Hemostemix : Notice of Annual and Special Meeting of Shareholders

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF

HEMOSTEMIX INC.

to be held on Friday, June 9, 2023

and

MANAGEMENT INFORMATION CIRCULAR

Unless otherwise stated, the information herein is current as at April 20, 2023

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TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS……………….……………………..i

NOTES TO READER	- 6 -
INTRODUCTION	- 6 -
INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR	- 6 -
SOLICITATION OF PROXIES BY MANAGEMENT	- 7 -
APPOINTMENT AND REVOCATION OF PROXIES	- 8 -
NOTICE TO BENEFICIAL SHAREHOLDERS	- 8 -
NOTICE TO SHAREHOLDERS IN THE UNITED STATES	- 9 -
VOTING OF PROXIES	- 9 -
RECORD DATE	- 9 -
SIGNATURE OF PROXY	- 9 -
VOTING OF PROXIES	- 9 -
EXERCISE OF DISCRETION OF PROXY	- 10 -
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	- 10 -
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES	- 10 -
VOTES NECESSARY TO PASS RESOLUTIONS	- 10 -
DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION	- 11 -
DIRECTOR AND NEO COMPENSATION, EXCLUDING COMPENSATION SECURITIES	- 12 -
EXTERNAL MANAGEMENT COMPANIES	- 12 -
STOCK OPTIONS AND OTHER COMPENSATION SECURITIES	- 12 -
EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS	- 13 -
STOCK OPTION PLANS AND OTHER INCENTIVE PLANS	- 14 -
EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS	- 14 -
OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION	- 14 -
COMPENSATION	- 14 -
AUDIT COMMITTEE	- 17 -
AUDIT COMMITTEE CHARTER	- 17 -
COMPOSITION OF THE AUDIT COMMITTEE	- 17 -
RELEVANT EDUCATION AND EXPERIENCE	- 17 -
AUDIT COMMITTEE OVERSIGHT	- 17 -
RELIANCE ON CERTAIN EXEMPTIONS	- 18 -
PRE-APPROVAL POLICIES AND PROCEDURES	- 18 -
EXTERNAL AUDIT SERVICE FEES (BY CATEGORY)	- 18 -
EXEMPTION	- 18 -
CORPORATE GOVERNANCE	- 18 -
BOARD OF DIRECTORS	- 19 -
DIRECTORSHIPS	- 19 -
ORIENTATION AND CONTINUING EDUCATION	- 19 -
ETHICAL BUSINESS CONDUCT	- 19 -
NOMINATION OF DIRECTORS	- 19 -
OTHER BOARD COMMITTEES	- 20 -
ASSESSMENTS	- 20 -

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	- 20 -
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	- 21 -
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	- 21 -
PARTICULARS OF MATTERS TO BE ACTED UPON	- 21 -
ITEM 1 - FINANCIAL STATEMENTS	- 21 -
ITEM 2	- ELECTION OF DIRECTORS	- 22 -
ITEM 3	- NOMINEES FOR ELECTION	- 22-
ITEM 4	- APPOINTMENT OF AUDITOR	- 24 -
ITEM 5	- APPROVAL OF THE AMENDED OPTION PLAN	- 24 -
OTHER MATTERS TO BE ACTED UPON	- 27 -
ADDITIONAL INFORMATION	- 27 -

SCHEDULE "A" AUDIT COMMITTEE CHARTER ………………………..………………………………….. - 28 -

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HEMOSTEMIX INC.

Suite 1150, 707 - 7 Avenue SW

Calgary, Alberta T2P 3H6

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, JUNE 9, 2023

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") in the capital of Hemostemix Inc. (the "Corporation") will be held at Suite 1150, 707 - 7 Avenue SW, Calgary, Alberta, Canada via teleconference on Friday, June 9, 2023 at 11:00 a.m. (MST).

TO PARTICIPATE, VOTE OR SUBMIT QUESTIONS DURING THE MEETING, PLEASE REFER TO THE FOLLOWING LINK AND DIAL-IN INSTRUCTIONS:

Link:	https://us06web.zoom.us/meeting/register/tZIldO6gqzIjGNAHXJAiQ0XRdrPLQGbK6Sjz
Meeting ID:	868 3785 9924
Password:	333895
ONE TAP MOBILE	DIAL BY YOUR LOCATION
[phone], 5162813723#, *618290# Canada	+1	669 444 9171 US
[phone], 5162813723#, *618290# US	+1	647 374 4685 Canada

The Meeting is to be held for the following purposes:

1. to receive the audited consolidated comparative financial statements of the Corporation for the year ended December 31, 2022, the auditor's report thereon, and the related management's discussion and analysis;
2. to fix the number of directors (the "Board") of the Corporation at four (4);
3. to elect the directors of the Board for the ensuing year;
4. to appoint MNP LLP, Chartered Professional Accountants, as the auditors of the Corporation and to authorize the Board to fix the auditors' remuneration;
5. to consider and, if thought advisable, to approve, with or without amendment, an ordinary resolution, to ratify and approve the Corporation's amended 10% "rolling" stock option plan, as more particularly described in the accompanying Management Information Circular; and
6. to transact such other business as may properly be brought before the Meeting, or any adjournment(s) thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular, which accompanies this Notice of Meeting.

The record date (the "Record Date") for determining the Shareholders entitled to receive notice of and to vote at the Meeting is April 20, 2023. Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. To the extent a Shareholder transfers the ownership of any of its Shares after the Record Date and the transferee of those Shares establishes that it owns such Shares and requests, at least 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Shares at the Meeting or any postponement(s) or adjournment(s) thereof.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON. THE CONFERENCE NUMBER IS PROVIDED BELOW AND IT ENABLES SHAREHOLDERS TO PARTICIPATE IN A VOICE ONLY CONFERENCE CALL.

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In order to be valid and acted upon at the Meeting, proxies must be received not later than 11:00 a.m. (MST) on June 7, 2023 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time for holding the Meeting or any postponement(s) or adjournment(s) thereof. Failure to so deposit a form of proxy will result in its invalidation. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline.

Shareholders who are unable to attend the Meeting are requested to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and forward it in the enclosed envelope by mail to the Corporation's transfer agent, Computershare Trust Company of Canada, Attn: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or by fax within North America at 1-866-249-7775, or outside North America at [phone], not later than 11:00 a.m. (MST) on June 7, 2023, or 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement or any adjournment of the Meeting, in order for such proxy to be used at the Meeting, or any adjournment(s) thereof.

The form of proxy confers discretionary authority with respect to: (a) amendments or variations to the matters of business to be considered at the Meeting; and (b) other matters that may properly come before the Meeting. As at the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set out in this Notice of Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Management Information Circular carefully before submitting the form of proxy.

Dated at Shanty Bay, Ontario, on April 20, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Thomas A. Smeenk"

Thomas Smeenk,

President, Chief Executive Officer

Hemostemix Inc.

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