PreveCeutical Medical — Proxy Solicitation & Information Statement 2025

Sep 19, 2025

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PREVECEUTICAL MEDICAL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 10, 2025

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "PreveCeutical Shareholders") of common shares ("PreveCeutical Shares") of PreveCeutical Medical Inc. ("PreveCeutical") will be held at Suite 2501 – 550 Burrard Street, Vancouver, British Columbia, Canada and via Zoom at

https://us04web.zoom.us/j/74842588362?pwd=3MmJeRKW47hOLOabiGWWTskvwF5ONz.1 Meeting ID: 748 4258 8362 Passcode: 7PWmUj

on October 10, 2025 at 10:00 A.M. (Vancouver time) for the following purposes:

1. to receive the audited financial statements of PreveCeutical for the fiscal years ended December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, and the accompanying report of the auditors;
2. to set the number of directors of PreveCeutical at four (4);
3. to elect Stephen Van Deventer, Makarand Jawadekar, Kathleen Rokita and C. Evan Ballantyne as directors of PreveCeutical;
4. to ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the auditors of PreveCeutical 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. to appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of PreveCeutical for the fiscal year ending December 31, 2025 and to authorize the directors of PreveCeutical to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2025;
6. to consider, pursuant to the Interim Order, and, if thought fit, to approve, with or without variation, the special resolution (the "Arrangement Resolution") set forth in Schedule "A" to the accompanying management information circular of PreveCeutical dated September 9, 2025 (the "Information Circular"), to approve a plan of arrangement (the "Arrangement") under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA"), involving, among others, PreveCeutical and its subsidiary, BioGene Therapeutics Inc. ("BioGene"), in accordance with the terms of the arrangement agreement dated September 3, 2025 between PreveCeutical and BioGene (as it may be amended, supplemented or otherwise modified from time to time);
7. 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 PreveCeutical's Omnibus Equity Incentive Plan), to ratify, confirm and approve the adoption of the PreveCeutical's Omnibus Equity Incentive Plan, as described in the Information Circular;
8. to consider and, if thought fit, to pass a resolution authorizing PreveCeutical 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 PreveCeutical'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; and
9. to transact such further or other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

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AND TAKE NOTICE that registered PreveCeutical Shareholders have a right of dissent in respect of the proposed Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their PreveCeutical Shares, in the case of the Arrangement, in accordance with the provisions of the BCBCA. The dissent rights are described in Schedule "D" to the Information Circular. Failure to strictly comply with required procedure may result in the loss of any right of dissent.

PreveCeutical Shareholders of record at the close of business on August 20, 2025 will be entitled to receive notice of and vote at the Meeting. Holders of PreveCeutical share purchase warrants, stock options and restricted stock units (the "Securityholders") as of the Record Date will only be entitled to notice of the Meeting. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed form of proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location set out in the form of proxy accompanying this notice.

It is desirable that as many PreveCeutical Shares as possible be represented at the Meeting. Whether or not you expect to attend the Meeting, please exercise your right to vote. Please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be deposited at the office of the Registrar and Transfer Agent of PreveCeutical, TSX Trust Company, 733 Seymour Street, Suite 2310, Vancouver, BC V6B 0S6, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment(s) or postponement(s) thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

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

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice.

This notice is accompanied by the Information Circular and either a form of proxy for Registered Holders or a voting instruction form for beneficial PreveCeutical Shareholders.

DATED at Vancouver, British Columbia this 9th day of September, 2025.

BY ORDER OF THE BOARD

(signed) "Stephen Van Deventer"
Stephen Van Deventer
Chairman, Chief Executive Officer and Director

Registered PreveCeutical Shareholders unable to attend the Meeting are requested to date, sign and return their form of proxy in the enclosed envelope. If you are a non-registered PreveCeutical Shareholder and receive these materials through your broker or through another Intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other Intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.