX Trust Company
301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1

Investor inSite

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

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite-registration and complete the registration form.

For assistance, please contact TSX TRUST INVESTOR SERVICES.

Mail: 301-100 Adelaide Street West Toronto, ON, M5H 4H1

Tel: 1-866-600-5869

Email: [email protected]


TMX

TSX TRUST

FORM OF PROXY ("PROXY")

PREVECEUTICAL MEDICAL INC

(the "Corporation")

CONTROL NUMBER: «CONTROL_NUMBER»

Annual General and Special Meeting

Oct. 10, 2025 at 10:00 AM

(Canada/Pacific Daylight)

Cozen O'Connor, Bentall 5, 550 Burrard St.

Suite 2501, Vancouver BC, V6C 2B5 @ 10:00am

PT and via Zoom at https://us04web.zoom.us/j/

748425883627

pwd=3MmjeRKW47hOLOabiGWWTskvwF5ONz.

1 Meeting ID: 748 4258 8362 Passcode:

7PWmUj

SECURITY CLASS: Common Shares

RECORD DATE: Aug. 20, 2025

FILING DEADLINE FOR PROXY:

Oct. 8, 2025 at 10:00 AM

(Canada/Pacific Daylight)

APPOINTEES

The undersigned hereby appoints Stephen Van Deventer, CEO and Director whom failing Sydney Cole, (the "Management Nominees") or instead of any of them, the following Appointee

PLEASE PRINT APPOINTEE NAME

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

  • SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
1. Number of Directors FOR AGAINST 2. Election of Directors FOR WITHHOLD
To set the number of Directors at 4 A) Stephen Van Deventer
B) Makarand Jawadekar
C) Kathleen Rokita
D) C. Evan Ballantyne
3. Appointment of Auditor FOR WITHHOLD 4. Ratification of Appointment of Auditor FOR AGAINST
Appointment of Davidson & Company LLP, Chartered Professional Accountants as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Corporation for the financial year ending December 31, 2024 and to ratify the remuneration that was paid to the auditors for the financial year ending December 31, 2024.
5. Arrangement Resolution FOR AGAINST 6. Omnibus Equity Incentive Plan FOR AGAINST
To consider, pursuant to the Interim Order, and, if thought fit, to approve, with or without variation, the special resolution set forth in Schedule "A" to the accompanying management information circular of the Corporation dated September 9, 2025 (the "Information Circular"), to approve a plan of arrangement under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia), involving, among others, the Corporation and BioGene Therapeutics Inc. ("BioGene"), in accordance with the terms of the arrangement agreement dated September 3, 2025 between the Corporation and BioGene (as it may be amended, supplemented or otherwise modified from time to time). To consider and, if thought fit, to pass an ordinary resolution (not including votes attaching to securities beneficially owned by related persons (as such term is defined in National Instrument 45-106 Prospectus Exemptions) to whom securities may be issued as compensation or under the Corporation's Omnibus Equity Incentive Plan), to ratify, confirm and approve the adoption of the Corporation's Omnibus Equity Incentive Plan, as described in the Information Circular.
7. Rectification of Failure to Comply with Company Act FOR AGAINST
To consider and, if thought fit, to pass a resolution authorizing the Corporation to make application to the Supreme Court of British Columbia pursuant to Section 229 of the Business Corporations Act (British Columbia), in order to rectify the Corporation's failure to hold an annual general meeting during the 2023 and 2024 calendar years and, in connection therewith, to distribute interim and annual financial statements.

PLEASE PRINT NAME

The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

Signature of registered owner(s)

Date(MM/DD/YYYY)

☐ Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and Management's Discussion and Analysis.

☐ Annual Financial Statements - Mark this box if you would like to receive Annual Financial Statements and Management's Discussion and Analysis.

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593