Combined Circular with Schedules (SVA 2026 Combined Circular w Schedules)

1. to receive the audited consolidated financial statements of the Corporation for its fiscal year ended October 31, 2025 (the "2025 Financial Statements"), together with the auditor's report thereon;

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

3. to appoint Ernst & Young LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditor's remuneration to be paid to the auditor;

4. to consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of units in the capital of the Corporation in exchange for the settlement of $12,508,057 of debt;

5. to consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of units in the capital of the Corporation in exchange for the settlement of $192,574 of debt held by insiders of the Corporation;

6. to consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of 26,666,667 units in the capital of the Corporation to an insider of the Corporation; and

7. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

   No other matters are contemplated for consideration at the Meeting, however any permitted amendment to or variation of any matter identified in this Notice of Annual Meeting of Shareholders (the "Notice") may properly be considered at the Meeting.

   Particulars of the foregoing matters are set forth in the Circular. The Corporation has elected to use the notice-and-access provisions under National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (collectively, the "Notice-and-Access Provisions") adopted by the Canadian Securities Administrators for the Meeting to reduce its mailing costs and volume of paper with respect to the materials distributed for the purpose of the Meeting. The Notice-and-Access Provisions are a set of rules that permit the Corporation to post the Meeting materials, 2025 Financial Statements and accompanying management's discussion and analysis ("MD&A"), online rather than making a traditional physical delivery of such materials. Under Notice-and-Access Provisions, instead of receiving a paper copy of the Circular, Shareholders will receive a Notice-and-Access Notification and a form of proxy. In the case of beneficial (non-registered) shareholders, they will receive the Notice-and-Access Notification and a coting information form ("VIF"). The form of proxy / VIF enables Shareholders to vote. The Corporation will not use procedures known as "stratification" in relation to the use of the Notice-and-Access Provisions.

   Shareholders are directed to read the Circular carefully and in full in evaluating the matters for consideration at the Meeting. The Circular, 2025 Financial Statements, MD&A and other relevant materials are available on the Corporation's website at www.sernova.com, for a minimum of one year, and under the Corporation's directory on SEDAR+ at www.sedarplus.ca. Any shareholder who wishes to receive a paper copy of such documents free of charge should contact the Corporation's registrar and transfer agent, TSX Trust Company by email at tsxt-fulfilment@tmx.com, or by phone at 1-888-433-6443 (toll free). In order to be certain of receiving such materials in time to submit their vote by 1:00 p.m. (Eastern Time) on April 6, 2026 (the "Proxy Deadline") to vote before the Meeting, the request should be received by the TSX Trust Company by March 27, 2026. A Shareholder may also use the toll-free number noted above to obtain additional information about Notice-and-Access Provisions or to obtain a paper copy of the Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

   The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof (the "Record Date"), is February 17, 2026. Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

   Voting Method	Registered Shareholders (if your securities are held in your name and represented by a physical certificate or DRS statement) AND Non-Objecting Beneficial Owners ("NOBOs" as defined in the Circular)	Objecting Beneficial Owners ("OBOs" as defined in the Circular)
   	Go to www.meeting-vote.com. Enter the control number printed on your form of proxy (or Voting Instruction Form ("VIF")) and follow the instructions on screen. or Complete, date and sign the proxy (or VIF), then scan and email your completed proxy (or VIF) to proxyvote@tmx.com.	Go to https://www.proxyvote.com. Enter the 16-digit control number printed on your VIF and follow the instructions on screen.
   Mail	Enter voting instructions, sign and date the form of proxy (or VIF) and return your completed form of proxy (or VIF) in the enclosed postage paid envelope to: TSX Trust Company P.O. Box 721 Agincourt, Ontario M1S 0A1	Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope.

   While registered shareholders are entitled to attend the Meeting, we strongly recommend that all Shareholders vote by proxy, so that their votes are received for the Meeting. Accordingly, we ask that registered shareholders complete, date and sign the enclosed form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. To be effective, the Proxy must be duly completed and signed and then deposited with the Corporation's registrar and transfer

   agent, TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, or voted via telephone, or via the internet (online) as specified in the Proxy, no later than 1:00 p.m. (Eastern Time), on April 6, 2026.

   If you hold your Common Shares in a brokerage account, you are a non-registered shareholder ("Beneficial Shareholder"). Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of proxy or VIF provided to them by their intermediary, in order to cast their vote, or in order to notify the Corporation if they plan to attend the Meeting. DATED at Mississauga, Ontario this 24th day of February, 2026. BY ORDER OF THE BOARD OF DIRECTORS

   "Jonathan Rigby"

   Jonathan Rigby

   Chief Executive Officer

   MANAGEMENT INFORMATION CIRCULAR TABLE OF CONTENTS

   MANAGEMENT INFORMATION CIRCULAR 3

   GENERAL PROXY INFORMATION 3

   Solicitation of Proxies 3

   Notice-and-Access 3

   Appointment of Proxyholders 5

   Voting by Proxyholder 5

   Registered Shareholders 5

   Voting for Beneficial Shareholders (NOBOs and OBOs) 6

   Notice to Shareholders in the United States 7

   Revocation of Proxies 7

   VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES 8

   VOTES NECESSARY TO PASS RESOLUTIONS 8

   BUSINESS OF THE MEETING 8

   AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT 9

   ELECTION OF DIRECTORS 9

   Advance Notice By-Law 9

   Nominations for Election as Director 10

   Cease Trade Orders and Bankruptcies 13

   Penalties and Sanctions 13

   Individual Bankruptcies 13

   APPOINTMENT AND REMUNERATION OF THE AUDITORS 13

   EVOTEC DEBT SETTLEMENT 14

   ISSUANCE OF UNITS-FOR-DEBT TO RELATED PARTIES 16

   PROPOSED INSIDER PRIVATE PLACEMENT 18

   OTHER MATTERS COMING BEFORE THE MEETING 20

   STATEMENT OF EXECUTIVE COMPENSATION 20

   Compensation Discussion and Analysis 21

   Summary Compensation Table 24

   Incentive Plan Awards 25

   Incentive Plan Awards - Value Vested or Earned During the Year 26

   Pension Plan Benefits 26

   Termination of Employment, Change of Control Benefits and Employment Contracts 26

   SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 27

   Option Plan 27

   DSU Plan 29

   Equity Compensation Plan Information 31

   Performance Graph 32

   DIRECTOR COMPENSATION 33

   Incentive Plan Awards - Directors 34

   Incentive Plan Awards - Value Vested or Earned During the Year - Directors 35

   INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 35

   INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 35

   INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON 35

   CORPORATE GOVERNANCE DISCLOSURE 36

   General 36

   Board of Directors 36

   Meeting Attendance 37

   Directorships 38

   Orientation and Continuing Education. 38

   Ethical Business Conduct 38

   Nomination of Directors 38

   Board Committees 39

   AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR 39

   Audit Committee Charter 39

   Composition 39

   Responsibilities of the Audit Committee 40

   Relevant Education and Experience 41

   Audit Committee Oversight 41

   Reliance on Certain Exemptions 41

   Pre-Approval Policies and Procedures 41

   External Auditor Service Fees 41

   Compensation Committee 42

   Scientific and Technology Committee 42

   Nomination and Governance Committee and Disclosure Relating to Diversity 42

   Assessments 43

   SHAREHOLDER PROPOSALS 43

   ADDITIONAL INFORMATION 44

   OTHER MATTERS 44

   BOARD APPROVAL 44

   
   
   PO Box 29592 RPO Central Parkway, Mississauga, Ontario L5A 4H2 MANAGEMENT INFORMATION CIRCULAR

   Except where indicated otherwise, the following information is dated as at February 17, 2026 and all dollar amounts are in Canadian dollars.

   GENERAL PROXY INFORMATION Solicitation of Proxies

   The information contained in this Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Sernova Biotherapeutics Inc. (formerly, Sernova Corp.) (the "Corporation") for use at the annual general meeting (the "Meeting") of the holders (the "Shareholders") of our common shares ("Common Shares"), to be held on April 8, 2026 at 1:00 pm (Toronto time) at the law offices of McMillan, LLP at Brookfield Place, 181 Bay St. Suite 4400, Toronto, ON M5J 2V8 and at all adjournments or postponements thereof, for the purposes set forth in the Notice of Annual Meeting of Shareholders (the "Notice").

   The solicitation of proxies is being made by or on behalf of the management of the Corporation. It is expected that the solicitation of proxies will be primarily by mail, subject to the use of the Notice-and-Access Provisions (as defined below), but may be supplemented by telephone, facsimile or personal solicitation by our directors, officers, or other regular employees. The costs of solicitation will be borne by the Corporation. No additional compensation will be paid to directors, officers, or other regular employees for such services. None of the directors of the Corporation have informed management in writing that he or she intends to oppose any action intended to be taken by management at the Meeting. Notice-and-Access

   The Corporation has decided to use the notice-and-access model ("Notice-and-Access Provisions"), provided for under National Instrument 51-102 - Continuous Disclosure Obligations, ("NI 51-102") and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the delivery of the Meeting materials to its Shareholders. Under the Notice-and-Access Provisions, instead of receiving printed copies of the Circular, Shareholders will receive the Notice-and-Access Notification containing instructions on how to access such materials electronically. Together with the Notice-and-Access Notification, Shareholders will also receive a proxy (the "Proxy") (in the case of registered Shareholders) or a voting instruction form (the "VIF") (in the case of non-registered Shareholders) (collectively, the "Meeting Materials"), enabling them to submit their voting instructions ahead of the Meeting. The Corporation has not adopted a stratification procedure whereunder printed copies of the Meeting Materials are delivered to certain shareholders and not to others.

   Notice-and-Access Provisions concerning the delivery of proxy-related materials are found, in the case of registered Shareholders, in Section 9.1.1 of NI 51-102, and, in the case of non-registered or beneficial Shareholders, in Section 2.7.1 of NI 54-101. The Notice-and-Access Provisions allow an issuer to make the information circular forming part of proxy-related materials available to shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met. In keeping with Notice-and-Access Provisions, reporting issuers, other than investment funds, must deliver proxy-related materials to registered holders and beneficial owners of securities of such issuer by posting the proxy-related materials on the System for Electronic Document Analysis and Retrieval ("SEDAR+"), and on a non-SEDAR+ website (usually the reporting issuer's website and sometimes the registrar and transfer agent's website) rather than by sending such materials by mail. The Notice-and-Access Provisions can be used to deliver materials for both general and special shareholder meetings. Pursuant to Notice-and-Access Provisions, registered and beneficial Shareholders are entitled to request delivery of a paper copy of the Circular at the issuer's expense. Reporting issuers may still choose to continue to deliver such materials by mail.

   The use of Notice-and-Access Provisions reduces paper waste and mailing costs to the Corporation. To utilize Notice-and-Access Provisions the Corporation must send a notice ("Notice-and-Access Notification") to all Shareholders including Registered and Beneficial Shareholders, at least thirty (30) days before the Meeting date, which Notice-and-Access Notification must indicate that the proxy-related materials have been posted on the internet, explain how a Shareholder can access the Meeting proxy materials via the internet, and explain how a Shareholder may obtain a paper copy of the Circular. The Meeting materials have been posted under the Corporation's SEDAR+ directory at www.sedarplus.ca and on the Corporation's website at www.sernova.com/investor/agm.

   In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least forty (40) days prior to the meeting in order to ensure there is sufficient time for the Meeting materials to be posted on the applicable website and other materials to be delivered to shareholders. The requirements of the Notice-and-Access Notification, which oblige the Corporation to provide basic information about the Meeting and the matters to be voted on, to explain how a Shareholder can obtain a paper copy of the Circular and any related financial statements and management's discussion and analysis, and to explain the Notice-and-Access Provisions process, have been built into the Notice-and-Access Notification.

   Individualized copies of the Proxy (or VIF) and a separate Financial Statements Request Form will be mailed together with the Notice-and-Access Notification (together the "Meeting Materials") to all Shareholders entitled to receive notice of the Meeting. The Meeting Materials will also be furnished to banks, securities dealers, and clearing agencies ("Intermediaries") holding in their names our Common Shares, beneficially owned by others to forward to such beneficial owners.

   The Corporation will pay intermediaries to deliver Meeting Materials to NOBOs (as defined below under Beneficial Shareholders) and the Corporation will pay for delivery of Meeting Materials to OBOs (as defined below under Beneficial Shareholders).

   Any Shareholder may request a paper copy of the Meeting Materials, including, in particular, the Circular, be mailed to them at no cost by contacting TSX Trust by email at tsxt-fulfilment@tmx.com, or by phone at 1-888-433-6443 (toll free). A Shareholder may also use the toll-free number noted above to obtain additional information about Notice-and-Access Provisions or to obtain a paper copy of the Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

   To allow adequate time for a Shareholder to receive and review a paper copy of the Circular and then to submit their vote prior to 1:00 p.m. (Eastern Time) on Monday, April 6, 2026, a Shareholder requesting

   a paper copy of the Circular as described above, should ensure such request is received by the Corporation no later than March 27, 2026.

   Appointment of Proxyholders

   The individuals named in the accompanying Proxy (or VIF) are officers and/or directors of the Corporation. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy (or VIF), who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy (or VIF) or by completing and delivering another suitable form of proxy (or VIF).

   Voting by Proxyholder

   The persons named in the Proxy (or VIF) will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

   1. each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

   2. any amendment to or variation of any matter identified therein; and

   3. any other matter that properly comes before the Meeting.

Registration of Registered Shareholder for Voting at Meeting

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting.

If you are a registered Shareholder and you want to appoint someone else (other than the Management nominees) to vote at the Meeting, you must (1) first submit your proxy indicating who you are appointing; and (2) you or your appointee must then register with TSX Trust in advance of the Meeting by calling (866) 751-6315 or via online request form at https://www.tsxtrust.com/control-number-request. You may wish to vote by proxy whether or not you attend the Meeting. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to TSX Trust via fax to 416-607-7964 (within the 416 area code); by mail, TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1; through email at proxyvote@tmx.com; through internet voting at www.meeting-vote.com; or telephone at 1-888-489-5760. In all cases, to be represented at the Meeting, proxies submitted must be received no later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or adjournment thereof (unless the Chair of the Meeting determines, in the Chair's sole discretion, that proxies may be received by delivery to the Meeting scrutineer at the Meeting).

These materials are sent to both registered and non-registered (beneficial) owners of the securities of the Corporation. If you are a non-registered owner, and the Corporation or its agent sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the names of intermediaries, which include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans.

In Canada, the majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States of America (the "U.S." or the "United States"), the majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Corporation (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: Objecting Beneficial Owners ("OBOs") who object to their name being made known to the issuers of securities which they own; and Non-Objecting Beneficial Owners ("NOBOs") who do not object to the issuers of the securities they own knowing who they are.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge") in Canada and in the United States. Broadridge mails a VIF in lieu of a proxy provided by the Corporation. The VIF will name the same persons as the Corporation's Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Corporation), different from the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right insert the name of your desired representative (which may be you) in the blank space provided in the VIF. Once you have completed and signed your VIF return it to Broadridge by mail or facsimile, or deliver your voting instructions to Broadridge by phone or via the internet, in accordance with Broadridge's instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge's instructions, well

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of Canada and securities laws of the Provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the Provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the Provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is currently incorporated under the Business Corporations Act (British Columbia) (the "BCBCA"), certain of its directors and its executive officers are residents of Canada and a substantial portion or all of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by:

1. executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered Shareholder or the registered Shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to TSX Trust (see "Registered Shareholders" above), or at the address of the registered office of the Corporation at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

2. personally attending the Meeting as described under "Registered Shareholders - Registration of Registered Shareholder for Voting" at Meeting above, and voting the registered shareholder's Common Shares.

If you are a beneficial shareholder and wish to revoke a previously submitted VIF, contact your securities dealer, broker, bank, trust company or other nominee or intermediary for instructions.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

The board of directors (the "Board") of the Corporation has fixed February 17, 2026 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Corporation is authorized to issue an unlimited number of Common Shares and Preferred Shares of the Corporation without par value. The Common Shares of the Corporation are listed for trading on the Toronto Stock Exchange (the "TSX"). As of February 17, 2026, there were 342,080,895 Common Shares without par value issued and outstanding, each carrying the right to one vote and no Preferred Shares issued and outstanding. There is no class of security holders with the right to elect a specified number of directors, or which has cumulative or similar voting rights.

To the knowledge of the directors and executive officers of the Corporation, no person or Corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares of the Corporation.

A simple majority of affirmative votes cast at the Meeting is required to pass the ordinary resolutions described herein, except where a resolution must be passed by disinterested shareholder vote. Resolutions which must be passed by a disinterested shareholder vote are identified in this Circular accordingly. If there are more nominees for election as directors or appointment of the Corporation's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. Where only one nominee is up for election for each board seat and less than 50% of the votes cast by shareholders are "for" a particular director nominee, such nominee will not be elected as a director. However, if an incumbent director is not elected by a majority of "for" votes at the meeting, they will be permitted to continue in office until the earlier of

(a) the 90thday after the day of the election; and (b) the day on which their successor is appointed or elected.

At the Meeting, Shareholders will be asked:

1. to receive the audited consolidated financial statements of the Corporation for its fiscal year ended October 31, 2025 (the "2025 Financial Statements"), together with the auditor's report thereon;

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

3. to appoint Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix the auditor's remuneration to be paid to the auditors;

4. to consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of units in the capital of the Corporation in exchange for the settlement of $12,508,057 of debt;

5. to consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of units in the capital of the Corporation in exchange for the settlement of $192,574 of debt held by insiders of the Corporation;

6. to consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of 26,666,667 units in the capital of the Corporation to an insider of the Corporation; and

7. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The annual audited consolidated financial statements of the Corporation for the year ended October 31, 2025 together with the auditor's report thereon which may be obtained from SEDAR+ at https://www.sedarplus.ca, will be presented at the Meeting.

The term of office of each of the six current directors will end at the conclusion of the Meeting. The directors have determined that there will be six persons elected to the Board at the Meeting. Unless a director's office is vacated earlier in accordance with the provisions of the BCBCA, each director elected will hold office until the conclusion of the next annual meeting of the Corporation, or if no director is then elected, until a successor is elected.

On February 26, 2014, the Board approved and adopted By-Law No. 3 of the Corporation, which Board approval and adoption was confirmed by ordinary resolution of the shareholders passed at the annual meeting of the shareholders of the Corporation held April 28, 2014. By-Law No. 3 relates to the nomination of directors of the Corporation (the "Advance Notice By-Law"), for the purpose of providing shareholders, directors and management of the Corporation with a clear framework for nominating directors of the Corporation in connection with any annual or special meeting of the Corporation's shareholders.

The purpose of the Advance Notice By-Law is to: (i) ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) facilitate an orderly and efficient process for annual or, where the need arises, special meetings of shareholders of the Corporation. The Advance Notice By-Law fixes the deadlines by which shareholders of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in a written notice to the Corporation for any director nominee to be eligible for election at such annual or special meeting of shareholders.

A copy of the Advance Notice By-Law can be found under the Corporation's profile at https://www.sedarplus.ca, filed on April 3, 2014, and on the Corporation's website. The Advance Notice By-Law is subject to annual review by the Board, and, as necessary, is updated to conform with statutory corporate and securities acts and regulations.

At the Meeting, any nominations for the position of director that are not proposed in this Circular or that are not provided pursuant to the Advance Notice By-Law, will not be accepted or considered at the

Meeting. Pursuant to the Advance Notice By-Law, the requirements of the Advance Notice By-Law may be waived at the sole discretion of the Board at any time.

The following table sets out the names of management's six nominees for election as directors, all major offices and positions with the Corporation and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment (for the five preceding years for each new director nominee), the period of time during which each has been a director of the Corporation and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at February 17, 2026.

Notes:

1. Member of the Audit Committee

2. Member of the Compensation Committee.

3. Member of the Nomination and Governance Committee

4. Member of the Science and Technology Committee

5. The information as to principal occupation and shares beneficially owned or over which control or direction is exercised is not within the knowledge of the Corporation, and therefore has been furnished by each director or director nominee individually.

No person proposed for election as director of the Corporation is to be elected under any arrangement or understanding between the person proposed for election as director and any other person or company, except the current directors and executive officers of the Corporation acting solely in such capacity.

No person proposed for election as director of the Corporation is, as of the date of this Circular, or has been, within the ten years prior to the date hereof, a director or chief executive officer or chief financial officer of any company (including the Corporation) that: (i) was subject to an order that was issued while the proposed director was acting as a director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. Except as disclosed herein, no person proposed for election as director of the Corporation is, at the date of this Circular, or has been within ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that 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.

No person proposed for election as director of the Corporation 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.

No person proposed for election as director of the Corporation has, within the ten years before the date of this 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.

At the Meeting the Shareholders will be asked to appoint Ernst & Young LLP, Chartered Professional Accountants ("EY"), to the position of auditor of the Corporation for the ensuing year.

EY of EY Tower, 100 Adelaide Street West, PO Box 1, Toronto, Ontario M5H 0B3, Canada, will be nominated at the Meeting for appointment as auditor of the Corporation for the Corporation's ensuing fiscal year, at remuneration to be fixed by the Board. EY became the auditor of the Corporation on July 17, 2025.

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote for the appointment of EY as the auditor of the Corporation, to hold office until the next annual meeting of the shareholders, and to authorize the directors to fix the auditor's remuneration.

To be approved, the resolution must be passed by a simple majority of the votes cast by the holders of Common Shares at the Meeting. Management recommends a vote "for" in respect of the resolution approving appointment of the auditor and authorizing the directors to fix the auditor's remuneration.

Background

The Company has an agreement with Evotec SE ("Evotec") for the development and commercialization of an iPSC-based beta cell replacement therapy with the goal to provide an unlimited insulin-producing cell source to treat patients with insulin-dependent diabetes. The Company has committed to make future development milestone and royalty payments to Evotec contingent on the occurrence of certain events, including the Company's exercise of the option, as set forth in the collaboration agreement (the "Evotec Agreement"). The Evotec Agreement provides the Company with an exclusive worldwide license option to Evotec's advanced iPSC derived islet-like clusters and associated technologies.

The Company was indebted to Evotec International GMBH ("Evotec GMBH"), an affiliate of Evotec, for a total amount of $12,508,057.25 for past services rendered by Evotec GMBH (the "Debt"). On September 30, 2025, the Company and Evotec GMBH entered into a Debt Settlement Agreement whereby Evotec GMBH assigned the Debt to Evotec and the Company agreed to settle the Debt through the issuance of units (the "Evotec Units") at a deemed price of $0.19 per Evotec Unit (the "Evotec Unit Price"), for a total issuance of 65,831,880 Evotec Units (the "Evotec Debt Settlement"). The Evotec Unit Price represents approximately a 3.5% premium to the 5-day volume weighted average trading price ending on the date of the Debt Settlement Agreement. Each Evotec Unit consists of one preferred share in the capital of the Company (a "Preferred Share") and two half-warrants. Each Preferred Share is non-voting and convertible into one Common Share without the payment of any further consideration at the discretion of Evotec. The half-warrants comprising each Evotec Unit consists as follows: (i) a half-warrant, whereby each whole warrant is exercisable to acquire an additional Preferred Share at an exercise price of $0.25 per Preferred Share for a term ending on the date that is 24 months after issuance (the "$0.25 Expiry Date") (with each whole warrant, a "$0.25 Warrant"), and (ii) a half-warrant, whereby each whole warrant is exercisable to acquire an additional Preferred Share at an exercise price of $0.30 per Preferred Share for a term ending on the date that is 36 months after issuance (the "$0.30 Expiry Date") (each whole warrant, a "$0.30 Warrant"). The $0.25 Warrants are subject to acceleration whereby if the five-day volume weighted average price ("VWAP") of the Common Shares traded on the TSX is equal to or exceeds $0.40, the $0.25 Expiry Date shall accelerate to the date which is 30 calendar days following the date notice is given or a news release is issued by the Company announcing the reduced $0.25 Warrant term. The $0.30 Warrants are subject to acceleration whereby if the five-day VWAP of the Common Shares traded on the TSX is equal to or exceeds $0.50, the $0.30 Expiry Date shall accelerate to the date which is 30 calendar days following the date notice is given or a news release is issued by the Company announcing the reduced $0.30 Warrant term.

The conversion of Preferred Shares into Common Shares will be restricted such that upon issuance of any Common Shares issuable upon a planned conversion, together with any other Common Shares and securities convertible or exercisable into Common Shares, calculated on an "as if converted" and "as if exercised" basis, that are beneficially owned or controlled or directed by Evotec, no conversion will result in Evotec owning, or having control or direction over 20% or more of the issued and outstanding Common Shares (the "Blocking Restriction").

The Board unanimously approved proceeding with the Evotec Debt Settlement. As of February 17, 2026, the 131,663,760 Common Shares issuable pursuant to the Evotec Debt Settlement including (i) 65,831,880 Common Shares underlying the Preferred Shares to be issued as part of the Evotec Units; (ii) 32,915,940 common shares underlying the $0.25 Warrants; and (iii) 32,915,940 common shares underlying the $0.30 Warrants represent approximately 38.5% of the total issued and outstanding Common Shares of the Company. Pursuant to the policies of the TSX Company Manual (the "Manual"), the Company is required to seek Shareholder approval for the Evotec Debt Settlement as the aggregate number of shares issuable

pursuant to the Evotec Debt Settlement is in excess of 25% of the Company's outstanding Common Shares as per Section 607 of the Manual. The Evotec Debt Settlement will not materially affect control of the Company as a result of the Blocking Restriction, but Evotec may become an insider of the Company depending on the timing and amount of any conversion of the Preferred Shares.

Evotec Debt Settlement Resolution

At the Meeting, or any adjournment thereof, the Shareholders will be asked to consider, and if thought fit, pass with or without variation a resolution approving the issuance of 65,831,880 Evotec Units to Evotec in settlement of $12,508,057.25 in debt at a deemed price of $0.19 per Evotec Unit (the "Evotec Debt Settlement Resolution"), as follows:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. Subject to the approval of the TSX, the Company be and is hereby authorized to issue an aggregate of 65,831,880 Evotec Units, consisting of 65,831,880 Preferred Shares, 32,915,940 $0.25 Warrants, and 32,915,940 $0.30 Warrants in lieu of an aggregate of $12,508,057.25 of cash consideration in settlement of $12,508,057.25 of debt at a rate of $0.19 per Evotec Unit;

2. The Company be and is hereby authorized to issue up to 131,663,760 Preferred Shares;

3. The Company be and is hereby authorized to reserve for issuance 65,831,880 Common Shares upon the conversion of Preferred Shares underlying the Evotec Debt Units, and to issue such Common Shares when converted, subject to the Blocking Restriction;

4. The Company be and is hereby authorized to reserve for issuance 32,915,940 Common Shares upon the exercise of the $0.25 Warrants underlying the Evotec Debt Units, and to issue such Common Shares when duly and validly exercised and the underlying Preferred Shares are converted;

5. The Company be and is hereby authorized to reserve for issuance 32,915,940 Common Shares upon the exercise of the $0.30 Warrants underlying the Evotec Debt Units, and to issue such Common Shares when duly and validly exercised and the underlying Preferred Shares are converted; and

6. Any one director or officer of the Company is hereby authorized to execute (whether under the corporate seal of the Company or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable in connection with these resolutions, the execution of any such document or the doing of any such other act or thing by an director or officer of the Company being conclusive evidence of such determination."

The Board has reviewed the terms of the Evotec Debt Settlement, including the Evotec Debt Settlement Resolution, and concluded that the Evotec Debt Settlement is in the best interests of the Company. The Board recommends that the Shareholders vote in favour of the Evotec Debt Settlement Resolution.

Background

Recognizing the need to conserve capital and improve the Company's balance sheet, in addition to the Evotec Debt Settlement described above, the Company proposes to settle a total of $192,574.26 of debt (the "Related Party Debt") owed to three insiders of the Company due to deferral of base salary payments, as follows:

The Company has entered into debt settlement agreements with the above noted insiders (the "Related Parties") under which the Company proposes to settle the Related Party Debt through the issuance of units (the "RP Units") at a deemed price of $0.19 per RP Unit, for a total issuance of 514,622 RP Units (the "Related Party Debt Settlement"). Each RP Unit consists of one Common Share, one-half of a $0.25 Warrant, and one-half of a $0.30 Warrant. The $0.25 Warrants and $0.30 Warrants carry the same terms as the $0.25 Warrants and $0.30 Warrants underlying the Evotec Units, as described above under "Evotec Debt Settlement". The Company is obligated to withhold applicable income taxes and deductions and remit to applicable authorities a total of $94,796.08 from the Related Party Debt upon payment or settlement so that the net amounts due to the Related Parties totals $97,778.18 which shall be settled as the Related Party Debt Settlement.

The Board unanimously approved proceeding with the Related Party Debt Settlement (with Jonathan Rigby

(i) having declared and fully disclosed the nature and extent of his interests, (ii) having refrained from attending or participating in that part of the meeting in which the proposed transaction was discussed and

(iii) having not voted thereon).

Under the policies of the TSX, the Related Party Debt Settlement constitutes a "security-based compensation arrangement" pursuant to Section 613 of the Manual and requires shareholder approval. The RP Units to be issued in the Related Party Debt Settlement represent payment in lieu of cash. The Related Party Debt Settlement, is being proposed by the Company to conserve capital and improve the Company's balance sheet. As of February 17, 2026, the 1,029,244 Common Shares underlying the 514,622 RP Units to be issued in the Related Party Debt Settlement represent approximately 0.3% of the total issued and outstanding Common Shares of the Company on an undiluted basis. The price of the RP Units represents approximately a 36.2% premium to the 5-day volume weighted average trading price ending on February 17, 2026. Each of the insiders will hold less than 1% of the outstanding common shares of the Company

Related Party Rules

As the Company is a reporting issuer in Ontario, the Company is subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which requires the approval of a majority of the disinterested shareholders of the Company to vote on the applicable resolution

at a meeting of the shareholders. MI 61-101 is a multilateral instrument of the Canadian Securities Administrators intended to regulate certain transactions to ensure the protection and fair treatment of minority security holders. The protections afforded by MI 61-101 apply to "related party transactions" (as such term is defined in MI 61-101). The Related Party Debt Settlement is a "related party transaction" under MI 61-101 as the Company is proposing issuing securities to insiders of the Company qualifying as a "related party" (as such term is defined in MI 61-101). Each of the Related Parties and their affiliates is a "related party" to the Company.

Accordingly, the Related Parties and their respective associates and affiliates will not be entitled to vote on the resolution to approve the Related Party Debt Settlement (the "Related Party Debt Settlement Resolution"). The full text of the Related Party Debt Settlement Resolution is set forth below under the heading "Related Party Debt Settlement Resolution".

In accordance with the minority approval requirements of MI 61-101, to the knowledge of the Company, a total of 384,728 Common Shares are required to be excluded in determining whether minority approval for the Related Party Debt Settlement Resolution is obtained. All 384,728 excluded Common Shares are held by James Parsons. Jonathan Rigby and David Burke do not own any Common Shares.

While the Related Party Debt Settlement constitutes a "related party transaction" under MI 61-101, it is not subject to the requirement to obtain a formal valuation. The Company is exempt from such requirements in MI 61-101 since the fair market value of the Related Party Debt Settlement would not exceed 25% of the Company's market capitalization at the time the Related Party Debt Settlement was negotiated between the Company and the Related Parties. There were no prior valuations in respect of the Company that relate to or are otherwise relevant to the Related Party Debt Settlement.

Additionally, as the Company is listed on the TSX, disinterested Shareholder approval is required by the TSX pursuant to Section 613(a) of the TSX Company Manual which specifically deems a shares-for-debt transaction to insiders to be a "Security Based Compensation Arrangement" which requires disinterested Shareholder approval.

Related Party Debt Settlement Resolution

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. Subject to the approval of the TSX, the Company be and is hereby authorized to issue an aggregate of 514,622 RP Units, consisting of 514,622 Common Shares, 257,311 $0.25 Warrants, and 257,311 $0.30 Warrants in lieu of an aggregate of $97,778.18 of cash consideration in settlement of $97,778.18 of debt at a rate of $0.19 per Unit;

2. The Company be and is hereby authorized to issue 514,622 Common Shares underlying the RP Units;

3. The Company be and is hereby authorized to reserve for issuance 257,311 Common Shares upon the exercise of the $0.25 Warrants underlying the RP Units, and to issue such Common Shares when duly and validly exercised;

4. The Company be and is hereby authorized to reserve for issuance 257,311 Common Shares upon the exercise of the $0.30 Warrants underlying the RP Units, and to issue such Common Shares when duly and validly exercised; and

5. Any one director or officer of the Company is hereby authorized to execute (whether under the corporate seal of the Company or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable in

connection with these resolutions, the execution of any such document or the doing of any such other act or thing by an director or officer of the Company being conclusive evidence of such determination."

The Board has reviewed the terms of the Related Party Debt Settlement, including the Related Party Debt Settlement Resolution, and concluded that the Related Party Debt Settlement is in the best interests of the Company. The Board recommends that the Shareholders vote in favour of the Related Party Debt Settlement Resolution.

Background

On April 16, 2025, the Company closed on a secured term loan in the amount of $4,000,000 (the "Loan") from Navigate Private Yield Fund LP III, a fund managed by Fraser Mackenzie Private Credit Inc. (the "Lender"). The Loan matures on April 16, 2026 (the "Maturity Date"). The Loan had minimum fixed interest of $400,000 for the first six months and bears interest at 15.25% per annum thereafter. The Loan principal is due on the Maturity Date, and interest is due and payable monthly. The Company is entitled to pre-pay principal in increments of no less than $250,000 at any time prior to the Maturity Date.

The Loan is secured against the assets of the Company and the Company's U.S. subsidiary as well as against the assets of Dr. Steven Sangha (the "Director Guarantor"). The Director Guarantor is a current director of the Company. The Company has entered into an indemnification agreement with the Director Guarantor in the event of a realization against his assets and granted him a security interest in Sernova's assets (on the same terms as the security interest granted to the Lender), which is subordinated to the Lender's security. For additional information on the Loan and the involvement of the Director Guarantor, please see the Company's news release dated April 17, 2025, and the Company's material change report dated April 25, 2025, both of which were filed under the Company's profile on https://www.sedarplus.ca.

The Company will need to raise capital in order to repay the Loan on the Maturity Date. In order to raise funds, the Company has agreed to immediately complete a private placement offering whereby the Company will issue units of the Company ("IPP Units") to the Director Guarantor (the "Insider Private Placement Offering"). The Insider Private Placement Offering will consist of 26,666,667 IPP Units at a price of $0.15 per IPP Unit for proceeds of $4,000,000. Each Unit will comprise one Common Share and one Common Share purchase warrant (a "Warrant"). Each Warrant will be exercisable to acquire an additional Common Share (a "Warrant Share") at an exercise price of $0.20 per Warrant Share for a term ending 36 months after issuance. The Warrants will be subject to acceleration of the exercise period on 30 days notice to warrant holders in the event that the 5-day volume weighted average price of our Common Shares on the TSX exceeds $0.50 per Common Share. The price of the IPP Units represents approximately a 7.6% premium to the 5-day volume weighted average trading price ending on February 17, 2026. The full proceeds of the Insider Private Placement Offering will be used to repay the Loan. Upon completion of the Insider Private Placement Offering, the Director Guarantor will own 39,703,667 common shares of the Company which will represent approximately 10.8% of the then outstanding Common Shares not taking into account any of the other transactions detailed in this information circular. On a partially diluted basis, taking into account the exercise and conversion of all other securities held by the Director Guarantor, the Director Guarantor will hold 110,960,336 Common Shares which would represent 25.2% of the then

outstanding Common Shares. As a result, the Insider Private Placement Offering may materially affect control of the Company as set out in Section 604(a)(i) of the Manual.

Disinterested Shareholder/Minority Shareholder Approval for Insider Private Placement Offering

Pursuant to Section 607(g)(ii) of the Manual, the TSX requires the approval of Disinterested Shareholders (as defined below) in connection with a private placement of securities, if during any six month period, insiders are issued listed securities or options, rights or other entitlements to listed securities greater than 10% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the first private placement to an insider during such six month period. As of the date of this Circular, the Company has 342,080,895 Common Shares issued and outstanding. Pursuant to the Insider Private Placement Offering, the Director Guarantor will be granted 26,666,667 Common Shares and 26,666,667 Warrants, together, assuming exercise of the Warrants, will represent 15.6% of the issued and outstanding Common Shares. Accordingly, given the number of Common Shares issued underlying the IPP Units and that may be issued on exercise of the Warrants the Insider Private Placement requires the approval of Disinterested Shareholders.

Pursuant to Section 604(a)(ii) of the Manual, the TSX requires the approval of Disinterested Shareholders (as defined below) in connection with transactions that potentially provide consideration to insiders in the aggregate of 10% or greater of the market capitalization of the listed issuer during a six- month period. As of the date hereof, the market capitalization of the Company is $49,601,730. The aggregate value of the Units, including the value of the Warrant Shares, is in excess of 10% of the market capitalization of the Company. Accordingly, the Insider Private Placement requires the approval of Disinterested Shareholders.

Pursuant to Section 604(a)(i) of the Manual, TSX also requires the approval of Disinterested Shareholders with respect to transactions that may materially affect control of a listed issuer. Generally, a transaction that results, or could result, in a new holding of more than 20% of the voting securities by one security holder or combination of security holders acting together will be considered to materially affect control.

The Company has received conditional approval of the TSX to issue the IPP Units and list the Common Shares underlying the IPP Units on the TSX, subject to the fulfilment of customary conditions and the requirement that, at the Meeting, Shareholders other than the Director Guarantor (defined in this section as "Disinterested Shareholders") pass an ordinary resolution approving the Insider Private Placement Offering (the "Insider Private Placement Offering Resolution"). As a result, 13,037,000 Common Shares representing approximately 3.8% of the Common Shares outstanding, will be excluded from the vote with respect to the Insider Private Placement Offering Resolution.

The Insider Private Placement Offering is also considered a ''related party transaction'' under MI 61-101. The Insider Private Placement Offering is exempt from the formal valuation requirements and the minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 by virtue of the fact that the Insider Private Placement Offering does not exceed 25% of the market capitalization of the Company.

Board Recommendation

The Board (with the Director Guarantor abstaining) unanimously approved proceeding with the Insider Private Placement Offering. The Company believes that the Shareholders will benefit from the Insider Private Placement Offering for the following reasons:

1. The Company currently does not have sufficient funds to repay the Loan on the Maturity Date. The Insider Private Placement Offering will allow the Company to raise the funds to repay the Loan.

2. The Company will not be required to obtain new debt financing at a higher rate.

Insider Private Placement Offering Resolution

At the Meeting, or any adjournment thereof, the Disinterested Shareholders will be asked to consider, and if thought fit, pass with or without variation a resolution approving the Insider Private Placement Offering Resolution as follows:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Insider Private Placement Offering be and is hereby approved;

2. Subject to the approval of the TSX, the Company be and is hereby authorized to issue an aggregate of 26,666,667 IPP Units, consisting of 26,666,667 Common Shares, and 26,666,667 Warrants to the Director Guarantor pursuant to the Insider Private Placement Offering;

3. The 26,666,667 Common Shares underlying the Units shall be duly and validly issued;

4. The Company be and is hereby authorized to reserve for issuance 26,666,667 Common Shares upon the exercise of the Warrants underlying the IPP Units, and to issue such Common Shares when duly and validly exercised;

5. These approvals are given for all purposes under the TSX Company Manual, including Sections 604(a)(i), 604(a)(ii) and 607(g)(ii); and

6. Any one director or officer of the Company is hereby authorized to execute (whether under the corporate seal of the Company or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable in connection with these resolutions, the execution of any such document or the doing of any such other act or thing by an director or officer of the Company being conclusive evidence of such determination."

The Board (with the Director Guarantor abstaining) has reviewed the terms of the Insider Private Placement Offering, including the Insider Private Placement Offering Resolution, and concluded that the Insider Private Placement Offering is in the best interests of the Company. The Board (with the Director Guarantor abstaining) recommends that the Disinterested Shareholders vote in favour of the Insider Private Placement Offering Resolution.

Management knows of no other matters to come before the Meeting other than as referred to in the Notice. Should any other matters properly come before the Meeting, the Common Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person voting such proxy.

All dollar figures reported as "$" herein are represented in Canadian Dollars and all figures reported in US dollars are reported as "US$".

To ensure alignment with shareholder interests and conserve cash resources, the Corporation relies, when possible and prudent, on stock options ("Options") and other share compensation arrangements, in addition to cash payments to remunerate its officers, employees, consultants, and other service providers. To this end, the Corporation maintains an equity incentive plan (the "Incentive Plan"), comprised of a stock option plan (the "Option Plan") component and a deferred share unit plan (the "DSU Plan") component, under which directors, officers, employees, and consultants may be granted Options to purchase Common Shares and/or deferred share units ("DSUs") awarding Common Shares. The Corporation does not maintain any pension or retirement plan.

Compensation Oversight

The Board has appointed a Compensation Committee. The Board's oversight of and responsibilities relating to Named-Executive Officers ("NEO" or "NEOs") and director compensation, including the review and approval of the Corporation's base compensation structure and equity-based compensation program, and evaluation of the performance of NEOs against annual goals and objectives, is based on recommendations of the Compensation Committee.

The current members of the Compensation Committee are David Paterson, Bernd Muehlenweg, and Tanya Lewis, all of whom are independent directors of the Corporation.

The Compensation Committee assumes responsibility for reviewing and monitoring the long-range compensation strategy for the NEOs of the Corporation and reviews NEO compensation on at least an annual basis taking into account compensation paid by other issuers of similar size and activity.

Objectives of the Compensation Program

The compensation program for the executive officers of the Corporation is designed to ensure the level and form of compensation achieves the following objectives:

• attract and retain qualified executives,

• motivate and recognize the performance and contributions of these executives, and

• align their interests with those of the Corporation's shareholders.

  The Corporation's compensation program is in place to ensure consistency with other biotechnology research and development companies at a similar stage of development.

  Compensation Positioning

  The Corporation targets total compensation positioned near the median of the comparator group, with salary, target bonus, and stock option awards. The Compensation Committee believes that this aligns executive compensation with the long-term interests of shareholders and with the Corporation's strategy.

  Compensation Risk Assessment

  In carrying out its mandate, the Compensation Committee and the Board from time to time review the risk implications of the Corporation's compensation policies and practices, including those applicable to the Corporation's executives. This review of the risk implications ensures that the compensation plans, in their design, structure and application, have a clear link between pay and performance and do not encourage excessive risk taking. Key considerations regarding risk management include the following:

• design of a compensation program to ensure all executives are compensated in an equitable way based on their respective functions, or, depending upon the mandate and term of appointment of a particular executive, substantially equivalent performance goals;

• a balance of short-term performance incentives with equity-based awards that vest over time;

• to ensure that the overall expense to the Corporation of the compensation program does not represent a disproportionate percentage of the Corporation's annual budget or financial resources, after giving consideration to the development stage of the Corporation; and

• to utilize compensation policies that do not rely solely on the accomplishment of specific tasks without consideration to longer-term risks and objectives.

For the reasons set forth below, the Board believes that the Corporation's current executive compensation policies and practices achieve an appropriate balance in relation to the Corporation's overall business strategy and do not encourage executives to expose the Corporation to inappropriate or excessive risks.

While an integral feature of the Corporation's current executive compensation practice is the grant of Options under the Incentive Plan, and while such compensation is "at risk" (that is: not guaranteed), the Corporation's long-term incentive plan is designed such that Options generally vest over a three to four-year period and therefore encourage sustainable Common Share price appreciation and reduce the risk of actions that may have short-term advantages. Additionally, the grant of Options is in accordance with the terms and provisions of the Corporation's Incentive Plan.

The base salaries for the Corporation's executives are set with the intention to provide a steady income regardless of the price performance of the Common Shares, allowing executives to focus on both near-term and long-term goals and objectives without undue reliance on short-term price performance or market fluctuations of the Common Shares.

The Compensation Committee and the Board have considered the implications of the risks associated with the Corporation's compensation practices and have not identified any risks from the Corporation's compensation policies or practices.

Hedging Policy

Pursuant to the Corporation's Insider Trading Policy, all Sernova representatives are prohibited, at any time, from: (i) entering into a sale of Sernova securities that they do not own or have a right to own (a speculative practice, called "selling short", which is done in the belief that the price of a stock is going to fall and the seller will then be able to cover the sale by buying the stock back at a lower price); (ii) equity monetization transactions that are the equivalent of "selling short"; and (iii) selling a "call option" or buying a "put option" in respect of any Sernova securities (as such persons could profit from Sernova's stock price falling).

Material Elements of Compensation

In compensating its executive officers and senior management, the Corporation has employed a combination of salary, short-term incentives (performance-based cash bonus), long-term incentives (Option grants) and benefits. Annually, the Board, based on recommendations from the Compensation Committee, approves any changes to NEO base salaries and the award of any short-term or long-term incentives.

Base Salary

In the view of the Compensation Committee, paying base salaries that are reasonable in relation to the level of service expected while remaining competitive in the life science markets in which the Corporation operates is necessary to attract and retain qualified and experienced executives. Historically, base salary for senior management has been positioned between the 25th and 50thpercentile level.

Performance-Based Cash Bonus

NEOs of the Corporation are eligible to receive an annual performance-based cash bonus. The Compensation Committee conducts an evaluation and provides the Board with periodic recommendations for consideration and approval. The Board and its Compensation Committee does not consider the applicable periods set for bonus purposes to be heavily weighted to the short-term and believes it has struck an appropriate balance between short-term performance incentives and longer-term awards that vest over time. Historically, the annual performance-based cash bonus opportunity for senior management has been positioned at the 50th percentile level.

Stock Options and Deferred Share Units

The Corporation believes that encouraging its executive officers and senior management to become shareholders is the best way of aligning their interests with those of its long-term shareholders. As a result, executive officers and senior management are provided with the opportunity to participate in the appreciation of the Corporation's share price. The Corporation has the Incentive Plan in place, which is currently comprised of a fixed number maximum Option Plan and a fixed number maximum DSU Plan. The Board administers the Incentive Plan, and approves the individual grants, the number of Options, date of grant and expiry date, and the corresponding exercise price of all grants made under the Incentive Plan. Options and DSUs granted to NEOs and directors of the Corporation take into account many factors, including the amount and term of Options and/or DSUs previously granted, base salary, performance and market comparability. Historically with base salaries for executive management targeted at the 25thto 50thpercentile level, long-term incentive awards have been positioned at the 50thto 75thpercentile level.

Compensation Consultant

It is the Corporation's practice to periodically retain an independent compensation consultant to review and provide advice to the Compensation Committee regarding the Corporation's executive compensation program. In general, the mandate is to: (i) review the Corporation's executive compensation program; (ii) conduct a benchmarking of cash compensation for executives and directors relative to similar companies in terms of industry, size and stage of development; (iii) analyze the Corporation's equity-based compensation practices; and (iv) identify and make recommendations to address any noticeable gaps in the Corporation's compensation practices.

During the fiscal year ended October 31, 2022, the Corporation engaged AON Radford ("AON"), as an independent compensation consultant. AON's review and recommendations were delivered to the Compensation Committee during 2023FYQ1.

Executive Compensation-Related Fees

There were no fees billed by the Corporation's compensation consultant in each of the last two financial years for services provided to the Corporation.

Comparator Group

As part of the independent compensation consultant's benchmarking and review process, a comparator group is developed taking into account direct competitors for talent, especially for industry specific roles. The AON comparator group was comprised of 21 publicly traded Canadian and U.S. biotechnology companies which ranged in size from approximately 23% to 283% of the market capitalization of the Corporation (including in determining market capitalization for the Corporation all securities convertible into Common Shares).

Comparative statistics (including percentile rankings) on base salaries, bonus plans and security-based incentive plans were provided in the review. Based on benchmark data from the comparator group reported from the independent compensation consultant and taking into account experience in the role, scope of the role, performance and retention risk, and the Corporation's compensation philosophy, the Compensation Committee develops recommendations for executive compensation adjustments for approval by the Board.

Outlined below is a summary of the compensation paid, payable, awarded or granted by the Corporation during each of the three most recently completed fiscal years to our CEO, CFO and three other NEOs.

Outlined below is a summary of the compensation paid, payable, awarded or granted by the Corporation during each of the three most recently completed fiscal years ended October 31, 2025, 2024 and 2023 to our CEO, CFO and three other NEOs:

Notes:

(1) Amounts for fiscal 2025 represent the weighted average grant date fair value of the awards of $0.12 using the Black-Scholes option pricing model with the following ranges of assumptions: risk-free interest rate 2.8% to 3.0%, dividend yield 0%, expected volatility 82.6% to 82.9%, and expected life of 5.9 years.

(2) Annual incentive plans includes bonuses payable determined by the Board of Directors based on assessment of annual corporate objectives for the calendar year ending December 31, 2025.

(3) Was a Board Director from May 28, 2024 to July 11, 2024; Executive Chair from July 11, 2024 to August 8, 2024 and President & CEO and Chair of the Board of Directors beginning August 9, 2024. Mr. Rigby's annual compensation as CEO is US$560,000. All other compensation includes director fees prior to his Executive Chair appointment.

(4) Was a Board Director from April 2012 to January 2025; became CFO on October 7, 2024 with an annual salary of

$393,250. All other compensation represents director fees.

(5) Ms. Rigby is employed as independent contractor with a service fee of US$25,833 per month.

(6) First day of employment with the Corporation was March 10, 2025. Mr. Calias is employed as an independent contractor with a service fee of US$25,833 per month.

(7) Last day of employment with the Corporation on May 29, 2025. All other compensation includes severance and vacation paid out.

(8) Mr. Rigby, Ms. Rigby, Mr. Calias and Mr. Obochi are paid in US dollars. Their compensation was converted to Canadian dollars using an average annual exchange rate of CDN $1.4009 = US$1.00 for 2025, CDN $1.3610 = US$1.00 for 2024 and CDN $1.3487 = US$1.00 for 2023.

The outstanding option-based awards for each NEO as at October 31, 2025 are presented in the table below:

Notes:

(1) Calculated based on the October 31, 2025 closing Common Share price on the TSX of $0.15.

The value vested or earned from incentive plan awards during the year for NEOs was as follows:

Note:

(1) Aggregate dollar value that would have been realized, by determining the difference between the closing market price of the Common Shares on the TSX and the exercise price of the underlying option on each date during the fiscal year when an option award vested.

The Corporation does not have any pension plans for its directors, officers or employees.

Mr. Rigby's employment agreement provides for continuation of his salary for 12 months for termination without cause or 18 months of salary for termination due to a change of control. If Mr. Rigby's employment is terminated without cause in connection with a change in control, any stock options granted will vest immediately prior to the date of such termination. Mr. Rigby is also eligible to receive a bonus corresponding to achievement of corporate objectives at the discretion of the Board. The estimated additional payment to Mr. Rigby in the case of termination without cause, excluding benefits, assuming that a termination took place on October 31, 2025 is $785,008 (US$560,000). In the case of termination without cause in connection with a change in control, the incremental severance as at October 31, 2025 is $392,504 (US$280,000). Mr. Rigby's employment agreement contains provisions relating to: (i) non-disclosure or use of the Corporation's confidential information; and (ii) non-solicitation of the Corporation's clients and employees.

Mr. Parsons' employment agreement provides for continuation of his salary for 12 months for termination without cause or 18 months of salary for termination due to a change of control. If Mr. Parsons' employment is terminated without cause in connection with a change in control, any stock options granted will vest immediately prior to the date of such termination. Mr. Parsons is also eligible to receive a bonus corresponding to achievement of corporate objectives at the discretion of the Board. The estimated additional payment to Mr. Parsons in the case of termination without cause, excluding benefits, assuming that a termination took place on October 31, 2025 is $393,250. In the case of termination without cause in connection with a change in control, the incremental severance as at October 31, 2025 is $196,625. Mr.