StageZero Life Sciences Ltd. — Regulatory Filings 2021

Nov 8, 2021

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting of shareholders (the “ Meeting ”) of STAGEZERO LIFE SCIENCES (the “ Corporation ”) will be held on Thursday, December 9, 2021, at 2:00 p.m. (Eastern time), via live webcast at - https://virtual meetings.tsxtrust.com/1234 (meeting ID: 1234, case sensitive password: stagezero2021) for the following purposes:

1. to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution authorizing and approving the issuance of 8,000,000 common shares of the Corporation to Health Clinics Limited in connection with the prior acquisition of all of the issued and outstanding shares of Clinic Operations Limited, a wholly owned subsidiary of Health Clinics Limited, which would materially affect control of the Corporation (as such term is defined in the TSX Company Manual);

2. 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 special meeting and to vote at the Meeting (or any postponement or adjournment of the Meeting) is the close of business on October 22, 2021.

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/1234 (meeting ID: 1234)

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/1234] on your browser at least 15 minutes before the Meeting starts.

• Click on “I have a control number”.

• Enter your 12-digit control number (on your proxy form).

• Enter the password: [stagezero2021] (case sensitive).

• When the ballot is opened, click on the “Voting” icon. 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.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually 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

1. 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.

2. 1. Type in [https://virtual meetings.tsxtrust.com/1234] on your browser at least 15 minutes before the Meeting starts.

3. Click on “I have a control number”.

4. Enter the control number provided by tsxtrustproxyvoting@tmx.com.

5. Enter the password: [stagezero2021] (case sensitive).

6. When the ballot is opened, click on the “Voting” icon. 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.

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/1234] 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 tmxeinvestorservices@tmx.com. This notice of 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 2:00 p.m. (Toronto time) on Tuesday, December 7, 2021, 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 22nd day of October, 2021.

By Order of the Board of Directors

“James R. Howard-Tripp”

James R. Howard-Tripp Chairman and Chief Executive Officer