StageZero Life Sciences Ltd. — AGM Information 2022

May 27, 2022

STAGEZERO LIFE SCIENCES, LTD. 70 East Beaver Creek, Suite 30 Richmond Hill, Ontario L4B 3B2

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the “Meeting”) of STAGEZERO LIFE SCIENCES, LTD (the “Corporation”) will be held via virtual meeting, on Tuesday, June 28, 2022, at 10:00 a.m. (Eastern time), via live webcast at: https://virtual-meetings.tsxtrust.com/1300 (case sensitive password: stagezero2022), for the following purposes:

1. to receive the Corporation’s audited consolidated financial statements for the year ended December 31, 2021, and the report of the auditors thereon;

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

3. to appoint SRCO Professional Corporation, Chartered Professional Accountants as auditors for the fiscal year ending December 31, 2022, and to authorize the directors of the Corporation to fix the auditor’s remuneration;

4. to approve, with or without variation, an ordinary resolution approving certain matters relating to the Corporation’s Stock Option Plan, as defined and more particularly described in the accompanying management information circular;

5. to transact such other business that properly comes before the Meeting (or any postponement(s) or adjournment(s) of the Meeting thereof).

The record date for determining holders of common shares (“each a “Shareholder”) entitled to receive this notice of annual and special meeting and to vote at the Meeting (or any postponement or adjournment of the Meeting) is the close of business on May 09, 2022.

Particulars of the foregoing matters are set forth in the management information circular of the Corporation (the “Circular”) accompanying this notice (the “Notice of Meeting”) and enclosed form of proxy (the “Proxy”). This Notice of Meeting and the accompanying Circular have been sent or been made available to each director of the Corporation, each shareholder of the Corporation entitled to notice of the Meeting and the auditors of the Corporation.

VOTING AT THE VIRTUAL MEETING

The Meeting will be hosted virtually via live audio webcast at: https://virtual-meetings.tsxtrust.com/1300 and Password stagezero2022 (case sensitive)

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

1. Type in : https://virtual-meetings.tsxtrust.com/1300 on your browser at least 15 minutes before the Meeting starts.

2. Click on “I have a control number/meeting access number”.

3. Enter your 12-digit control number (on your proxy form) as your username.

4. Enter the password: stagezero2022 (case sensitive).

5. When the ballot is opened, click on the “Voting” icon on the left of your screen. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

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Non-registered Shareholders may vote at the Meeting by following the steps listed below:

1. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.

2. Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.

3. Obtain a control number by contacting TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

4. Type in : https://virtual-meetings.tsxtrust.com/1300 on your browser at least 15 minutes before the Meeting starts.

5. Click on “I have a control number/meeting access number”.

6. Enter the control number provided by tsxtrustproxyvoting@tmx.com as your user name.

7. Enter the password: stagezero2022 (case sensitive).

8. When the ballot is opened, click on the “Voting” icon on the left side of your screen. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75. Requests for Control Numbers must be received by June 24 at 10:00am.

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

1. Type in: https://virtual-meetings.tsxtrust.com/1300 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.

2. Click on “I am a Guest”.

If you have any questions or require further information with regard to voting your Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at tsxtis@tmx.com. This notice of annual and special meeting is accompanied by the Proxy , and the Circular. These materials contain detailed voting instructions and information about the matters to be decided at the Meeting; as a Shareholder, you should read the accompanying materials carefully. If you are a Shareholder and wish to be represented by proxy at the Meeting (or any postponement or adjournment of the Meeting), you should follow the voting instructions provided with your Proxy. To be valid, submitted Proxies must be received on or before 10:00 a.m. (Toronto time) on Friday, June 24, 2022, to the Corporation’s transfer agent and registrar, TSX Trust Company, Attention: Proxy Department, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1.

DATED at Toronto, Ontario on the 13[th] day of May, 2022.

By Order of the Board of Directors

“James R. Howard-Tripp”

James R. Howard-Tripp Chairman and Chief Executive Officer

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