Ventripoint Diagnostics Ltd.

VENTRIPOINT DIAGNOSTICS LTD.

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR THE

ANNUAL AND SPECIAL MEETING OF

SHAREHOLDERS OF VENTRIPOINT DIAGNOSTICS LTD.

TO BE HELD ON

MAY 27, 2026

DATED AS OF APRIL 10, 2026

VENTRIPOINT DIAGNOSTICS LTD.

18 HOOK AVENUE, UNIT 101
TORONTO, ONTARIO, CANADA, M6P 1T4

NOTICE OF THE ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD MAY 27, 2026

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (“Meeting”) of the shareholders of Ventripoint Diagnostics Ltd. (the “Corporation”) will be held at 11:00 am (Toronto time) on Wednesday, May 27, 2026, for the following purposes:

to receive the financial statements of the Corporation for the year ended December 31, 2025;
to appoint MNP LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditor’s remuneration;
to elect each of the directors of the Corporation for the ensuing year;
to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution re-approving and ratifying the Corporation’s incentive stock option plan; and
to transact such further and other business as may properly be brought before the meeting or any adjournment thereof.

Accompanying this notice of meeting is the Management Information Circular (the “Information Circular” or “Circular”) of the Corporation. The Circular provides important and detailed information relating to the matters to be dealt with at the Meeting and forms part of this notice. This notice is accompanied by the Information Circular, either a form of proxy for a registered Shareholder or a voting instruction form for a beneficial Shareholder (collectively, the “Meeting Materials”).

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is April 8, 2026 (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.

All registered shareholders may attend the Meeting in person or vote by proxy. Shareholders are urged 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 the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada (“Computershare”), 320 Bay Street, 14th Floor, Toronto ON, M5H 4A6, Attention: Proxy Department, not later than 4:30 p.m. (Toronto time) on Monday, May 25, 2026 or, in the case of any adjournment or postponement of the Meeting, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays in the Province of Ontario) preceding the time of the postponement or adjournment. Internet voting is also available for this Meeting through www.investorvote.com and telephone voting is available at 1-866-732-8683. Votes cast

via internet or by telephone are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper form of proxy. Further details on the internet voting process are provided in the form of proxy. Shareholders may beneficially own common shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-Registered Shareholders" or "Beneficial Shareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or its agent is returned according to their instructions sufficiently in advance of deadline specified by the broker, intermediary or its agent to ensure they are able to provide voting instructions on your behalf.

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 his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

A shareholder who wishes to ensure that such shareholder's shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by mail or vote via the internet at www.investorvote.com, in either case in accordance with the instructions set out in the form of proxy and in the Circular.

Notice-and-Access

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of common shares of the Corporation (the "Non-Registered Holders") and for registered Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, registered Shareholders will receive a form of proxy and the Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of this notice of meeting, the Circular, the annual consolidated financial statements of the Corporation for the two financial years ended December 31, 2024, and 2025, the related Management Discussion and Analysis and other meeting materials, Shareholders receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Corporation will not be adopting stratification procedures in relation to the use of notice-and-access provisions.

iii

Websites Where Meeting Materials Are Posted

Meeting Materials can be viewed online under the Corporation's profile at www.sedarplus.ca; or on the Corporation’s website at https://ventripoint.com/. The Meeting Materials will remain posted at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please contact the Corporation, by calling toll-free at 1-833-201-8735 or by email at [email protected]. Requests for paper copies of the Meeting Materials should be received by 4:00 p.m. (Eastern time) on May 12, 2026, in order to receive them in advance of the Meeting. The accompanying Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of meeting. Additional information about the Corporation and its financial statements are also available on the Corporation's profile at www.sedarplus.ca

DATED at Toronto, Ontario this 10th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

“Hugh MacNaught”

Hugh MacNaught

Director, President and Chief Executive Officer

VENTRIPOINT DIAGNOSTICS LTD.

MANAGEMENT INFORMATION CIRCULAR

THIS MANAGEMENT INFORMATION CIRCULAR (THE "INFORMATION CIRCULAR" OR "CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF VENTRIPOINT DIAGNOSTICS LTD. (THE "CORPORATION") FOR USE AT THE ANNUAL AND SPECIAL MEETING (THE "MEETING") OF SHAREHOLDERS OF THE CORPORATION (THE "SHAREHOLDERS") TO BE HELD ON WEDNESDAY, MAY 27, 2026 AT 11:00 AM (TORONTO TIME), AT THE CORPORATIONS OFFICE AT 18 HOOK AVENUE, UNIT 101, TORONTO, ONTARIO M6P 1T4, AND AT ANY ADJOURNMENTS THEREOF FOR THE PURPOSES SET OUT IN THE ACCOMPANYING NOTICE OF MEETING.

Unless expressly stated otherwise, all information contained in this Information Circular is given as of April 10, 2026

Unless otherwise indicated, all references to "dollars" or "$" means Canadian dollars.

NOTICE-AND-ACCESS

The Corporation has decided to use the notice-and-access ("Notice-and-Access") rules provided under NI 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the delivery of the Meeting Materials to holders of common shares in the capital of the Corporation (the "Common Shares") who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Common Shares ("Registered Shareholders") and beneficial owners of Common Shares (the "Non-Registered Holders") for the Meeting. The Notice-and-Access method of delivery of Meeting Materials allows the Corporation to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under NI 54-101.

Registered Shareholders will receive a form of proxy and Non-Registered Holders will receive a VIF, enabling them to vote at the Meeting. However, instead of a paper copy of the Notice, the Circular, the annual consolidated financial statements of the Corporation for the two financial years ended December 31, 2025, and 2024, the related Management Discussion and Analysis and other meeting materials (collectively the "Meeting Materials"), Shareholders receive only a notice with information on the date, location and purpose of the Meeting, as well as information on how they may access such materials electronically.

The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. Materials can be viewed online under the Corporation's profile at www.sedarplus.ca; or on the Corporation's website at https://ventripoint.com/. The Meeting Materials will remain posted at least until the date that is one year after the date the Meeting Materials were posted. The Corporation will not be adopting stratification procedures in relation to the use of Notice-and-Access provisions.

should be received by 4:00 p.m. (Eastern time) on May 12, 2026, in order to receive them in advance of the Meeting.

SOLICITATION OF PROXIES

Although, it is expected that management’s solicitation of proxies for the Meeting will be made primarily by mail, proxies may be solicited by directors, officers and employees of the Corporation personally or by telephone, fax, email or other similar means of communication. This solicitation of proxies for the Meeting is being made by or on behalf of the directors and management of the Corporation and the Corporation will bear the costs of this solicitation of proxies for the Meeting.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made with the transfer agent, investment dealers, intermediaries, custodians, depositories and depository participants and other nominees to forward solicitation materials to the beneficial owners of the common shares (the “Shares” or “Common Shares”) of the Corporation. The Corporation will provide, without any cost to such person, upon request to the Chief Executive Officer of the Corporation, additional copies of the foregoing documents for this purpose.

REGISTERED SHAREHOLDERS VOTING BY PROXY

All Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called and where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Shares represented by the proxy will be voted or withheld from voting in accordance with such specifications. IN THE ABSENCE OF ANY SUCH SPECIFICATIONS, THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, WILL VOTE IN FAVOUR OF ALL THE MATTERS SET OUT HEREIN.

THE ENCLOSED INSTRUMENT OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE MANAGEMENT DESIGNEES, OR OTHER PERSONS NAMED AS PROXY, WITH RESPECT TO AMENDMENTS TO OR VARIATIONS OF MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. AT THE DATE OF THIS INFORMATION CIRCULAR, THE CORPORATION IS NOT AWARE OF ANY AMENDMENTS TO, OR VARIATIONS OF, OR OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. IN THE EVENT THAT OTHER MATTERS COME BEFORE THE MEETING, THEN THE MANAGEMENT DESIGNEES INTEND TO VOTE IN ACCORDANCE WITH THE JUDGMENT OF THE MANAGEMENT OF THE CORPORATION.

Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare, Attn: Proxy Dept., 320 Bay Street, 14th Floor, Toronto ON, M5H 4A6, Tel: 1(800)564-6253, by no later than 11:00 a.m. (Toronto time) on Monday, May 25, 2026, or in the case of postponement or adjournment, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, preceding the postponed or adjourned meeting.

APPOINTMENT OF PROXY

The persons named in the accompanying form of proxy are directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION) OTHER THAN DR. GEORGE ADAMS OR HUGH MACNAUGHT, THE MANAGEMENT DESIGNEES, TO ATTEND AND ACT FOR

HIM OR HER AT THE MEETING. Such right may be exercised by inserting in the blank space provided, the name of the person to be designated and deleting therefrom the names of the management designees or by completing another proper instrument of proxy and, in either case, depositing the instrument of proxy with the transfer agent of the Corporation, Computershare, Attn: Proxy Dept., 320 Bay Street, 14th Floor, Toronto ON, M5H 4A6, by no later than 11:00 pm (Toronto time) on Monday, May 25, 2026, or in the case of postponement or adjournment, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, preceding the postponed or adjourned meeting.

REVOCATION OF PROXIES

A registered Shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy.

A Shareholder may revoke a proxy by depositing an instrument in writing, executed by him or his attorney authorized in writing, or if the Shareholder is a corporation, under its corporate seal or signed by a duly authorized officer or attorney for the Corporation:

(a) at the office of the transfer agent of the Corporation, Computershare, Attn: Proxy Dept., 320 Bay Street, 14th Floor, Toronto ON, M5H 4A6, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, preceding the Meeting or an adjournment of the Meeting.

(b) at the registered office of the Corporation, 18 Hook Avenue, Unit 101, Ontario, M6P 1T4, at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used; or

(d) transmitting, by telephonic or electronic means, a revocation that complies with (i), (ii) or (iii) above and that is signed by electronic signature provided that the means of electronic signature permit a reliable determination that the document was created or communicated by or on behalf of the registered shareholder or the attorney, as the case may be; or

(e) in any other manner permitted by law.

In addition, a proxy may be revoked by the Shareholder by executing another form of proxy bearing a later date and depositing same at the offices of the Corporation within the time period set out under the heading "Voting of Proxies", or by the Shareholder personally attending the Meeting and voting his Shares.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES ON VOTING COMMON SHARES

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name ("Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Shares will not be registered in the Shareholder's name on the records of the Corporation. Such Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares

are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Services ("Broadridge") (formerly ADP Investor Communications Corporation). Broadridge typically prepares a Voting Instruction Form ("VIF") and mails the VIF to the Beneficial Shareholders and asks Beneficial Shareholders to return the VIF to Broadridge. Often Beneficial Shareholders are provided with a toll-free telephone number or a website address through either of which their Shares can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a VIF from Broadridge cannot use that VIF to vote Shares directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted at the Meeting. If you have any questions respecting the voting of Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as non-objecting beneficial owners or "NOBOs". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Corporation are referred to as objecting beneficial owners or "OBOs".

The Corporation will not be paying for intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO's intermediary assumes the costs of delivery.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his or her broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the VIF provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Shares without par or nominal value, of which 187,659,191 Shares are issued and outstanding as at the date hereof and entitled to vote at the Meeting on the basis of one vote for each Share held.

The holders of Shares of record at the close of business on the Record Date, which pursuant to the Corporation’s by-laws and the Canada Business Corporations Act (the "CBCA") is the close of business on April 8, 2026 (the "Record Date"), are entitled to vote such Shares at the Meeting on the basis of one vote for each Share held, except to the extent that:

(a) such person transfers his Shares after the Record Date; and
(b) the transferee of those Shares produces properly endorsed share certificates or otherwise establishes his ownership to the Shares and makes a demand to the Corporation, not later than 10 days before the Meeting, that his name be included on the Shareholders’ list.

The by-laws of the Corporation provide that a quorum for the transaction of business at any meeting of Shareholders shall be at least two persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxy or representative for an absent Shareholder so entitled and representing in the aggregate not less than 10% of the outstanding Shares of the Corporation carrying voting rights at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as at the close of business on April 10, 2026, no person beneficially owns, or controls or directs, directly or indirectly, securities carrying more than 10% of the voting rights attached to the Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Circular, no director, executive officer or principal shareholder of the Corporation, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s two most recently completed financial years or in any proposed transaction that has materially affected or will materially affect the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation’s directors, the only matters to be placed before the Meeting are those matters set forth in the accompanying Notice of Meeting relating to (a) the receipt of the audited financial statements of the Corporation; (b) the election of directors of the Corporation; (c) the appointment of an auditor of the Corporation for the ensuing year; and (d) the re-approval of the Corporation’s incentive stock option plan.

A. Receipt of Financial Statements

The Directors of the Corporation will place before the Meeting the audited consolidated financial statements for the years ended December 31, 2024, and 2025, together with the auditors’ report thereon. Shareholder approval is not required in relation to these financial statements. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website at https://ventripoint.com/.

B. Election of Directors

The Board of Directors has adopted an individual voting policy for the election of directors at the Meeting. Under the majority voting policy, in the event that a nominee for director receives a greater number of votes "withheld" than votes "for" his election as a director, the Board of Directors shall consider

the circumstances of such vote, the particular attributes of the director nominee including his knowledge, experience and contribution at Board of Directors meetings and make whatever determination the Board of Directors deems appropriate, including without limitation, requesting such director to resign at an appropriate time and advise shareholders of the Board of Directors' decision in that regard. This policy applies only to uncontested elections, meaning elections where the number of nominees for directors is equal to the number of directors to be elected. The Board of Directors may fill any vacancy created by any such resignation or determine to leave the resulting vacancy unfilled.

Shareholders should note that, as a result of the majority voting policy, a "withhold" vote is effectively the same as a vote against a director nominee in an uncontested election.

The Board currently consists of four (4) directors. The following table states the names of the persons nominated by management for election as directors, any offices with the Corporation currently held by them, their principal occupations or employment, the period or periods of service as directors of the Corporation and the approximate number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date thereof.

The following information relating to the nominees as directors is based on information received by the Corporation from said nominees as at the date thereof. Detailed biographical information is set out below.

Name of Nominee, Residence, Position with Ventripoint	Director Since	Principal Occupation	Committee Membership	Number of Common Shares of the Corporation beneficially owned, directly or indirectly, or controlled or directed at present^{(1)}	Percentage of Voting Shares Owned or Controlled
Dr. George Adams^{(4)}
Ontario, Canada
Director, Secretary, Executive-Chairman	Oct. 2010	Executive Chairman of Ventripoint Diagnostics Ltd.	Nomination	1,364,839	0.73%
Hugh MacNaught^{(4)}
BC, Canada
Director, President and Chief Executive Officer	Sept. 2020	President, Partner at Succession Equity Ltd.	Nomination	235,213	0.13%
Fiona Fitzgerald^{(2)(3)}
Quebec, Canada
Director	Oct. 2021	Modality Leader Nanomedicine at Cytiva	Audit Compensation	5,143	0.00%
Randy AuCoin^{(2)(3)}
Ontario, Canada
Director	Dec. 2021	President and CEO of Exact Imaging Inc.	Audit Compensation	125,565	0.07%

Notes:
(1) Information as to common shares beneficially owned or controlled has been provided by director nominees.
(2) Member of audit committee
(3) Member of compensation committee
(4) Member of nominating and corporate governance committee

Biographical Information

Dr. George Adams

Dr. Adams is a director, the Executive-Chairman and Corporate Secretary of the Corporation. Dr. Adams ceased acting as Chief Executive Officer of the Corporation as of January 1, 2023. Dr. Adams was previously Chairman of Sernova Corp. (TSXV:SVA), President and CEO of Amorfix Life Sciences Ltd. (TSX:AMF) from 2005 to 2010, prior to which he was President of University of Toronto Innovations Foundation. Prior to this, he held research and executive positions with Boston Scientific Inc., Pfizer Inc., Corvita Canada Inc., University of Ottawa and Canadian Red Cross, Blood Transfusion Service. He has been instrumental in founding over 30 companies which have raised $100 million in funding and has been a Director of 10 venture capital funds and 10 start-up companies. Dr. Adams has a Ph.D - Medical Sciences from McMaster University and a MSc in Biomedical Engineering from the University of Waterloo.

Hugh MacNaught

Mr. MacNaught is President and Partner at Succession Equity Ltd., a private equity practice focused on technology development and commercialization. He is also the CEO of Nanologix Research Inc., prior to which he was Managing Director at Pulmonox Technologies Corp. Mr. MacNaught has 30 years experience in the innovation, development, financing, and commercialisation of medical and life science technologies. He has worked in roles ranging from product development and manufacturing to finance, business development and executive management. His background includes extensive experience in clinical diagnostics, therapeutics and diagnostic imaging. His familiarity with research translation and technology development within early stage companies includes several years as a venture capitalist and founding, leading and financing technology ventures.

Fiona Fitzgerald

Ms. Fitzgerald was employed with General Electric Healthcare Corporation (GEHC) in Canada starting in 1995 and transitioned to Cytiva (formerly GEHC Life Sciences) when Danaher Corporation bought the operating company in March 2020. Ms. Fitzgerald is an experienced business leader in life sciences with a track record of success in sales, marketing, operations and R&D across three countries: Canada USA and UK/Ireland. Along with a bachelor's degree in Applied Biochemical Sciences, Ms. Fitzgerald also has a post graduate diploma in Management Sciences. Ms. Fitzgerald is also a graduate member of the Chartered Institute of Marketing. Ms. Fitzgerald has participated on various Government of Canada Federal committees including NSERC's CREATE program and several NSERC Centre of Excellence Evaluation committees. In 2014 she chaired the CREATE Committee. Ms. Fitzgerald currently holds board memberships in CellCAN, CATTI, CIMTEC and the Advisory Board for the Centre of Bioengineering and Biotechnology at Waterloo University.

Randy AuCoin

Mr. AuCoin is the CEO of Exact Imaging Inc. (since 2013), which is the world leader in high-frequency ultrasound applied to the early detection of prostate cancer. Mr. AuCoin has raised over $50 million of venture capital, and has had progressively more senior roles in Quinton Electrophysiology Corporation, DICOMIT, VisualSonics Inc. and Imagistx Inc. Mr. AuCoin is well versed in all aspects of a medical device company from operations to sales and marketing to governance.

Cease Trade Orders

To the knowledge of the Corporation, other than as set out herein, no proposed director is, as of the date of this Information Circular, or was within 10 years prior to the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemption under securities legislation and which order was in effect for a period of more than 30 consecutive days while they were acting in the capacity as director, chief executive officer or chief financial officer of such company; or (ii) was subject to any of the foregoing orders for a period of more than 30 consecutive days after he ceased to be a director, chief executive officer or chief financial officer of such corporation and which resulted from an event that occurred while he was acting in such capacity.

Dr. Adams has served as a director of StimCell Energetics Inc. (formerly Cell MedX Corp). since 2018. On October 11, 2022 the British Columbia Securities Commission issued a cease trade order against Cell MedX Corp. for failing to file required annual financial statements and related MD&A and annual information form. The cease trade order was rescinded on November 27, 2023.

Individual Bankruptcies

To the knowledge of the Corporation, no proposed director is, as of the date of this Information Circular, or was within 10 years prior to the date of this Information Circular, a director or executive officer of a company (including the Corporation) that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets.

To the knowledge of the Corporation, no proposed director of the Corporation has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to hold the assets of the proposed director.

Penalties and Sanctions

To the knowledge of the Corporation, no proposed director has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, TO VOTE FOR THE ELECTION OF SAID PERSONS TO THE BOARD OF DIRECTORS UNLESS THE SHAREHOLDER HAS SPECIFIED IN ITS PROXY THAT ITS SHARES ARE TO BE WITHHELD FROM VOTING ON THE ELECTION OF DIRECTORS.

Management does not contemplate that any of such nominees will be unable to serve as directors; however, if, for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the Shareholder has specified in his or her proxy that his Shares are to be withheld from voting in the election of directors.

C. Appointment of Auditors

The Corporation recommends that MNP LLP (“MNP”), be re-appointed as auditors of the Corporation, to hold office until the next annual meeting of the shareholders of the Corporation at such remuneration as may be fixed by the Board of Directors.

THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, INTEND TO VOTE THE SHARES REPRESENTED BY ANY SUCH PROXY FOR THE RE-APPOINTMENT OF MNP LLP AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS, UNLESS THE SHAREHOLDER HAS SPECIFIED IN HIS OR HER PROXY THAT THE SHARES ARE TO BE WITHHELD FROM VOTING.

D. Stock Option Plan

The Corporation has in place a “rolling” stock option plan (the “Stock Option Plan” or the “Plan”) which was last approved by the shareholders of the Corporation on November 1, 2023. The Plan is a “rolling” stock option plan, pursuant to which the number of common shares that may be issued upon exercise of options may not exceed 10% of the issued and outstanding common shares on a non-diluted basis at any time and such aggregate number of common shares automatically increases or decreases as the number of issued and outstanding common shares of the Corporation changes. Pursuant to the policies of the TSX Venture Exchange (the “TSXV”) “rolling” stock option plans which reserve a percentage of a Company’s issued and outstanding shares for grant require annual approval of a majority of the shareholders present in person or by proxy at the company’s annual shareholder meeting.

The Plan provides that the Board of Directors may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Shares. The Plan provides for a floating maximum limit of 10% of the outstanding Shares including any Common Shares reserved for issuance under outstanding incentive stock options, employee stock purchase plan or any other compensation or incentive mechanism, as permitted by the Policies of the TSXV. As at the date hereof, this represents 18,765,919 Shares available under the Plan. To date, options to purchase a total of 16,006,500 Shares (85.30%) have been issued to directors, officers, employees and consultants of the Corporation and remain outstanding.

Unless disinterested Shareholder approval is obtained, the number of Shares reserved for issuance to any one person (other than consultants and employees performing investor relations activities) may not exceed 5% of the outstanding Shares. The number of Shares reserved for issuance to consultants and employees performing investor relations activities may not exceed 2% of the outstanding Shares. The Board of Directors determines the price per Share and the number of Shares that may be allotted to each director, officer, employee and consultant and all other terms and conditions of the options, subject to the rules of the TSXV. The price per Share set by the Board of Directors is subject to minimum pricing restrictions set by the TSXV.

Options may be exercisable for up to ten years from the date of grant, but the Board of Directors has the discretion to grant options that are exercisable for a shorter period. Options under the Plan are not transferable or assignable. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant, the option shall be limited to the number of Shares purchasable by the holder immediately prior to the time of his or her cessation of office or employment and the holder shall have no right to purchase any other Shares. Pursuant to the Plan, options must be exercised within a reasonable period following termination of employment or cessation of the optionee's position with the Corporation, or such other period established by the Board of Directors, provided that if the cessation of office,

directorship, consulting arrangement or employment was by reason of death or disability, the option may be exercised within one (1) year, subject to the expiry date.

Management of the Corporation believes that it would be in the best interest of the Corporation to approve the Plan to align the interest of directors, officers, employees and consultants of the Corporation and its affiliates in the growth and development of the Corporation and its affiliates by providing them with the opportunity through stock options to acquire an increased proprietary interest in the Corporation.

The Plan is subject to annual approval of the TSXV and annual approval of the Shareholders, as required by the rules of the TSXV.

At the Meeting, the Shareholders will be asked to approve the following resolution:

BE IT RESOLVED THAT:

(a) the incentive stock option plan of the Corporation, as described in the Information Circular of the Corporation dated April 10, 2026 be and is hereby ratified and re-approved, subject to regulatory approval; and
(b) any one director or officer of the Corporation be authorized to make all such arrangements, to do all acts and things and to sign and execute all documents and instruments in writing, whether under the corporate seal of the Corporation or otherwise, as may be considered necessary or advisable to give full force and effect to the foregoing."

The foregoing resolution must be passed by a majority of the votes cast by Shareholders who vote on the resolution at the Meeting. If the Plan is not ratified by the Shareholders, the Corporation will have to consider other methods of compensating and providing incentives to directors, officers, employees, consultants and other personnel. THE MANAGEMENT DESIGNES, IF NAMED AS PROXY INTEND TO VOTE THE SHARES REPRESENTED BY SUCH PROXY FOR APPROVAL OF THE PLAN, UNLESS OTHERWISE DIRECTED IN THE INSTRUMENT OF PROXY.

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of (a) the chief executive officer, (b) the chief financial officer, (c) the most highly compensated executive officer of the Corporation at the end of the most recently completed financial year of the Corporation whose total compensation was more than $150,000, and (d) each individual who would fit the description under paragraph (c) above but for the fact that the individual was neither an executive officer of the Corporation and was not acting in a similar capacity, at the end of that financial year (collectively the "Named Executive Officers") and for the directors of the Corporation.

During the year ended December 31, 2025, the Corporation had three Named Executive Officers, Hugh MacNaught, the current President and Chief Executive Officer, Jimmy Jeon, the former Chief Financial Officer, and David Swetlow, the Chief Financial Officer.

All dollar amounts referenced herein are in Canadian dollars unless otherwise specified.

Objective

The following is disclosure of all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, to each Named Executive Officer and director, in any

capacity, including, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the Named Executive Officer or director for services provided, directly or indirectly, to the Corporation.

The objective of this disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each Named Executive Officer and director for the financial year, and the decision-making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Corporation and will help shareholders understand how decisions about executive compensation are made.

Director and Named Executive Officer Compensation

The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial years of the Corporation to the Named Executive Officers and the directors of the Corporation.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES^{(1)}
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Hugh MacNaught^{(2)}	2025	192,000	-	-	-	-	192,000
Director, President and Chief Executive Officer	2024	177,000	-	-	-	-	177,000
David Swetlow^{(3)}	2025	48,000	-	-	-	-	48,000
Chief Financial Officer	2024	-	-	-	-	-	-
Jimmy Jeon^{(4)}	2025	-	-	-	-	67,190	67,190
Former Chief Financial Officer	2024	-	-	-	-	51,056	51,056
Dr. George Adams^{(5)}	2025	72,000	-	-	-	-	72,000
Director, Executive Chairman and Secretary	2024	72,000	-	-	-	-	72,000
Fiona Fitzgerald	2025	12,000	-	-	-	-	12,000
Director	2024	12,000	-	-	-	-	12,000
Randy Aucoin	2025	12,000	-	-	-	-	14,000
Director	2024	12,000	-	-	-	-	14,000

Notes:
(1) This table does not include any amount paid as reimbursement for expenses. This table includes compensation received by the Named Executive Officers as directors of the Corporation, if any.
(2) Mr. MacNaught was appointed director on September 30, 2020 and appointed President and Chief Executive Officer on February 2, 2024.
(3) Mr. Swetlow was appointed Chief Financial Officer on December 3, 2025.
(4) Mr. Jeon was appointed Chief Financial Officer on October 2, 2023 and resigned on December 3, 2025. Jimmy Jeon was pursuant to a consulting agreement with Marrelli Support Services Inc. ("Marrelli") where Mr. Jeon is a Senior Financial Analyst. The Company expressed for 2024-2025 - $51,056 and $67,190, respectively, to Marrelli for Mr. Jeon to act as the Chief Financial Officer of the Company and for bookkeeping services.
(5) Dr. Adams was appointed as a director on October 1, 2010, as Executive Chairman on December 19, 2019 and as Secretary on January 1, 2023.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and Named Executive Officer by the Corporation or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
NEO’s
Hugh MacNaught, Director, President and Chief Executive Officer	Stock Options	500,000	Sep 28, 2020	$0.10	$0.11	$0.14	Sep 28, 2030
		100,000	Jan 12, 2021	$0.10	$0.115		Jan 12, 2031
		75,000	Jan 20, 2022	$0.40	$0.31		Jan 20, 2032
		50,000	Jan 20, 2023	$0.30	$0.28		Jan 20, 2033
		300,000	Sep 5, 2024	$0.20	$0.175		Sep 5, 2034
		300,000	Jan 20, 2025	$0.10	$0.10		Jan 20, 2035
David Swetlow, Chief Financial Officer	Stock Options	1,000,000	Oct 14, 2025	$0.11	$0.105	$0.14	Oct 14, 2035
Jimmy Jeon, Former Chief Financial Officer	Stock Options	25,000	Sep 5, 2024	$0.20	$0.175	$0.14	Sep 5, 2034
		25,000	Jan 20, 2025	$0.10	$0.10		Jan 20, 2035
Dr. George Adams, Director, Executive Chairman and Secretary	Stock Options	625,000	Sep 28, 2020	$0.100	$0.11	$0.14	Sep 28, 2030
		500,000	Sep 28, 2020	$0.100	$0.11		Sep 28, 2030
		100,000	Jan 12, 2021	$0.100	$0.115		Jan 12, 2031
		275,000	Jan 20, 2022	$0.400	$0.31		Jan 20, 2032
		100,000	Jan 20, 2023	$0.300	$0.28		Jan 20, 2033
		100,000	Sep 5, 2024	$0.200	$0.175		Sep 5, 2034
		100,000	Jan 20, 2025	$0.100	$0.10		Jan 20, 2035
Directors
Fiona Fitzgerald, Director	Stock Options	500,000	Oct. 25, 2021	$0.50	$0.495	$0.14	Oct. 25, 2031
		50,000	Jan 20, 2023	$0.30	$0.28		Jan 20, 2033
		50,000	Sep 5, 2024	$0.20	$0.175		Sep 5, 2034
		50,000	Jan 20, 2025	$0.100	$0.10		Jan 20, 2035
Randy Aucoin,	Stock Options	500,000	Dec. 20, 2021	$0.40	$0.315	$0.14	Dec. 20, 2031

Director	50,000	Jan 20, 2023	$0.30	$0.28	Jan 20, 2033
	50,000	Sep 5, 2024	$0.20	$0.175	Sep 5, 2034
	50,000	Jan 20, 2025	$0.100	$0.10	Jan 20, 2035

Stock Option Granting Process

Generally, stock option grants will be determined on an ad hoc basis. The CEO will make recommendations to the Compensation Committee regarding individual stock option awards for all recipients, other than the CEO and the Board of Directors. The Compensation Committee will make recommendations to the Board regarding stock options for the CEO and the Board of Directors.

The Compensation Committee will review the appropriateness of the stock option grant recommendations from the CEO for all eligible employees and accept or adjust the recommendations. The Compensation Committee is responsible for approving all individual stock option grants, including grants that are awarded outside the annual compensation deliberation process for such things as promotions or new hires. The Compensation Committee is also responsible for recommending to the Board for its approval any stock option grants for executive officers.

Stock Options and other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and named executive officer by the Corporation or one of its subsidiaries in the most recently completed financial year ended December 31, 2025 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

The following table discloses each exercise by a director or Named Executive Officer of compensation securities during the most recently completed financial year ended December 31, 2025.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
NEO's
Hugh MacNaught, Director, President and Chief Executive Officer	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil
David Swetlow, Chief Financial	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil

Officer
Jimmy Jeon, Former Chief Financial Officer	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil
Dr. George Adams, Director, Executive Chairman and Secretary	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil
Directors
Fiona Fitzgerald, Director	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil
Randy Aucoin, Director	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil

Stock Option Plans and Other Incentive Plans

The Corporation has adopted a Stock Option Plan.

The Stock Option Plan is subject to approval of the TSX Venture Exchange (the “TSXV”). TSXV policy requires shareholder approval of the Stock Option Plan upon adoption by the Corporation and annually thereafter. The Stock Option Plan was last approved by shareholders on November 1, 2023.

A copy of the Stock Option Plan is attached to this Circular as Schedule “A”. See “Stock Option Plan” under “Particulars of Matters To Be Acted Upon” of this Circular for material terms the Stock Option Plan.

Employment, Consulting and Management Agreements

The Corporation has in place the following employment, consulting or management agreements between the Corporation or any subsidiary or affiliate thereof and its Named Executive Officers and directors of the Corporation.

Hugh MacNaught – Director, President and Chief Executive Officer

The Corporation and Hugh MacNaught entered into an independent contractor agreement dated February 2, 2024, whereby the Corporation agreed to employ Hugh MacNaught as Chief Executive Officer of the Corporation. As compensation for services provided, Hugh MacNaught is paid a wage of $15,000 per month and was granted options to purchase 16,000 shares at $0.26 per share for 10 years, vesting immediately. In addition, Hugh MacNaught is granted options on a monthly basis equal to $5,000 per month. The agreement contains confidentiality and intellectual property provisions. The term of the

agreement was initially for six (6) months, subject to automatic extension on a month-by-month basis, and the agreement may be terminated by either party with one months' written notice. The Corporation may terminate the agreement at any time without notice or pay in lieu of notice for cause. Upon resignation or retirement, Hugh MacNaught shall have no further entitlement from the Corporation.

David Swetlow – Chief Financial Officer

The Corporation and David Swetlow entered into an independent contractor agreement dated September 29, 2025, whereby the Corporation agreed to employ David Swetlow as Chief Financial Officer of the Corporation. As compensation for services provided, David Swetlow is paid a wage of $6,000 per month, provided however, until the Corporation has completed a financing of at least $1,000,000, only $5,000 per month is payable, and was granted options to purchase 1,000,000 shares at $0.11 per share for 10 years, vesting 25% immediately and 75% over 12 months. In addition, David Swetlow is eligible for additional stock option grants. The agreement contains confidentiality and intellectual property provisions. The initial term of the agreement is for twelve (12) months, subject to automatic extension on a quarter-by-quarter basis, and the agreement may be terminated by either party with one month's written notice. The Corporation may terminate the agreement at any time without notice or pay in lieu of notice for cause. Upon resignation or retirement, David Swetlow shall have no further entitlement from the Corporation.

Jimmy Jeon – Former Chief Financial Officer

The Corporation and Marelli Support Services Inc. and Victor Hugo originally entered into a consulting agreement dated June 7, 2020 for the provision of Chief Financial Officer services to the Corporation. Jimmy Jeon was appointed Chief Financial Officer of the Corporation on October 3, 2023. Jimmy Jeon provided services to the Corporation pursuant to the terms of the consulting agreement with Marelli Support Services Inc. for fees $2,000 per month. The agreement contains confidentiality, intellectual property and non-solicitation provisions. The agreement has an indefinite term and may be terminated by either party on 30 days' notice. Upon termination, the Chief Financial Officer shall have no further entitlement from the Corporation. The agreement was effectively terminated as of the date of Jimmy Jeon's resignation on December 3, 2025.

Other than as set out above, there were no employment, consulting or management agreements in place with any of the directors or other officers of the Corporation during the financial year ended December 31, 2025.

Oversight and Description of Director and Named Executive Officer Compensation

The following is a description of the current practices of the Corporation's regarding the director and Named Executive Officer compensation. The Compensation Committee is responsible with providing the Board with recommendations regarding the director and Named Executive Officer compensation.

Compensation of Directors

The Board monitors compensation of the executive officers of the Corporation. The Board is responsible for the development and supervision of the Corporation's approach to compensation for directors, officers and senior management as well as bonuses and any increases in compensation to employees or staff that would have a material impact on the Corporation's expenses.

The Board determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. The directors of the Corporation currently receive fees for their respective roles as directors of the Corporation and may, from time to time, be awarded stock options under the provisions of the stock option plan of the Corporation. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

Determination of Compensation of Named Executive Officers

The Compensation Committee has a written mandate which establishes the responsibilities of the Committee with respect to compensation. The Compensation Committee assists the Board in carrying out its responsibilities by reviewing compensation and human resources issues in support of the achievement of the Corporation's business strategy and making recommendations to the Board as appropriate. In particular, the Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive Officer's performance against those goals and objectives and making recommendations to the Board with respect to the Chief Executive Officer's compensation. The Compensation Committee also approves and reports to the Board on the compensation for the Corporation's other senior officers.

The Corporation's executive compensation program is comprised of the following components: base salary and discretionary annual incentive and long-term incentives. Together, these components support the Corporation's long-term growth strategy and the following objectives:

to align executive compensation with Shareholders' interests;
to attract and retain highly qualified management; and
to focus performance by linking incentive compensation to the achievement of business objectives and financial results.

The compensation program is designed to pay for performance. Employees, including senior executives, are rewarded for the achievement of annual operating and financial goals, progress in executing the Corporation's long-term growth strategy and delivering strong total Shareholder return performance.

The Corporation reviews industry compensation information and compares its level of overall compensation with those of comparable sized companies in its industry and at a similar phase of development. Generally, the committee targets base salaries at levels approximating those holding similar positions in comparably sized companies in the industry and hopes to achieve comparable total compensation levels through the fixed and variable components.

The Corporation's total compensation takes into account individual and corporate performance. Compensation practices, including the mix of base salary and short-term incentives and long-term incentives, are regularly assessed to ensure they are competitive, take account of the external market trends, and support the Corporation's long-term growth strategies.

Base salary is compensation for discharging job responsibilities and reflects the level of skills and capabilities demonstrated by the executive. Annual salary adjustments take into account the market value of the role and the executive's demonstration of capability during the year.

The Corporation's Stock Option Plan is designed to provide an incentive to achieve the longer-term objectives of the Corporation.

The Corporation's Compensation Committee monitors the risk level of the Corporation's executive compensation program by ensuring that the compensation framework, which consists of a base salary and long-term incentives in the form of stock options, is structured to align the interests of the Corporation's Named Executive Officers and other employees with the interests of the Corporation. The Compensation Committee and the Board of Directors is satisfied that there were not any identified risks arising from the Corporation's compensation plans or policies that would have had any material adverse effect on the Corporation.

The Corporation also has an Employee Trading and Insider Trading and Reporting Policy in place which restricts all directors, officers and employees of the Corporation who may have knowledge of undisclosed material facts or material changes with respect to the Corporation from short selling, or trading in puts or calls of securities of the Corporation.

Compensation and Measurements of Performance

It is the intention of the Board to approve targeted amounts of annual incentives for each Named Executive Officer at the beginning of each financial year. The targeted amounts will be determined by the Board based on a number of factors, including comparable compensation of similar companies.

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, will trigger the award of a bonus payment to the Named Executive Officers. The Named Executive Officers will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board's assessment of overall performance. The determination as to whether a target has been met is ultimately made by the Board and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Long Term Compensation

The Corporation currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the Stock Option Plan. For further details on the Plan please refer to "Particulars of Matters to be Acted Upon - Stock Option Plan".

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Corporation.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the information pertaining to the Option Plan (last approved by shareholders on) as at December 31, 2025.

Plan Category	# of securities to be issued upon exercise of outstanding options and rights	Weighted-average exercise price of outstanding options and rights	# of securities available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	14,092,000	$0.18	2,829,712

Equity compensation plans not approved by security holders	Nil	Nil	Nil

CORPORATE GOVERNANCE OF THE CORPORATION

General

The Board of Directors (the "Board") believes that good corporate governance improves corporate performance and benefits all Shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

Composition of the Board of Directors

The Board is currently comprised of four (4) directors. Other than Hugh MacNaught, all are independent for the purposes of NI 58-101.

Directorships

Currently certain of the directors are also directors of other reporting issuers as follows:

Director	Other Reporting Issuer
Dr. George Adams	StimCell Energetics Inc.

Orientation and Continuing Education of Board Members

New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by the Corporation. Board meetings are sometimes telephonic meetings or held at the Corporation's facilities and are combined with tours and presentations by the Corporation's management and employees to give the directors additional insight into the Corporation's business. In addition, management of the Corporation makes itself available for discussion with all Board members.

Measures to Encourage Ethical Business Conduct

The Board has adopted a written code of business conduct and ethics, as well as policies relating to trading in securities and non-public information of companies and whistleblower policies. The Board encourages and promotes a culture of ethical business conduct through various measures. The Board discourages transactions involving related parties. To the extent that such transactions arise, full disclosure is required in accordance with the provisions of the CBCA, the corporate statute governing the Corporation. Conflicts, if any, will be subject to the procedures and remedies under the CBCA. The Board has delegated to executive management the appropriate financial and operational authority to execute the approved annual budget and operating plan and subsequent amendments thereof.

Nomination of Board of Directors

The Board is responsible for fixing the size of the Board and, subject to the approval of the Shareholders, determining its membership. The Board has established a compensation committee (the

"Compensation Committee") which is currently comprised of Fiona Fitzgerald and Randy AuCoin, both of whom are independent. In addition, the Corporation has established a nominating and corporate governance committee (the "Nominating Committee") which is currently comprised of Dr. George Adams and Hugh MacNaught, neither of whom are independent directors.

The Nominating Committee's mandate as set out in the Corporation's Corporate Governance and Nominating Committee Charter, includes, among other things, recommending to the Board appropriate criteria for the selection of new directors, periodically reviewing the criteria adopted by the Board, and, if deemed desirable, recommending to the Board changes to such criteria. The Nominating Committee's mandate also includes identifying and recommending qualified candidates to the Board, although all Board members are encouraged to recommend new candidates.

Director Term Limits and Other Mechanism of Board Renewal

The Corporation has not adopted term restrictions for directors or other mechanism of Board renewal that would limit the time an individual could serve on the Board. Imposing a term limit would require the Corporation to remove an individual that has acquired an extensive knowledge and understanding of the operations of the Corporation. Accordingly, the Corporation believes that removing an individual solely on length of service would not benefit the shareholders of the Corporation. Each member of the Board is put forth, for election or re-election, to shareholders annually.

Diversity and Inclusion of the Board and Senior Management

As a federal distributing corporation, incorporated under the Canada Business Corporations Act, the Corporation is required to disclose information annually to its shareholders and to Corporations Canada on the diversity of its Board and senior management on the representation of women, Indigenous peoples (First Nations, Inuit and Metis), persons with disabilities, members of visible minorities or otherwise self-represent as being within designated groups (as that term is defined in the Employment Equity Act (Canada) (the "Designated Groups"). The information below is provided as of April 10, 2026.

In assessing potential directors and members of the executive or senior management, the Corporation focuses on the skills, expertise, experience and independence which the Corporation requires to be effective. While the Corporation respects the value of diversity, and recognizes that diversity supports balanced debate and discussion which, in turn, enhances decision-making, due to the small size of the Board and the management team, and the stage of development of the Corporation's business, the Board believes that the qualifications and experience of proposed new directors and members of senior management should remain the primary consideration in the selection process and that setting of targets would not be efficient.

Due to the size and stage of development of the Corporation and its operations, the Corporation has not, as of the date of this Information Circular, adopted a written policy specifically relating to the identification and nomination of Designated Groups on the Board nor does the Board formally consider the level of representation of members of Designated Groups when making executive officer appointments. As of the date of this Information Circular, for each of the four Designated Groups, the Corporation has not adopted a target number or percentage, or a range of target numbers or percentages, for the members of the Groups to hold position on the Board or to be members of senior management by a specific date, as it believes that imposing targets based on specific selection criteria would limit the Corporation's ability to ensure that the overall composition of the Board and senior management meets the needs of the Corporation and its shareholders. However, informally, in identifying and selecting director or executive officer nominees, the Corporation values diversity, including, without limitation, diversity of experience, perspective, education, race, gender and national and ethnic origin, religion, sexual orientation, political belief and disability, as among the many factors taken into consideration during the search process. The

Corporation also considers, among other things, the qualifications, personal qualities, business background and relevant experience of individual candidates as well as the overall composition of the Board or executive officers with a view to identifying and selecting the best and most complementary candidates. The Nominating Committee and the Board intend to consider whether the Corporation should adopt specific policies and practices regarding the representation of members of Designated Groups on the Board and in executive office positions, including the setting of targets for such representation. As at the date hereof, one (1) of the members of the Board, representing 25% of the Board, self-identifies as a member of Designated Groups.

Determination of Compensation of Directors and Officers

Board Committees

The Board has established an audit committee ("Audit Committee") and developed a mandate for the Audit Committee which the Board reviews annually. The mandate of the Audit Committee is described below.

Assessment of Directors, the Board and Board Committees

The Board monitors, on a periodic basis, the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

AUDIT COMMITTEE

Audit Committee

In accordance with National Instrument 52-110 Audit Committees ("NI 52-110"), the Audit Committee reviews the annual and interim financial statements of the Corporation and makes recommendations with respect to such statements. The Audit Committee also reviews the nature and scope of the annual audit as proposed by the auditors and management, and the adequacy of the internal accounting control procedures and systems within the Corporation. The Audit Committee is responsible to ensure that management has implemented an effective system of internal control and has oversight responsibility for management reporting on internal control. The Audit Committee Charter is attached hereto as Schedule "B".

Composition of the Audit Committee

The Audit Committee of the Corporation is currently comprised of Fiona Fitzgerald and Randy AuCoin, all independent and financially literate directors under NI 52-110. Relevant education and experience are provided above.

Pre-Approval Policies and Procedures

The Audit Committee is responsible for pre-approving the nature and fees of non-audit services provided by the external auditors.

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for professional services rendered by the Corporation’s auditors for the years ended December 31, 2024 and 2025:

	2024	2025
Audit Fees^{(1)}	$97,500	95,000
Audit-Related Fees^{(2)}	$nil	$nil
Tax Fees^{(3)}	$10,000	$10,425
Total	107,500	$105,425

Notes:
(1) Audit fees for professional services rendered by MNP LLP for the audit of the Corporation's annual consolidated financial statements.
(2) Fees for the review of quarters, valuation of warrants and other derivative instruments.
(3) Fees for tax return preparation, tax compliance, tax advice and tax planning.

Exemption

As a TSXV-listed issuer, the Corporation is exempt from the requirements of Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of NI 52-110, which relate to the composition of an audit committee and the reporting of the required disclosure, respectively.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former executive officer, director or employee of the Corporation or of any of its subsidiaries is, or at any time since the beginning of the most recently completed financial year has been indebted: (i) to the Corporation or any of its subsidiaries; or (ii) to another entity, where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular, the management of the Corporation is not aware of any material interest, direct or indirect, of any informed person or proposed director of the Corporation or any associate or affiliate of any such persons in any transaction since the commencement of the financial year ended December 31, 2025 or in any proposed transaction, which has materially affected or would materially affect the Corporation or any of its subsidiaries.

For the purposes of this Information Circular, an "informed person" means (i) a director or officer of the Corporation, (ii) a director or officer of a person or company that is itself an informed person, or (iii) any person or company who beneficially owns, directly or indirectly, and/or exercises control or direction over voting securities of the Corporation carrying more than 10% of the voting rights attaching to all outstanding voting securities of the Corporation.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation’s audited financial statements and accompanying managements’ discussion and analysis (MD&A) for the year ended December 31, 2025. The audited financial statements and MD&A have been mailed to registered shareholders and are available on the SEDAR+ website at www.sedarplus.ca.

Under National Instrument 51-102 - Continuous Disclosure Obligations, any person or company who wishes to receive interim financial statements from the Corporation may deliver a written request for such material to the Corporation, together with a signed statement that the person or company is the owner of securities of the Corporation. Shareholders of the Corporation who may wish to receive interim financial statements are encouraged to contact Computershare 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 to request copies of the Corporation's financial statements and MD&A. The Corporation will maintain a supplemental mailing list of persons or companies wishing to receive interim financial statements.

Additional information relating to the Corporation is available on the SEDAR+ website at www.sedarplus.ca.

APPROVAL AND CERTIFICATION

The contents of this Information Circular and the sending thereof to the Shareholders, directors, and auditors of the Corporation have been approved by the Board of Directors of the Corporation.

Dated at the city of Toronto, Ontario the 10th day of April, 2026.

ON BEHALF OF THE BOARD

“Hugh MacNaught”
Hugh MacNaught
Director, President and
Chief Executive Officer

SCHEDULE "A"

VENTRIPOINT DIAGNOSTICS LTD.

STOCK OPTION PLAN

AMENDED NOVEMBER 8, 2022

Purpose

The purpose of the Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) "Board of Directors" means the Board of Directors of the Corporation;

(b) "Common Shares" means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;

(c) "Corporation" means Ventripoint Diagnostics Ltd. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;

(d) "Discounted Market Price" means the last per share closing price for the Common Shares on the Exchange before the date of grant of an Option, less any applicable discount under Exchange Policies;

(e) "Exchange" means the TSX Venture Exchange or any other stock exchange on which the Common Shares are listed;

(f) "Exchange Policies" means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;

(g) "Insider" has the meaning ascribed thereto in Exchange Policies;

(h) "Option" means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board of Directors;

(i) "Option Period" means the period determined by the Board of Directors during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;

(j) "Optionee" means a person who is a director, officer, employee, consultant or other personnel of the Corporation or a subsidiary of the Corporation; a corporation wholly-owned by such persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan; and

(k) "Plan" shall mean the Corporation's incentive stock option plan as embodied herein and as

from time to time amended.

Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policy, including without limitation "Consultant", "Employee", "Director", "Insider", "Investor Relations Activities", "Management Company Employee", "Tier 1 Issuer" and "Tier 2 Issuer".

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

3. Administration

The Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to shareholder approval if required by the Exchange. Notwithstanding the foregoing or any other provision contained herein, the Board of Directors shall have the right to delegate the administration and operation of the Plan to a special committee of directors appointed from time to time by the Board of Directors, in which case all references herein to the Board of Directors shall be deemed to refer to such committee.

4. Eligibility

The Board of Directors may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to the Plan and grant an Option to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board of Directors is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board of Directors. A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board of Directors shall so determine. Subject to Exchange Policies, the Corporation shall represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee (as such terms are defined in Exchange Policies) in respect of Options granted to such Optionees.

5. Participation

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to the Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or full-time employee of or a consultant to the Corporation or any of its subsidiaries.

No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

6. Common Shares Subject to Options

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under the Plan at any time plus the number of Common Shares reserved for issuance under outstanding incentive stock options, employee stock purchase plan or any other compensation or incentive mechanism otherwise granted by the Corporation shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis at any time, and such aggregate number of Common Shares shall automatically increase or decrease as the number of issued and outstanding Common Shares changes. The Options granted under the Plan together with all of the Corporation's other previously established stock option plans or grants, shall not result at any time in:

(a) the number of Common Shares reserved for issuance pursuant to Options granted to Insiders exceeding 10% of the issued and outstanding Common Shares;

(b) the grant to Insiders within a 12 month period, of a number of Options exceeding 10% of the outstanding Common Shares;

(c) the grant to all Optionees performing investor relations services, whether Consultants or Employees, of a number of Options in any 12 month period exceeding 2% of the issued and outstanding Common Shares; or

(d) the number of Common Shares reserved for issuance pursuant to Options granted to Optionees resident in the United States exceeding 1,900,000, or such other number of Common Shares as shall be fixed and determined by the Board of Directors from time to time.

Unless disinterested shareholder approval is obtained, the aggregate number of Common Shares reserved for issuance to any one (1) Optionee under Options granted in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares determined at the date of grant. The aggregate number of Common Shares reserved for issuance to an Optionee who is a Consultant shall not exceed 2% in any 12 month period of the issued and outstanding Common Shares determined at the date of grant.

Appropriate adjustments shall be made as set forth in Section 14 hereof, in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of the Plan.

7. Option Agreement

(a) A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Plan (herein referred to as the "Stock Option Agreement"). The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from

time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

(b) The Board of Directors may require any Optionee to agree in the Stock Option Agreement that the Optionee, if so requested by the Corporation or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Corporation under the United States Securities Act of 1933, as amended (the "1933 Act"), Optionee shall not sell or otherwise transfer any Common Share(s) or other securities of the Corporation for a period of up to 180 days (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Corporation) following the effective date of a registration statement of the Corporation filed under the 1933 Act.

8. Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the "Expiry Date"), subject to earlier termination as provided in Sections 10 and 11 thereof.

Subject to Exchange Policies and any limitations imposed by any relevant regulatory authority, the exercise price of an Option granted under the Plan shall be as determined by the Board of Directors when such Option is granted and shall be an amount at least equal to the Discounted Market Price of the Common Shares.

9. Exercise of Options

An Optionee shall be entitled to exercise an Option granted to it at any time prior to the expiry of the Option Period, subject to Sections 10 and 11 thereof and to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted. Subject to Exchange Policies, the Board of Directors may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised.

Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares pursuant thereto shall comply with all relevant provisions of applicable securities law, including, without limitation, the 1933 Act, the United States Securities and Exchange Act of 1934, as amended, applicable U.S. state laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or consolidated stock price reporting system on which prices for the Common Shares are quoted at any given time. As a condition to the exercise of an Option, the Corporation may require the person exercising such Option to represent and warrant at the time of any such exercise that the Common Shares are being purchased only for investment and without any present intention to sell or distribute such Common Shares if, in the opinion of counsel for the Corporation, such a representation is required by law.

The certificates representing any Common Share(s) issued to a "U.S. person" (as defined in Rule 902 of Regulation S under the 1933 Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. person, and any partnership or corporation organized or incorporated under the laws of the United

States) shall, until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM THE APPLICABLE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE CORPORATION AND THE APPLICABLE TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE 1933 ACT."

10. Ceasing to be a Director, Officer, Employee or Consultant

Unless otherwise determined by the Board of Directors, and subject to the rules and policies of the Exchange, if an Optionee ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than death, the Optionee may, but only within a reasonable period not to exceed 12 months, to be set out in the applicable Stock Option Agreement at the time of the grant, following the Optionee's ceasing to be a director, officer, employee or consultant (or 30 days in the case of an Optionee engaged in Investor Relations Activities) or prior to the expiry of the Option Period, whichever is earlier, exercise any Option held by the Optionee, but only to the extent that the Optionee was entitled to exercise the Option at the date of such cessation. For greater certainty, any Optionee who is deemed to be an employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an employee for the purposes of the Plan.

11. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only:

(a) by the person or persons to whom the Optionee's rights under the Option shall pass by

the Optionee's will or the laws of descent and distribution, or by the Optionee's legal personal representative; and

(b) to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee's death.

12. Optionee's Rights Not Transferable

No right or interest of any Optionee in or under the Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of the Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

13. Takeover or Change of Control

The Corporation shall have the power, in the event of:

(a) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or
(b) any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

14. Anti-Dilution of the Option

In the event of:

(a) any subdivision, re-division or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, re-division or change if the exercise of the Option had been made prior to the date of such subdivision, re-division or change;
(b) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;
(c) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time

during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, re-division, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

15. United States Matters

(a) Each option granted under the Plan to an option holder who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a "U.S. Optionee") will be designated in the Stock Option Agreement as either a non-qualified stock option or an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the "Code"), provided that the stock option complies with the following provisions. If not designated in the Stock Option Agreement, the Option shall be an incentive stock option. No provisions of the Plan, as it may be applied to a U.S. Optionee who has been granted an incentive stock option within the meaning of Section 422 of the Code, shall be construed so as to be inconsistent with any provision of Section 422 of the Code. Notwithstanding anything in the Plan contained to the contrary, the following provisions shall apply to each U.S. Optionee who will be granted an incentive stock option within the meaning of Section 422 of the Code:

i. options shall only be granted to U.S. Optionees who are, at the time of grant, officers, key employees or directors (provided, for purposes of this Section 11 only, such directors are then also officers or key employees of the Corporation or a subsidiary). Any director of the Corporation who is a U.S. Optionee shall be eligible to vote upon the granting of such option;

ii. the aggregate fair market value (determined as of the time the option is granted) of the Common Share(s) exercisable for the first time by a U.S. Optionee during any calendar year under the Plan and all other stock option plans, within the meaning of Section 422 of the Code, of the Corporation or any subsidiary shall not exceed US$100,000;

iii. the purchase price for Common Share(s) under each Option granted to a U.S. Optionee pursuant to the Plan shall be not less than the fair market value of such Common Share(s) at the time the option is granted, as determined in good faith by the directors at such time;

iv. if any U.S. Optionee to whom an option is to be granted under the Plan at the time of the grant of such option is the owner of shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Corporation, then the following special provisions shall be applicable to the option granted to such individual:

(1) the purchase price per Common Share subject to such option shall not be less than one hundred and ten percent (110%) of the fair market value of one Common Share at the time of grant; and

(2) for the purposes of this Section 11 only the option exercise period shall not exceed five (5) years from the date of grant;

v. no option may be granted hereunder to a U.S. Optionee following the expiry of five (5) years after the date on which the Plan is adopted by the Board or the date the Plan is approved by the shareholders of the Corporation, whichever is earlier;

vi. no option granted to a U.S. Optionee under the Plan shall become exercisable unless and until the Plan shall have been approved by the shareholders of the Corporation; and

vii. no incentive stock options may be granted under the Plan after ten (10) years after the adoption of this Plan by the Board of Directors of the Corporation.

(b) At the discretion of the Board of Directors, Optionees may satisfy withholding obligations as provided in this paragraph. When an Optionee incurs tax liability in connection with an Option, which tax liability is subject to tax withholding under applicable tax laws (including, without limitation, income and payroll withholding taxes), and Optionee is obligated to pay the Corporation an amount required to be withheld under applicable tax laws, Optionee may satisfy the tax withholding obligation by one or some combination of the following methods: (a) by cash payment, (b) out of Optionee's current compensation, (c) if permitted by the Board of Directors, in its discretion, by surrendering to the Corporation, Common Share(s) that (i) have been owned by Optionee for more than six (6) months on the date of surrender or such other period as may be required to avoid a charge to the Corporation's earnings, and (ii) have a Market Value on the date of surrender equal to (or less than, if other consideration is paid to the Corporation to satisfy the withholding obligation) Optionee's marginal tax rate times the ordinary income recognized, plus an amount equal to the Optionee's share of any applicable payroll withholding taxes, or (d) if permitted by the Board of Directors, in its discretion, by electing to have the Corporation withhold from the Common Share(s) to be issued upon exercise of the Option, if any, that number of Common Share(s) having a Market Value equal to the amount required to be withheld. For this purpose, the Market Value of the Common Share(s) to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). In making its determination as to the type of consideration to accept, the Board of Directors shall consider if acceptance of such consideration may be reasonably expected to benefit the Corporation or result in the recognition of compensation expense (or additional compensation expense) for financial reporting purposes.

16. Costs

The Corporation shall pay all costs of administering the Plan.

17. Termination and Amendment

(a) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such regulatory authority.

(b) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 17(a) hereof, subject to the approval of the Exchange or any relevant regulatory authority and the approval of the shareholders of the Corporation if required by the Exchange or such regulatory authority. Subject to Exchange Policies, disinterested shareholder approval will be obtained for any reduction in the exercise price or extension to the term of an Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment. No such amendment or termination will, without the consent

of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

(c) The Plan and any amendments thereto, shall be subject to acceptance and approval by the Exchange. Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

18. Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

19. Prior Plans

On the effective date (as set out in Section 20 hereof), subject to Exchange approval and, if required, shareholder approval:

(a) the Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and
(b) all outstanding options shall be deemed to be granted pursuant to the Plan.

20. Effective Date

This plan shall become effective as of and from, and the effective date of the plan shall be November 8, 2022, upon receipt of all necessary shareholder and regulatory approvals.

SCHEDULE “B”

VENTRIPOINT DIAGNOSTICS LTD. (the “Company”)

Audit Committee Charter

November 1, 2007

OVERALL ROLE AND RESPONSIBILITY

(a) The Audit Committee shall:

(i) assist the Board of Directors in its oversight role with respect to:
(ii) the quality and integrity of financial information;
(iii) the independent auditor’s performance, qualifications and independence;
(iv) the performance of the Company’s internal audit function, if applicable; and
(v) the Company’s compliance with legal and regulatory requirements and

(b) prepare such reports of the Audit Committee required to be included in the Proxy Circular in accordance with applicable laws or the rules of applicable securities regulatory authorities.

MEMBERSHIP AND MEETINGS

The Audit Committee shall consist of three or more Directors appointed by the Board of Directors, none of whom shall be officers or employees of the Company or any of the Company’s affiliates. Each of the members of the Audit Committee shall satisfy the applicable independence and experience requirements of the laws governing the Company, and applicable securities regulatory authorities.

The Board of Directors shall designate one member of the Audit Committee as the Committee Chair. Each member of the Audit Committee shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment. The Board of Directors shall determine whether and how many members of the Audit Committee qualify as a financial expert as defined by applicable law.

STRUCTURE AND OPERATIONS

The affirmative vote of a majority of the members of the Audit Committee participating in any meeting of the Audit Committee is necessary for the adoption of any resolution.

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Committee shall report to the Board of Directors on its activities after each of its meetings at which time minutes of the prior Committee meeting shall be tabled for the Board.

The Audit Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

The Audit Committee is expected to establish and maintain free and open communication with management and the independent auditor and shall periodically meet separately with each of them.

SPECIFIC DUTIES

Oversight of the Independent Auditor

Make recommendations to the board for the appointment and replacement of the independent auditor.
Responsibility for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Audit Committee.

Authority to pre-approve all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the independent auditor.
Evaluate the qualifications, performance and independence of the independent auditor, including reviewing and evaluating the lead partner on the independent auditor’s engagement with the Company, and (ii) considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence.
Obtain from the independent auditor and review the independent auditor’s report regarding the management internal control report of the Company to be included in the Company’s annual proxy circular, as required by applicable law.
Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law (currently at least every 5 years).

Financial Reporting

Review and discuss with management and the independent auditor:
prior to the annual audit the scope, planning and staffing of the annual audit,
the annual audited financial statements,
the Company’s annual and quarterly disclosures made in management’s discussion and analysis,
approve any reports for inclusion in the Company’s Annual Report, as required by applicable legislation,
the Company’s quarterly financial statements, including the results of the independent auditor’s review of the quarterly financial statements and any matters required to be communicated by the independent auditor under applicable review standards,
significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements,
any significant changes in the Company’s selection or application of accounting principles,
any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies, and
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.

AUDIT COMMITTEE'S ROLE

The Audit Committee has the oversight role set out in this Charter. Management, the Board of Directors, the independent auditor and the internal auditor all play important roles in respect of compliance and the preparation and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports: Management is responsible for ensuring the Company's financial statements and disclosures are complete, accurate, in accordance with generally accepted accounting principles and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfills its responsibilities The independent auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Company in accordance with Canadian generally accepted accounting principles.

FUNDING FOR THE INDEPENDENT AUDITOR AND RETENTION OF OTHER INDEPENDENT ADVISORS

The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of issuing an audit report and to any advisors retained by the Audit Committee. The Audit Committee shall also have the authority to retain such other independent advisors as it may from time to time deem necessary or advisable for its purposes and the payment of compensation therefor shall also be funded by the Company.

Approval of Audit and Remitted Non-Audit Services Provided by External Auditors

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by the External Auditor to the Corporation or its subsidiaries must (receive prior approval from the Audit Committee, in accordance with this Protocol. The Chief Financial Officer of the Corporation shall act as the primary contact to receive and assess any proposed engagements from the External Auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit Committee (or such other member of the Audit Committee who may be delegated authority to approve audit and permitted non-audit services), for approval of the proposal on behalf of the Audit Committee. The Audit Committee Chair will then inform the Audit Committee of any approvals granted at the next scheduled meeting.

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Ventripoint Diagnostics Ltd. — Proxy Solicitation & Information Statement 2026

45675_rns_2026-04-21_ca1fbc23-7151-4e0b-be87-22732f45cf5d.pdf

Ventripoint Diagnostics Ltd.

VENTRIPOINT DIAGNOSTICS LTD.

Notice-and-Access

NOTICE-AND-ACCESS

SOLICITATION OF PROXIES

REGISTERED SHAREHOLDERS VOTING BY PROXY

APPOINTMENT OF PROXY

REVOCATION OF PROXIES

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES ON VOTING COMMON SHARES

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Receipt of Financial Statements

B. Election of Directors

Biographical Information

Dr. George Adams

Hugh MacNaught

Fiona Fitzgerald

Randy AuCoin

Cease Trade Orders

Individual Bankruptcies

Penalties and Sanctions

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Stock Option Granting Process

Stock Options and other Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Hugh MacNaught – Director, President and Chief Executive Officer

David Swetlow – Chief Financial Officer

Jimmy Jeon – Former Chief Financial Officer

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Named Executive Officers

Determination of Compensation of Named Executive Officers

Compensation and Measurements of Performance

Long Term Compensation

Pension Disclosure

EQUITY COMPENSATION PLAN INFORMATION

CORPORATE GOVERNANCE OF THE CORPORATION

General

Composition of the Board of Directors

Directorships

Orientation and Continuing Education of Board Members

Measures to Encourage Ethical Business Conduct

Nomination of Board of Directors

Director Term Limits and Other Mechanism of Board Renewal

Diversity and Inclusion of the Board and Senior Management

Determination of Compensation of Directors and Officers

Board Committees

Assessment of Directors, the Board and Board Committees

AUDIT COMMITTEE

Audit Committee

Composition of the Audit Committee

ADDITIONAL INFORMATION

APPROVAL AND CERTIFICATION

ON BEHALF OF THE BOARD

3. Administration

4. Eligibility

5. Participation

6. Common Shares Subject to Options

7. Option Agreement

8. Option Period and Exercise Price

9. Exercise of Options

10. Ceasing to be a Director, Officer, Employee or Consultant

11. Death of Optionee

12. Optionee's Rights Not Transferable

13. Takeover or Change of Control

14. Anti-Dilution of the Option

15. United States Matters

16. Costs

17. Termination and Amendment

18. Applicable Law

19. Prior Plans

20. Effective Date

OVERALL ROLE AND RESPONSIBILITY

MEMBERSHIP AND MEETINGS

Ventripoint Diagnostics Ltd. Proxy Solicitation & Information Statement 2026