Universal Ibogaine Inc. — Proxy Solicitation & Information Statement 2025

Aug 5, 2025

UNIVERSAL IBOGAINE

UNIVERSAL IBOGAINE INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 4, 2025

AND

MANAGEMENT INFORMATION CIRCULAR

UNIVERSAL IBOGAINE INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual meeting (the "Meeting") of the holders of common shares ("Common Shares") of Universal Ibogaine Inc. ("UI" or the "Corporation") will be held at the offices of CAS Corporate Governance Services Inc., Suite 600, 815 8th Avenue SW, Calgary, Alberta at 2:00 p.m. (Mountain time) on September 4, 2025, for the following purposes:

1. to receive and consider the Corporation's audited financial statements for the fiscal years ended July 31, 2024, together with the auditor's reports thereon;
2. to elect the directors of the Corporation for the ensuing year;
3. 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;
4. to pass, with or without modification, an ordinary resolution of shareholders relating to the approval of the Corporation's 2025 Equity Incentive Compensation Plan as more particularly set forth in the accompanying Management Information Circular prepared for the purpose of the Meeting (the "Circular");
5. to pass, with or without modification, an ordinary resolution of shareholders relating to the approval of the Corporation's 2025 Stock Option Plan, as more particularly set forth in the accompanying Circular prepared for the purpose of the Meeting; and
6. to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is July 22, 2025 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting.

A registered shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, execute and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with Odyssey Trust Company, Trader's Bank Building, #702, 67 Yonge Street, Toronto, ON M5E 1J8 (for physical delivery) or by email to proxy@odysseytrust.com or you may vote online at https://vote.odysseytrust.com. In order to be valid and acted upon at the Meeting, forms of proxy must be received not later than 2:00 p.m. (Calgary time) on September 2, 2025 or if the Meeting is adjourned not later than forty-eight (48)

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hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment thereof.

The persons named in the enclosed form of proxy are each a director and/or officer of the Corporation. Every shareholder has the right to appoint a person or company (who need not be a shareholder) to represent the shareholder at the Meeting other than the persons designated in the enclosed form of proxy. If the shareholder wishes to appoint a person or company other than the persons whose names are designated in the form of proxy, they may do so by inserting the name of the shareholder's chosen proxyholder in the space provided in the form of proxy.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or their attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE ELECTRONICALLY BY PROXY RATHER THAN ATTENDING THE MEETING IN PERSON.

DATED this 23rd day of July, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Nicholas Karos"

Director and Chief Executive Officer