Universal Ibogaine Inc. — Proxy Solicitation & Information Statement 2024

Mar 19, 2024

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Notice of Availability of Proxy Materials for Universal Ibogaine Inc. Annual Meeting

Meeting Date and Time: April 18, 2024, at 3:00 p.m. (Mountain time)

Location: The offices of CAS Corporate Governance Services Inc., Suite 600, 815 8th Avenue SW, Calgary, Alberta

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the management information circular (the “ Circular ”) of Universal Ibogaine Inc. (the “ Corporation ”) and other proxy materials available online prior to voting. These materials are available at:

https://universalibogaine.com/agm/

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials and Questions regarding notice and access

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by April 8, 2024, in order to receive the paper copy in advance of the meeting. Requests for paper copies or questions regarding notice and access may be made by contacting:

Toll Free Within North America: 1.888.290.1175

Direct from outside of North America: 1.587.885.0960

Beneficial owners who have previously provided standing instructions will receive a paper copies of the proxy materials.

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Circular, are as follows:

Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Circular under “ Election of Directors ”. Appointment of Auditor: Shareholders will be asked to appoint MNP LLP as the auditors of the Corporation for the ensuing year and to authorize the Board to fix the remuneration to be paid to the auditors.

Information respecting the appointment of auditors may be found in the Circular under “ Appointment of Auditors ”.

Equity Incentive Shareholders will be asked to pass, with or without modification, an Compensation Plan: ordinary resolution of shareholders relating to the approval of the Corporation's 2024 Equity Incentive Compensation Plan as more particularly set forth in the accompanying Circular prepared for the purpose of the Meeting.

Information respecting the Equity Incentive Compensation Plan may be found in the Circular under “ Approval of 2024 Equity Incentive Compensation Plan and 2024 Stock Option Plan ”.

Stock Option Plan: Shareholders will be asked to pass, with or without modification, an ordinary resolution of shareholders relating to the approval of the Corporation’s 2024 Stock Option Plan, as more particularly set forth in the accompanying Circular prepared for the purpose of the Meeting.

Information respecting the Stock Option Plan may be found in the Circular under “ Approval of 2024 Equity Incentive Compensation Plan and 2024 Stock Option Plan ”.

Voting

Non-registered (beneficial) shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.

Only registered shareholders and duly appointed proxyholders will be entitled to vote at the meeting. Shareholders who wish to appoint a proxyholder other than the persons designated by Universal Ibogaine Inc. on the form of proxy or identified on the voting instruction form (including a non-registered shareholder who wishes to appoint themselves) to represent them at the meeting must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form.

Stratification

The Company is providing paper copies of its Management Information Circular to registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Company is providing paper copies of its annual audited financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements.