Exhibit (a)(2)(i)

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED May 1, 2026

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [____], 2026

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

and

MANAGEMENT PROXY CIRCULAR

This Notice and Management Proxy Circular,

along with accompanying materials, require your immediate attention.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOUR OF ALL PROPOSED RESOLUTIONS.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

[_____], 2026

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders (“Shareholders”) of COSCIENS Biopharma Inc. (the “Corporation” or “COSCIENS”) will be held on [_____________], 2026, at [_____.m.] (Eastern time). The Meeting will be a virtual meeting conducted via live audio webcast. Shareholders can access the Meeting by visiting [______]. The Meeting is being held for the following purposes:

The record date for the determination of Shareholders of COSCIENS entitled to receive notice of, and to vote at, the Meeting is [____], 2026.

The Meeting will be held virtually. Shareholders will not be able to attend the Meeting in person. Shareholders (both registered and non-registered) who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the Internet. To attend the Meeting, Shareholders will need to visit [_______] and check-in using the control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. You should ensure you have a strong, preferably high-speed, Internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at [______.m.] (Eastern time) on [___________], 2026. Online check-in will begin 15 minutes prior, at [_____.m.] (Eastern time). You should allow ample time for online check-in procedures.

At [__________], Shareholders will be able to listen to the Meeting live, and registered Shareholders and duly appointed proxyholders will be able to ask questions and submit their vote while the Meeting is being held. We believe that hosting the Meeting virtually will enable increased Shareholder attendance from locations around the world and encourage more active Shareholder engagement and participation at the Meeting.

If you are unable to attend the Meeting or if you wish to vote in advance of the Meeting, please carefully follow the instructions on the proxy or voting instruction form. Shareholders that hold their Common Shares with a bank, broker or financial intermediary and wish to vote at the Meeting must carefully follow the instructions provided by their intermediary. In order to be effective, proxies must be received by the Chair of the Meeting no later than [______.m.] (Eastern time) on [_____________], 2026 (or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof). The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting without notice. If you are attending the Meeting, please log-on to the virtual meeting platform in advance to ensure that your vote will be counted.

As Shareholders of COSCIENS, it is very important that you read the accompanying Circular and other Meeting materials carefully. Even if you intend to attend the Meeting, it is recommended that you vote in advance to ensure that your vote is received before the Meeting. To cast your vote by telephone or Internet, please have your proxy card or voting instruction form in hand and carefully follow the instructions contained therein. Your telephone or Internet vote authorizes the named proxies to vote your Common Shares in the same manner as if you mark, sign and return your proxy card.

By order of the Board of Directors,

SUMMARY OF MATTERS TO BE ACTED UPON

This summary does not purport to be complete and is qualified in its entirety by reference to the more detailed information contained elsewhere in the management proxy circular (the “Circular”). Shareholders are urged to read the Circular in its entirety, including the Schedules thereto.

Issuer and Filing Person

COSCIENS Biopharma Inc. (the “Corporation”) (TSX: CSCI; OTCQB: CSCIF), a corporation incorporated under the Canada Business Corporations Act. The Corporation’s registered office is located at c/o Borden Ladner Gervais, LLP, 22 Adelaide Street West, Suite 3400, Toronto, Ontario, Canada M5H 4E3. The Corporation’s telephone number is (843) 900-3223.

The Meeting

The meeting (the “Meeting”) will be held virtually on [_____], 2026, at [_____.m.] (Toronto time) for the purposes set forth in the Notice of Annual General and Special Meeting. At the Meeting, shareholders of the Corporation (“Shareholders”) will attend to certain annual business, including to: (i) receive and consider the report of the directors and the financial statements of the Corporation, together with the auditor’s report thereon, for the fiscal year ended December 31, 2025; (ii) to elect directors of the Corporation; (iii) to appoint Deloitte LLP as auditors of the Corporation; and (iv) to approve the Share Capital Amendment (as defined below). See “Particulars of Matters to be Acted Upon”.

The record date for the determination of Shareholders of COSCIENS entitled to receive notice of, and to vote at, the Meeting is [_______], 2026. See “Information Concerning Voting at the Meeting”.

Receiving the Financial Statements

The audited financial statements of the Corporation for the financial year ended December 31, 2025 and the auditors’ report thereon will be presented at the Meeting. See “Particulars of Matters to be Acted Upon – Presentation of the Financial Statements”.

Election of Directors

Shareholders will be asked to re-elect the current directors of the Corporation, being Peter H. Puccetti, Ronald W. Miller, Robert A. Seager, Ulrich Kosciessa, Anthony J. Giovinazzo and David Spear. If re-elected, each director will remain in office until termination of the next annual meeting of Shareholders or until his successor is duly elected or appointed, unless his post is vacated earlier. See “Particulars of Matters to be Acted Upon – Election of Directors”.

Appointment of Auditors

Shareholders will be asked to vote on the appointment of Deloitte LLP as external auditors of the Corporation and to authorize the Board to set the compensation of Deloitte LLP. See “Particulars of Matters to be Acted Upon – Appointment of Auditors and Audit Committee Disclosure”.

Share Capital Amendment Transaction

The Share Capital Amendment consists of: (i) a consolidation (the “Consolidation”) of the issued and outstanding Common Shares on the basis of a ratio of one (1) post-Consolidation Common Share for every 150 pre-Consolidation Common Shares (the “Consolidation Ratio”); and (ii) immediately following the Consolidation, a subdivision of the post-Consolidation Common Shares on the basis of 50 Common Shares for every one (1) post-Consolidation Common Share (collectively, the “Share Capital Amendment”).

Shareholders with positions (i.e. individual share certificates or individual accounts) representing a number of Common Shares less than the Consolidation Ratio (individually, and not the in aggregate) (the “Consolidated Shareholders”) will cease to hold such Common Shares and will be entitled to an amount in cash per Common Share equal to U.S.$1.60 (the “Consolidation Consideration”), rounded down to the nearest whole cent.

Purpose

The primary purpose of the Share Capital Amendment is to reduce the number of “holders of record” (as determined pursuant to Rule 12g5-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to fewer than 300, which will enable the Corporation to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act (the “SEC Reporting Suspension”). The Share Capital Amendment is considered a “going-private transaction” under Rule 13e-3 of the Exchange Act. See “Particulars of Matters to be Acted Upon – Share Capital Amendment – Background and Reasons for the Share Capital Amendment; Purpose, Effects, and Alternatives”.

Effects of the Share Capital Amendment

Following the Share Capital Amendment, the Corporation anticipates that the number of holders of record will be reduced to fewer than 300, which will enable the Corporation to file a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to suspend its reporting obligations under the Exchange Act. The Common Shares will continue to be listed on the Toronto Stock Exchange (“TSX”) and quoted for trading on the OTCQB Venture Market (the “OTC Market”), and the Corporation intends to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws. However, the absence of SEC reporting may affect the marketability of the Common Shares in the United States. The Corporation currently expects its business and operations to continue in all material respects as they are currently being conducted and, except as disclosed in this Circular, the Share Capital Amendment is not anticipated to have any material effect on the conduct of the Corporation’s business. See “Particulars of Matters to be Acted Upon –Share Capital Amendment – Effects of the Share Capital Amendment” and “Particulars of Matters to be Acted Upon –Share Capital Amendment – Purposes of the Transaction and Plans or Proposals”.

Shareholder Approval

The Share Capital Amendment Resolution (as defined in the Circular) requires: (i) the affirmative vote of not less than two-thirds (2/3) of the votes cast at the Meeting; and (ii) the approval of a simple majority of the votes cast, excluding votes beneficially owned or controlled by directors and senior officers of the Corporation, as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). See “Particulars of Matters to be Acted Upon –Share Capital Amendment – Shareholder Approval”.

Conditions

The Share Capital Amendment is subject to: (i) approval of the Share Capital Amendment Resolution by Shareholders at the Meeting; and (ii) approval of the TSX.

Estimated Effective Time; Reservation of Rights

Assuming approval of the Shareholders is received and approval of the TSX is obtained, the Corporation anticipates that the Share Capital Amendment will become effective on a date to be determined by the Board following the Meeting. The Board reserves the right, in its discretion, to abandon the Share Capital Amendment prior to the effective time if it determines that abandoning the Share Capital Amendment is in the best interests of the Corporation. See “Particulars of Matters to be Acted Upon –Share Capital Amendment – General”.

No Dissent Rights

Shareholders are not entitled to any statutory dissent rights with respect to the Share Capital Amendment.

Fairness Opinion

Segal Valuation and Transaction Advisory LP (“Segal”) has delivered a fairness opinion to the Board to the effect that, as of April 16, 2026, the Consolidation Consideration is fair, from a financial point of view, to Consolidated Shareholders (as defined in the Circular).

Source of Funds

The Corporation plans to use its available cash to fund the Consolidation Consideration payable to Consolidated Shareholders and the expenses associated with the Share Capital Amendment. See “Particulars of Matters to be Acted Upon – Share Capital Amendment – Source of Funds”.

Board Recommendation

The Board unanimously recommends that Shareholders vote FOR the Share Capital Amendment Resolution.

Board Fairness Determination

The Board analyzed the Share Capital Amendment and its anticipated effects on Shareholders and determined that the Share Capital Amendment is substantively and procedurally fair to, and in the best interests of, the unaffiliated Shareholders, whether they remain as Shareholders following the Share Capital Amendment or receive the Consolidation Consideration for their pre-Consolidation Common Shares. In reaching this determination, the Board considered, among other things, the anticipated cost savings from the SEC Reporting Suspension, the fairness opinion of Segal, the continued listing of the Common Shares on the TSX and that the Common Shares will continue to be quoted for trading on the OTC Market, the ability of Shareholders to acquire additional Common Shares prior to the Effective Time in order to remain Shareholders, and the requirement under MI 61-101 for approval by a simple majority of the votes cast excluding votes beneficially owned or controlled by directors and senior officers of the Corporation. See “Particulars of Matters to be Acted Upon –Share Capital Amendment – Substantive and Procedural Factors Considered by the Board as to the Fairness of the Share Capital Amendment”.

Board Approval

The Board unanimously determined that the Share Capital Amendment is advisable and fair to and in the best interests of the unaffiliated Shareholders and approved and recommended that Shareholders vote in favour of the Share Capital Amendment Resolution. In connection with the Share Capital Amendment, the Corporation has filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with the SEC. See “Particulars of Matters to be Acted Upon – Share Capital Amendment – Substantive and Procedural Factors Considered by the Board as to the Fairness of the Share Capital Amendment”.

Financial Information

For financial information regarding the Corporation, see “Particulars of Matters to be Acted Upon – Share Capital Amendment – Financial Information” and the Corporation’s audited consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2025, which are incorporated by reference herein and available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Tax Considerations

The Share Capital Amendment may have tax consequences for Shareholders. Shareholders are urged to consult their own tax advisors regarding the tax consequences of the Share Capital Amendment in their particular circumstances. See “Particulars of Matters to be Acted Upon – Share Capital Amendment – Certain Canadian Income Tax Consideration” and “Particulars of Matters to be Acted Upon –Share Capital Amendment – Certain U.S. Federal Income Tax Considerations”.

MANAGEMENT PROXY CIRCULAR

INTRODUCTION

This management proxy circular (this “Circular”) is being furnished in connection with the solicitation of proxies by and on behalf of the management of COSCIENS Biopharma Inc. (the “Corporation”, “COSCIENS”, “we” or “our”) for use at the annual general and special meeting (the “Meeting”) of our shareholders (“Shareholders”) and any reconvened Meeting following any adjournment(s) or postponement(s) thereof. No person has been authorized to give any information or to make any representation in connection with any matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

The Meeting will be held on [__________], 2026 at [______.m.] (Eastern time). The Meeting will be a virtual meeting conducted via live audio webcast. Shareholders will not be able to attend the Meeting in-person. Shareholders (both registered and non-registered) can access the Meeting by visiting [________]. A summary of the information that Shareholders will need to attend the Meeting online is provided below.

We may solicit proxies by telephone, Internet or mail. We will bear the entire cost of any such solicitation. We may also reimburse brokers and other persons holding our common shares (the “Common Shares”) in their names, or in the names of nominees, for their costs incurred in sending proxy materials to registered or non-registered owners and obtaining their proxies or voting instructions.

Information contained in this Circular is given as of [__________], 2026 unless otherwise specifically stated. Our directors and executive officers are generally paid in their home country currency. Unless otherwise indicated, all compensation and other financial information included in this Circular is presented in U.S. dollars and, to the extent a director or officer has been paid in a currency other than U.S. dollars, the amounts have been converted from such person’s home country currency to U.S. dollars based on the following annual average exchange rates: for the financial year ended December 31, 2025: €1.000 = U.S.$1.129 and CAN$1.000 = U.S.$0.715; for the financial year ended December 31, 2024: €1.000 = U.S.$1.082 and CAN$1.000 = U.S.$0.730.

FORWARD LOOKING INFORMATION

This Circular contains “forward-looking statements,” as well as “forward-looking information” under the provisions of Canadian securities laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that could or may or will occur are forward-looking statements. When used in this Circular, words such as “anticipate”, “assume”, “believe”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “intend”, “likely”, “may”, “would” or the negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify forward-looking statements, although not all forward-looking statements include such words. Specific forward-looking information in this document includes, but is not limited to, statements relating to: the implementation of the Share Capital Amendment (as defined below), the approval of the Toronto Stock Exchange (“TSX”) for the Share Capital Amendment, the timing and ability of the Corporation to complete the SEC Reporting Suspension (as defined below), the expected cost savings to the Corporation from completing the Share Capital Amendment and the SEC Reporting Suspension, the ability of the Corporation to comply with Rule 12g3-2(b) following completion of the Share Capital Amendment, the anticipated effect of the Share Capital Amendment on the price of the Corporation’s Common Shares, the Corporation’s ability to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws, the Corporation’s financial projections for the 2026 through 2029 fiscal years, and the Corporation’s expected cost savings from the insolvency of its German subsidiaries.

Forward-looking statements involve known and unknown risks and uncertainties, and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and uncertainties include those under the heading “Risk Factors” in the Corporation’s most recent Annual Report on Form 20-F and other public disclosure filed or furnished under our profile on SEDAR+ at www.sedarplus.ca. or to the Securities and Exchange Commission (“SEC”).

Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Many of these factors are beyond our control. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation does not undertake to update any forward-looking statements contained herein, except as required by applicable securities laws. New factors emerge from time to time, and it is not possible for the Corporation to predict all of these factors, or to assess in advance the impact of each such factor on the Corporation’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Notwithstanding the foregoing, the safe harbour for forward-looking statements provided by the United States Private Securities Litigation Reform Act of 1995, as amended, does not apply to forward-looking statements made in connection with the Share Capital Amendment, which constitutes a going-private transaction under Rule 13e-3 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 27A(b)(2)(C) of the Securities Act of 1933, as amended, and Section 21E(b)(2)(C) of the Exchange Act expressly exclude from the safe harbour provisions any forward-looking statements made in connection with a going-private transaction. Because the Share Capital Amendment constitutes a going-private transaction under Rule 13e-3 of the Exchange Act, Shareholders and other readers of this Circular should not place undue reliance on any forward-looking statements contained herein relating to the Share Capital Amendment, the Consolidation (as defined below), the Consolidation Consideration (as defined below), the SEC Reporting Suspension or any related matters, as such statements are not subject to the protections that would otherwise be afforded under the safe harbour provisions of the United States Private Securities Litigation Reform Act of 1995, as amended. Accordingly, forward-looking statements made in connection with the Share Capital Amendment are subject to the full range of liability that may be imposed under applicable U.S. federal securities laws. In addition, notwithstanding any statement herein to the contrary, the Corporation acknowledges its obligation under Rule 13e-3(d)(2) of the Exchange Act to amend this Circular to reflect any material changes in the information previously disclosed herein in connection with the Share Capital Amendment. This obligation applies for so long as the Share Capital Amendment remains pending or, if completed, for a period of at least one year following the Effective Date (as defined below). Any such amendment will be disseminated to Shareholders in a manner reasonably calculated to inform them of such changes. Shareholders are urged to read this Circular and any amendments thereto carefully and in their entirety.

INFORMATION CONCERNING VOTING AT THE MEETING

Your Vote is Important

As a Shareholder, it is very important that you read the following information on how to vote your Common Shares, either by proxy or in attendance at the Meeting. These materials are being sent to both our registered and non-registered Shareholders. Please return your proxy as specified in this Circular and in the form of proxy or voting instruction form.

How to Vote

If you are eligible to vote and your Common Shares are registered in your name, you can vote your Common Shares at the Meeting or by proxy in advance of the Meeting, as explained below. Voting by proxy in advance of the Meeting is the easiest way to vote your shares. Only registered Shareholders or duly appointed proxyholders may vote at the Meeting.

You are a registered Shareholder if your name appears on your share certificate or your Direct Registration System confirmation. If you are a registered Shareholder, you will receive a proxy form containing the relevant details concerning the business of the Meeting, including a control number that must be used to vote by proxy in advance of the Meeting or join the live webcast of the Meeting and to submit your questions and vote while the Meeting is being held.

If your Common Shares are not registered in your name and are held in the name of a nominee such as a trustee, financial institution or securities broker, you are a non-registered or beneficial Shareholder. If your Common Shares are listed in an account statement provided to you by your broker, those Common Shares will generally not be registered in your name. Such Common Shares will more likely be registered under the name of your broker or an agent of that broker. Without specific instructions, brokers and their agents or nominees are prohibited from voting shares for the broker’s client. If you are a non-registered or beneficial Shareholder, you will receive a voting instruction form containing the relevant details concerning the business of the Meeting, including a control number that must be used to vote by proxy in advance of the Meeting or have a duly appointed proxyholder join the live webcast the day of the Meeting to attend the Meeting live, submit questions and vote your Common Shares.

COSCIENS may also utilize the Broadridge QuickVote^TM service to assist Shareholders with voting their Common Shares.

Electronic Delivery

Beneficial Shareholders are asked to consider signing up for electronic delivery (“E-delivery”) of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative that eliminates the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy; go to www.proxyvote.com and sign in with your control number, vote for the resolutions at the Meeting and following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for E-delivery, going forward you will receive your Meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided that your intermediary supports this service.

Vote in Advance of the Meeting – Voting by Proxy

Below are the different ways in which you can give your voting instructions, details of which are found in the proxy form or voting instruction form, as applicable, accompanying this Circular:

Your duly completed proxy form or voting instruction form, as applicable, must have been received by our proxy tabulator with sufficient time for your vote to be processed, and in all cases, no later than [_______.m.] (Eastern time) on [__________], 2026 (or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof).

Voting at the Meeting

If you are a registered Shareholder and wish to vote at the Meeting, you do not need to complete or return your proxy form. The day of the Meeting, registered Shareholders will be able to vote via the live webcast by completing a ballot online during the Meeting.

Non-registered Shareholders (also known as beneficial Shareholders) will not be able to vote live at the Meeting. Instead, non-registered Shareholders should follow the directions provided on their voting instruction form and vote by proxy in advance of the Meeting in accordance with the directions provided on the voting instruction form.

To attend the Meeting, Shareholders will need to visit [__________] and check-in using the 16-digit control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across Internet browsers and devices running the most updated version of applicable software plugins. You should ensure you have a strong, preferably high-speed, Internet connection from wherever you intend to participate in the Meeting. The Meeting will begin promptly at [_____.m.] (Eastern time) on [__________], 2026. Online check-in will begin 15 minutes prior, at [____.m.] (Eastern time). You should allow ample time for online check-in procedures. For any technical difficulties experienced during the check-in process or during the Meeting, please call the technical support number that will be posted on the Meeting log in page.

If you wish to appoint someone as proxy to vote your Common Shares for you at the Meeting during the live webcast, please follow the instructions directly below and found on either your proxy form or voting instruction form, as applicable. You will need to create a unique eight-character identification number which will allow your appointee to join the Meeting and vote your Common Shares on your behalf.

To appoint someone as proxy, go to www.proxyvote.com and insert the name of your designate in the “Change Appointee(s)” section and provide a unique appointee identification number on the voting site for your appointee to access the Meeting. You must provide your appointee the exact name and eight-character appointee identification number to access the Meeting. Appointees can only be validated at the Meeting using the exact name and eight-character appointee identification number you enter. If you do not create an eight-character appointee identification number and provide it to your appointee, your appointee will not be able to access the Meeting.

How your Common Shares will be Voted

You can choose to vote FOR, WITHHOLD or AGAINST, depending on the items to be voted on. When you vote by proxy, you may appoint either the persons named as proxies in the proxy form or voting instruction form (who are Peter H. Puccetti, the Interim CEO and Chair of the Board and Robert A. Seager, a director and the Chair of the Corporation’s Human Resources, Nominating and Governance Committee) or you may appoint someone else to vote for you as your proxy holder by using the enclosed form of proxy or voting instruction form. You have the right to appoint any other person or company (who need not be a Shareholder) to attend and act on your behalf at the Meeting. That right may be exercised by writing the name of such person or company in the blank space provided, and following the instructions found in the proxy form or voting instruction form, as applicable, or by completing another proper form of proxy. Make sure that the person you appoint is aware that they are appointed and that this person logs into the online Meeting using the credentials you created for them as your appointee.

Your Common Shares will be voted or withheld from voting in accordance with your instructions indicated on the proxy form or voting instruction form. If no instructions are indicated, your Common Shares represented by proxies in favour of Peter H. Puccetti (Interim CEO and Chair of the Board) or Robert A. Seager (a director of the Corporation and Chair of the Corporation’s Human Resources, Nominating and Governance Committee), will be voted as follows:

and at the discretion of the proxy holder in respect of amendments to any of the foregoing matters (provided that any such amendments do not materially alter the substance of the proposals described herein and the exercise of such discretion is permitted by applicable Canadian law) or on such other business as may properly be brought before the Meeting. Should any nominee named herein for election as a director become unable to accept nomination for election, it is intended that the person acting under proxy in favour of the Board will vote FOR the election in his stead of such other person as the Board may recommend.

The persons named in the enclosed proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

The Corporation has no reason to believe that any of the nominees for election as directors will be unable to serve if elected to office and is not aware of any amendment or other business likely to be brought before the Meeting.

The Board is unanimously recommending that Shareholders vote FOR all matters of business at the Meeting. A simple majority of the votes cast will constitute approval for the election of directors and the appointment of Deloitte as auditor. A special majority of not less than two thirds (2/3) of the votes cast will constitute approval of the Share Capital Amendment Resolution. In addition, the Share Capital Amendment Resolution requires the approval of a simple majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised by directors or senior officers of the Corporation. See “The Share Capital Amendment – MI 61-101”.

Revoking your Proxy

You may revoke your proxy at any time, by voting again on the Internet or by phone before [______.m.] (Eastern time) on [________], 2026, or by completing an instrument in writing (which includes another form of proxy with a later date) executed by you, or by your attorney (duly authorized in writing), or in any other manner permitted by law, and deposited with the Corporate Secretary of the Corporation at the registered office of the Corporation (22 Adelaide Street West, Suite 3400, Toronto, ON M5H 4E3) at any time up to and including [______.m.] (Eastern time) on [___________], 2026 (or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s) thereof).

Transfer Agent

You can contact the transfer agent either by mail at Computershare Trust Company of Canada, 320 Bay Street, 14^th Floor, Toronto (Ontario) M5H 4A6, by telephone at 1.800.564.6253, by fax at 1.888.453.0330 or by Email at service@computershare.com or, in respect to the Share Capital Amendment, corporateactions@computershare.com.

Intermediaries Fees

Non-registered Shareholders are either objecting beneficial owners who object to intermediaries disclosing information about their ownership in the Corporation, or non-objecting beneficial owners, who do not object to such disclosure. The Corporation pays intermediaries to send proxy-related materials to both objecting and non-objecting beneficial owners.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth herein, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year, any proposed nominee for election as director of the Corporation or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting.

VOTING SHARES, QUORUM AND PRINCIPAL SHAREHOLDERS

Voting Shares and Quorum

Shareholders of record as of the close of business on [________], 2026, are entitled to receive notice of and to vote at the Meeting. As of [________], 2026, there were [_________] issued and outstanding Common Shares. The holders of the Common Shares are entitled to one vote for each Common Share held by them at all meetings of Shareholders.

We are governed by our restated articles of incorporation (the “Articles”) under the Canada Business Corporations Act (the “CBCA”) and by articles of amendment dated October 2, 2012, November 17, 2015, May 9, 2019, July 18, 2022, April 30, 2024 and August 6, 2024 (together with the Articles of Incorporation, the “Articles”) and by our by-laws, as amended and restated on March 21, 2013 (the “By-Laws”). Our By-Laws provide that a quorum is present at the Meeting if the holder(s) of 10% or more of the issued and outstanding Common Shares are present or represented by proxy, irrespective of the number of Shareholders actually in attendance at the Meeting.

Principal Shareholders

As of [________], 2026, to the knowledge of our officers and directors and based solely on a review of filings with the SEC and the Canadian securities regulatory authorities and the Corporation’s share register, there are no persons or entities that beneficially owned, or exercised control or direction over, directly or indirectly, 10% or more of the votes attached to the Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

Our audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024 and the auditors’ report thereon will be submitted at the Meeting.

Board of Directors

Our Articles provide that our Board shall be composed of a minimum of five and a maximum of 15 directors. Our Board currently consists of six members. Directors are elected annually by our Shareholders, but the directors may from time to time appoint one or more directors, provided that the total number of directors so appointed does not exceed one-third of the number of directors elected at the last annual meeting of Shareholders.

A Shareholder of the Corporation wishing to nominate an individual to be a director, subject only to the CBCA and the Articles, is required to comply with s. 1.7 “Nominations of Directors” of the By-Laws (the “Advance Notice Provision”). With respect to the Meeting, the Advance Notice Provision requires that written prescribed notice of any such nomination to be made at the Meeting be given to the Corporation’s Corporate Secretary not fewer than 30 (nor more than 65) days prior to [_________], 2026. The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such Advance Notice Provision and the By-Laws, which are available on the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

The Board proposes the six persons named in the table below (and in the form of proxy or voting instruction form enclosed together with this Circular) as candidates for election as directors. Each elected director will remain in office until termination of the next annual meeting of Shareholders or until his successor is duly elected or appointed, unless his post is vacated earlier.

Pursuant to the CBCA, directors are not considered elected unless they receive more votes for their election than against in an election where the number of nominees is equal to the number of directors to be elected (referred to as an “uncontested election”). Assuming the election of directors at the Meeting is uncontested, each director will only be elected if the number of votes cast in his favour represents a majority of the total votes cast with respect to his election by the Shareholders who are present at the Meeting or represented by proxy. An incumbent director who is not elected at the Meeting may continue in office until the earlier of the 90^th day after the date of the Meeting and the date on which his successor is appointed or elected.

Unless contrary instructions are given with regard to the election of directors, the persons whose names appear on the enclosed form of proxy will vote in favour of the election of the six nominees whose names are set out in the table below. The Corporation does not foresee that any of the nominees listed below will be unable or, for any reason, unwilling to perform his duties as a director. In the event that the foregoing occurs for any reason, prior to the election, the persons indicated on the enclosed form of proxy reserve the right to vote for another candidate of their choice unless otherwise instructed by the Shareholder in the form of proxy.

Director Nominee Biographies

Anthony J. Giovinazzo Mr. Giovinazzo has over 45 years of experience, is an internationally recognized expert in intellectual property, drug development and commercialization including numerous licensing agreements, with more than 25 years of experience in Central Nervous System diseases. For the last five years, he has had extensive board level experience in robotic surgery and interventional cardiology fields. From 2009 until 2017, Mr. Giovinazzo served as the President and Chief Executive Officer of NASDAQ-listed Cynapsus Therapeutics Inc., a specialty pharmaceutical company that developed the first successful sublingual apomorphine thin film strip for Parkinson’s disease. The drug, co-invented by Mr. Giovinazzo, was approved for commercialization by the FDA in 2020. From April 2006 to November 2009, Mr. Giovinazzo served as the Chief Executive Officer of Cervelo Pharmaceuticals Inc., a biopharmaceutical company. From 2002 to 2006, he served as Chief Executive Officer of Cita NeuroPharmaceuticals Inc., a biopharmaceutical company. Mr. Giovinazzo is currently a director of TSXV-listed Conavi Medical Inc., a commercial stage medical device company focused on designing, manufacturing and marketing imaging technologies to guide common minimally invasive cardiovascular procedures. He is also currently the Chair of the Board of TSXV-listed Xortx Therapeutics Inc., a Phase 3 kidney and NDA pending Gout disease company. Mr. Giovinazzo has completed the Leadership and Strategy in Pharmaceuticals and Biotech from Harvard Business School, and he is a Chartered Director and Audit Committee Certified, both from The Directors College, a degree granting affiliate of McMaster University in Hamilton Canada. Mr. Giovinazzo also holds a Master of Business Administration from IMD, Geneva Switzerland, a Graduate Certificate Studies in Canadian Law from Osgoode Hall Law School at York University, and a Bachelor of Arts in Economics and Accounting from McMaster University.

Dr. Ulrich Kosciessa Dr. Kosciessa currently serves as the Chief Executive Officer of Germany-based Photonamic GmbH & Co. KG and as the Chief Operating Officer of Tokyo-based SBI Pharmaceuticals Co. LTD. He has worked for 20 years for Medac GmbH, a global pharmaceutical company with operations in 70 countries where he served as a member of the Executive Management Board, as Managing Director of Medac International and as Chairman of the Board of Medac Pharma Inc., a U.S.-based subsidiary of Medac GmbH focused on specialty pharmaceuticals for autoimmune diseases and cancer. Since 2006 Dr. Kosciessa has also served as Chief Executive Officer of Photonamic, a subsidiary of Medac GmbH focused on research and development of photodynamic therapy and diagnostics. He has successfully developed two Photonamic products currently marketed in Europe, North America, South America, the Asian Pacific region and Australia. From 2006 to 2008, Dr. Kosciessa served as Chief Executive Officer at Immune Laboratory of Hannover, a research-based organization focused on autologous dendritic cell-based tumor vaccines. Prior to joining Medac GmbH, Dr. Kosciessa was a postdoctoral researcher at the neuroscience/neurodegenerative diseases division of Schering AG, a multinational pharmaceutical company. He received a B.Sc. in Biology and a Ph.D. in Molecular Biology from Georg-August University of Göttingen, Germany.

Ronald W. Miller Ronnie Miller was President and CEO of Hoffmann-La Roche Limited (Roche Canada) for 22 years (until 2022). In this role, he was responsible for the growth and success of the Canadian Pharmaceuticals Division, particularly as it relates to Roche’s mandate of developing and delivering innovative healthcare solutions for Canadians. Ronnie has more than 43 years of extensive and varied experience in the pharmaceutical industry. Born in Scotland, Ronnie completed his Bachelor of Science in Economics and Geography at the University of Glasgow, then moved to Leeds, England to accept a job as a pharmaceutical sales representative. Ronnie advanced through a series of successive sales and management positions across the industry to become the National Sales Manager for Roche in the United Kingdom in 1988 and continued to move globally as a Product Manager in Switzerland and Deputy Divisional Director of the Pharmaceutical Division in Japan. He moved back to Switzerland to head up a global product launch before returning to the UK as Pharmaceuticals Director. Ronnie was appointed President and CEO of Roche Pharmaceuticals in Canada in May 2000 and became a Canadian citizen in 2008. Ronnie was re-elected as Chairman of the Board of Directors of Innovative Medicines Canada (IMC), the national association representing Canada’s research-based pharmaceutical companies, from 2019 to 2022. He served as Chairman of the IMC Board in 2007 and has since fulfilled two subsequent terms as Past Chair. Prior to this, Ronnie was the Chair of the IMC Prairies Core Team and sat as Co-Chair of the Health Research Foundation. He also served on several committees including the IMC Public Affairs, Stakeholder Relations, the British Columbia Sub-Committee, and was Chair of the Federal Affairs/FPT Relations Standing Committee.

Peter H. Puccetti serves as the Interim Chief Executive Officer of COSCIENS and Chair of the Board of Directors. Peter Puccetti is the founder and former Chairman and Chief Investment Officer of Goodwood Inc., a Canadian independent investment management firm that has provided institutional and high-net-worth clients with alternative investment strategies for over 28 years. Mr. Puccetti has managed the flagship Goodwood Fund since its inception up until its recent sale in 2026 and has over 30 years of investment experience with a focus on special situations of value investing. Mr. Puccetti has served on a number of public and private boards of directors. Mr. Puccetti and Goodwood Inc. have become well-known in Canada for leading a variety of activist campaigns to implement positive change and unlock shareholder value with the trust and support of many of Canada’s top institutional investment organizations. Prior to founding Goodwood Inc., Mr. Puccetti was an analyst, investment banker and partner of Sprott Securities Limited. Mr. Puccetti holds a Bachelor of Arts in Economics from Dalhousie University. Mr. Puccetti is also a CFA Charter holder.

Robert A. Seager serves as a director on our Board. He is a leading special situations advisor and has been centrally involved in directing high profile shareholder disputes, proxy contests, M&A transactions, special committee mandates, internal and independent corporate investigations and complex restructurings. Mr. Seager is a Partner of Voorheis & Co. LLP and Executive Vice President of Seacombe Partners Inc. In 2023, Mr. Seager was appointed to the Securities Advisory Committee of the Ontario Securities Commission. Prior to joining Voorheis & Co. LLP Mr. Seager practiced securities law at Blake, Cassels & Graydon LLP. Mr. Seager received his J.D. from the Schulich School of Law at Dalhousie University with a specialization in corporate law, his International Business Law Certification from the Global Law Program at the Bader International Study Centre, and his Bachelor of Commerce from the Sauder School of Business at the University of British Columbia. Rob has also completed Levels 1 and II of the CFA Program.

David Spear serves as a director on our Board. He is an accomplished entrepreneur and executive with more than 35 years of experience in the healthcare industry, with a particular focus on the eyecare sector. Mr. Spear is currently the President and Chief Strategy Officer of Advancing Eyecare, a partnership of leaders in the eyecare instrumentation marketplace, where he also previously served as a director from 2017 to 2023. Mr. Spear was also previously a director and co-founder of Innova Medical Ophthalmic, a supplier to the Canadian ophthalmic community. Mr. Spear holds a Bachelor of Commerce from the University of Windsor and a Bachelor of Science in Biology from Western University.

Orders, Bankruptcies and Sanctions

Other than as set forth below, to the knowledge of our directors and officers, no proposed director:

None of the proposed directors have: (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, (ii) entered into a settlement agreement with a securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

On September 22, 2023, MV Realty Holdings, LLC (“MV Realty”), a Florida limited liability company, along with various related companies, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the Southern District of Florida. At the time of the filing, Peter H. Puccetti was one of the proposed nominees for director of MV Realty. The Chapter 11 bankruptcy proceedings involving MV Realty were dismissed on May 24, 2024. Mr. Puccetti served as director of MV until his resignation on June 17, 2025.

In or about April 2021, Sublimity Therapeutics Ltd., a venture-backed company based in Dublin, Ireland, along with two related companies, Sublimity Therapeutics Holdco Ltd. and Sublimity Ltd., were placed into creditors’ voluntary liquidation under the Companies Act 2014 of Ireland, following the failure of a Phase 2 clinical study. At the time, Anthony J. Giovinazzo, one of the proposed directors, was Executive Chair of Sublimity Therapeutics Ltd. and Sublimity Therapeutics Holdco Ltd., and a director of Sublimity Ltd. A trustee/liquidator was appointed in or about April 2021.

Appointment of Auditors

The Board proposes that Deloitte be appointed as our auditors and that our directors be authorized to determine their compensation upon the recommendation of the Corporation’s Audit Committee (the “Audit Committee”). The auditors will hold office until the next annual meeting of Shareholders or until their successor is appointed. Deloitte have acted as our auditors since June 14, 2023.

Unless instructed to abstain from voting with regard to the appointment of auditors, the persons whose names appear on the enclosed form of proxy will vote in favour of the appointment of Deloitte and the authorization of our directors to determine their compensation.

Audit Committee Disclosure

National Instrument 52-110 – Audit Committees (“NI 52-110”) requires issuers to disclose certain information with respect to the existence, charter, composition, and education and experience of the members of their Audit Committees, as well as all fees paid to external auditors. We are including such required disclosure with respect to our Audit Committee in this Circular. The Audit Committee Charter is attached as Schedule C to this Circular.

Composition of the Audit Committee

As of the date hereof, Mr. Anthony J. Giovinazzo (Chair), Dr. Ulrich Kosciessa and Mr. Robert A. Seager are the members of our Audit Committee, each of whom was independent and financially literate within the meaning of NI 52-110 as at such date.

Education and Relevant Experience

For the education and relevant experience of each of Mr. Giovinazzo, Dr. Kosciessa and Mr. Seager, see above under “Particulars of Matters to be Acted Upon – Election of Directors – Director Nominee Biographies”.

The members of the Audit Committee have an understanding of the Corporation’s accounting principles, an ability to assess the application of such accounting principles, experience preparing, auditing, analyzing or evaluating financial statements and an understanding of internal controls and procedures for financial reporting.

Pre-Approval Policies and Procedures

The Audit Committee Charter provides that the committee shall approve all audit engagement fees and terms as well as reviewing policies for the provision of non-audit services by the external auditors and, when required, the framework for pre-approval of such services. The Audit Committee delegates to its Chairman the pre-approval of such non-audit fees. The pre-approval by the Chairman is then presented to the Audit Committee at its first scheduled meeting following such pre-approval. For the year ended December 31, 2025, Deloitte billed us $12,051 for non-audit services that were approved by the Audit Committee. For the year ended December 31, 2024, Deloitte billed us $217,046 for non-audit services that were approved by the Audit Committee.

External Auditor Service Fees

In addition to performing the audit of our consolidated financial statements and its subsidiaries, Deloitte provided other services to us and our subsidiaries and billed us and our subsidiaries the following fees for each of our two most recently completed financial years. All amounts presented below are in U.S. dollars.

General

At the Meeting, Shareholders will be asked to consider and, if thought fit, pass a special resolution (the “Share Capital Amendment Resolution”) authorizing the Board to elect, in its discretion, to direct the Corporation to file articles of amendment (“Articles of Amendment”) to amend the Corporation’s Articles by consolidating the Common Shares (the “Consolidation”) on the basis of a ratio of one (1) post-Consolidation Common Share for every 150 pre-Consolidation Common Shares (the “Consolidation Ratio”), and subsequently split (the “Split”, and together with the Consolidation, the “Share Capital Amendment”) the post-Consolidation Common Shares on the basis of 50 Common Shares for every one (1) post-Consolidation Common Share. For further information regarding determination of the Consolidation Ratio, see “–Background and Reasons for the Share Capital Amendment; Purpose, Effects, and Alternatives”.

Assuming receipt of the requisite Shareholder and TSX approvals, the Corporation intends to file Articles of Amendment pursuant to the CBCA to undertake the steps outlined below to complete the Share Capital Amendment:

At the Effective Time, Shareholders with positions (i.e. individual share certificates or individual accounts) representing a number of Common Shares equal to or greater than the Consolidation Ratio (individually, and not the in aggregate) will not have such Common Shares (fractional or otherwise) acquired by the Corporation following the Consolidation and will continue to be Shareholders of the Corporation (the “Remaining Shareholders”). The Common Shares (including fractions thereof) of the Remaining Shareholders will be subject to the Split. No fractional Common Shares will be issued to Remaining Shareholders as a result of the Split and any fractional interest in Common Shares that would otherwise result from the Split will be rounded down to the nearest whole Common Share without any compensation therefor. As a result of the Share Capital Amendment, Remaining Shareholders’ shareholdings, as a percentage of total ownership in the Corporation, will be slightly increased.

For greater certainty, it is possible for a Shareholder to be both a Consolidated Shareholder (in respect of one or more positions) and a Remaining Shareholder (in respect of one or more positions).

No certificates representing fractional shares will be issued or delivered if, as a result of the Consolidation, a registered Shareholder would otherwise become entitled to a fractional Common Share. Accordingly, at the Effective Time, any Shareholder with fewer Common Shares than the Consolidation Ratio (whether a registered Shareholder or a beneficial Shareholder) will cease to have any rights as a Shareholder of the Corporation other than the right to be paid the Consolidation Consideration and will not participate in the Split. For clarity, any registered Shareholder who owns Common Shares represented by a share certificate(s) or Direct Registration System (“DRS”) Advice(s) of less than 150 Common Shares (individually, and not in the aggregate) will be entitled to receive the Consolidation Consideration for each such share certificate or DRS Advice that represents Common Shares less than the Consolidation Ratio. Any such holder who has not surrendered the share certificate(s) or DRS Advice(s) representing such Common Shares in accordance with the letter of transmittal (the “Letter of Transmittal”) enclosed with this Circular on or prior to the sixth anniversary date of the Effective Date will cease have any claim or interest of any kind or nature against the Corporation or Computershare for the Consolidation Consideration or otherwise.

Remaining Shareholders, who are registered Shareholders, will be entitled to receive a new DRS Advice or, upon request to our transfer agent, a share certificate representing the Common Shares following the Share Capital Amendment that reflects a new CUSIP number. For more information see “– Procedural Steps”.

Assuming receipt of all required approvals, the Corporation anticipates that the Share Capital Amendment will become effective on a date to be determined by the Board and announced by the Corporation following the Meeting. The Board reserves the right, in its discretion, to abandon the Share Capital Amendment prior to the Effective Time if it determines that doing so is in the best interests of the Corporation.

MI 61-101

The Consolidation may constitute a “business combination” pursuant to Canadian Securities Administrator’s Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and accordingly, to comply with MI 61-101, the Share Capital Amendment Resolution must be also approved by a simple majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by any “interested party” (as defined in MI 61-101) of the Corporation in connection with the Share Capital Amendment. The votes to be excluded from this “majority of the minority” vote include approximately 17,535 Common Shares, representing 0.55% of the current issued and outstanding Common Shares, held or controlled by directors and senior officers of the Corporation.

Pursuant to section 4.3(1) of MI 61-101, a “formal valuation” (as defined in MI 61-101) is not required for the Consolidation or the Share Capital Amendment, as no interested party (i) would, as a consequence of the Consolidation, acquire or combine with the Corporation, or (ii) is party to any connected transaction that is a related party transaction for which the Corporation is required to obtain a formal valuation under section 5.4 of MI 61-101. To the knowledge of the Corporation, or any of the directors or senior officers of the Corporation, after reasonable inquiry, there have been no “prior valuations” (as defined in MI 61-101) in respect of the Corporation (or which are otherwise relevant to the Consolidation) prepared within the twenty-four (24) months before the date of this Circular, and the Corporation has not received any “bona fide prior offers” (as contemplated in MI 61-101) during the twenty-four (24) months prior to the date of this Circular.

Background and Reasons for the Share Capital Amendment; Purpose, Effects, and Alternatives

As previously disclosed, the Corporation voluntarily delisted from the Nasdaq Capital Market (“NASDAQ”) effective September 5, 2025, as the first step in a broader strategy to seek to cease its public reporting obligations under the Exchange Act, as part of the Corporation’s overall cost savings initiative and to enable the Corporation to focus its limited resources on its core business needs. The Common Shares are currently listed on the TSX under the symbol “CSCI” and are quoted for trading on the OTC Market (as defined below) under the symbol “CSCIF”. While the Corporation has made progress in reducing its costs over the last year, for the quarter and year ended December 31, 2025, the Corporation reported a consolidated net loss of $2,183,000 and $10,358,000 respectively, or $0.69 and $3.27 net loss per Common Share. On March 5, 2026, in furtherance of the Corporation’s cost-savings initiative, the Corporation made the strategic decision to cease funding its German subsidiaries, and on March 23, 2026, an application was filed in a German court to open insolvency proceedings in respect of the German subsidiaries and on March 27, 2026, a preliminary insolvency administrator was appointed. The Corporation anticipates these developments will generate approximately $1.9 million in annualized cost savings beginning in 2027 by eliminating ongoing operating losses at the subsidiary level and reducing administrative costs at the corporate level. With the cost-saving measures taken to date, the Corporation believes that its existing cash on hand will be sufficient to fund its anticipated operating and capital expenditure requirements beyond the next 12 months, however the Board continues to believe that the potential cost-savings represented if the Corporation is able to cease its public reporting obligations under the Exchange Act are crucial to ensure the longer-term viability of the Corporation and to preserve the Corporation’s limited financial resources for its core business operations.

Following delisting from NASDAQ, the Board and management of the Corporation, together with external legal counsel, considered the potential options to terminate or suspend its public reporting obligations under the Exchange Act. A discussion of the alternatives considered is contained below under the heading “– Alternatives Considered by the Board”. Ultimately, the Corporation determined that the most expeditious and economical path is to complete the Share Capital Amendment. The Share Capital Amendment constitutes a ‘going-private transaction’ under Rule 13e-3 of the Exchange Act, for which we have filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with the SEC, because it is intended to, and if completed, will likely reduce the number of “holders of record” (as that term is as determined pursuant to Rule 12g5-1 under the Exchange Act, hereinafter “Holders of Record”) of Common Shares to fewer than 300. This will enable us to terminate the registration of our Common Shares under Section 12 of the Exchange Act and suspend our U.S. public reporting obligations under Section 15(d) of the Exchange Act, including the Corporation’s obligations to file and submit annual reports on Form 20-F and reports on Form 6-K with the SEC, by filing a Form 15 with the SEC following the Effective Time (the “SEC Reporting Suspension”).

The Corporation’s U.S. public reporting obligations under the Exchange Act will be immediately suspended upon filing of the Form 15, and, unless denied by the SEC, the Corporation’s registration under Section 12 of the Exchange Act will terminate 90 days thereafter.

Following any such SEC Reporting Suspension, the Corporation intends to seek to comply with Rule 12g3-2(b) promulgated under the Exchange Act in order to maintain such suspension. Compliance with Rule 12g3-2(b) under the Exchange Act requires, among other things, that the Corporation publish in English, on its website, the information that the Corporation (i) has made public or been required to make public pursuant to the laws of Canada, (ii) has filed or been required to file with the TSX, and (iii) has distributed or been required to distribute to its security holders. The Corporation intends to remain listed on the TSX and to continue to have its Common Shares quoted for trading on the OTC Market. The Corporation also intends to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws, including by filing its continuous disclosure documents on its profile on SEDAR+ at www.sedarplus.ca and posting the required documents to its website at www.cosciensbio.com. Accordingly, the Corporation expects to be able to satisfy the requirements of Rule 12g3-2(b) through its ongoing Canadian continuous disclosure obligations.

If the SEC Reporting Suspension is completed, the Corporation expects a significant reduction in regulatory and compliance costs, including a reduction in legal, accounting and other third-party professional fees, insurance and other administrative costs and expenses associated with its existing U.S. reporting obligations. The direct costs in this regard, assuming the SEC Reporting Suspension is not completed, are estimated at approximately $3 million for 2026. If the SEC Reporting Suspension is completed prior to the end of June 2026, the Corporation expects cost savings for the remainder of 2026 of approximately $1.4 million, and on a go-forward basis, the Corporation expects annualized savings of approximately $1.9 million. In addition, the Corporation expects to save indirect costs by completing the SEC Reporting Suspension, including the time and attention required by the Board and senior management of the Corporation to ensure ongoing compliance under the Exchange Act.

The following table provides a breakdown of the expected total estimated costs for 2026 for the various items listed below, and the corresponding savings expected if the SEC Reporting Suspension is completed by the end of June 2026.

As of [_______], 2026, there were [______] issued and outstanding Common Shares. TSX rules require, among other things, that following a share consolidation, a listed issuer have no less than 500,000 freely tradable listed securities. Accordingly, absent a subsequent share split, the Corporation would not be permitted to complete a share consolidation with a ratio any greater than one (1) post-Consolidation Common Share for every 6 pre-Consolidation Common Shares, which would not be sufficient to reduce the number of Holders of Record to below 300. The Split, therefore, allows the Corporation to maintain its listing on the TSX to ensure Shareholders who remain following the Share Capital Amendment will continue to benefit from a public and liquid trading market in respect of the post-Share Capital Amendment Common Shares. The exact Split ratio was chosen by the Board with the intention of, on a post-closing basis, reducing the number of Common Shares outstanding and proportionately raising the market price of the Common Shares. The higher anticipated share price may have some potential benefits, including that it may make the Corporation more attractive to certain investors and may result in less volatility. However, there can be no assurances whatsoever that any increase in market price per Common Share, proportionate or otherwise, will result from the proposed Share Capital Amendment, or that if there is a price increase, it has the desired effects.

Based on recent data approximately 216,295 Common Shares, or approximately 6.79% of the outstanding Common Shares, are held in registered positions or in the accounts of beneficial Shareholders with fewer than 150 Common Shares.

Such small holdings may be more difficult or costly to sell than Common Shares held in larger quantities (i.e., full board lots of 100 or multiples of 100). This means that such small or odd lot holders have limited cost-effective options to dispose of their Common Shares. The Share Capital Amendment provides a cost-effective liquidity option for Shareholders with these small positions to liquidate their investment without payment of brokerage fees that in many cases would represent all or a substantial portion of their sale proceeds.

As a public company, the Corporation is required to disseminate to registered Shareholders and beneficial Shareholders annual and interim financial statements and other continuous disclosure materials. In the case of many small Shareholders, the administrative cost associated with providing such services represents a significant proportion of the total value of their investment in Common Shares. The Corporation spends a significant amount of money each year printing and mailing materials, such as financial statements and information circulars, to these small Shareholders and servicing their accounts through the Corporation’s registrar and transfer agent. An additional effect of the proposed Share Capital Amendment will be to reduce administrative costs associated with maintaining a large base of small Shareholders by significantly reducing the number of these Shareholders.

Purpose

The primary purpose of the Share Capital Amendment is to reduce the number of Holders of Record to fewer than 300 to enable the Corporation to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act. The SEC Reporting Suspension will result in anticipated direct cost savings of approximately $1.9 million annually and additional indirect cost savings. See “– Effects of the Share Capital Amendment”. Additional benefits are described under “– Background and Reasons for the Share Capital Amendment; Purpose, Effects, and Alternatives”.

Effects of the Share Capital Amendment

Effects on the Corporation

Following the Share Capital Amendment, the Corporation intends to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act. Unless denied by the SEC, this filing will result in the suspension of the Corporation’s reporting obligations under the Exchange Act immediately upon filing, and the termination of such obligations 90 days after the date of filing. Following the SEC Reporting Suspension, the Corporation intends to comply with Rule 12g3-2(b) under the Exchange Act in order to maintain such suspension indefinitely, or for so long as the Corporation is able to comply therewith.

The Corporation intends to remain listed on the TSX and to continue to have its Common Shares quoted for trading on the OTC Market. The Corporation also intends to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws, including by filing its continuous disclosure documents on its profile on SEDAR+ at www.sedarplus.ca and posting the required documents to its website at www.cosciensbio.com.

Following the Share Capital Amendment, the Corporation expects its business and operations to continue as they are currently being conducted and, except as disclosed in this Circular, the Share Capital Amendment is not anticipated to have any material effect on the conduct of the Corporation’s business. The Corporation expects to be subject to substantially the same risks and uncertainties after the Share Capital Amendment. The Corporation has no current plans or proposals to effect any extraordinary corporate transaction such as a merger, reorganization, sale or liquidation, to change its senior management, to change materially its capitalization, or otherwise to effect any material change in its corporate structure or business, other than as disclosed in this Circular.

The Share Capital Amendment will result in the elimination of the equity interests of Consolidated Shareholders, who will receive only the Consolidation Consideration in exchange for their pre-Consolidation Common Shares. Such Shareholders will have no further equity interest in the Corporation and will not be entitled to participate in any future increase in the value of the Common Shares. The Remaining Shareholders will continue to hold the same number of Common Shares following the Share Capital Amendment as they held immediately prior thereto and will continue to benefit from a public and liquid trading market in respect of the Common Shares being listed on the TSX and quoted for trading on the OTC Market.

The Corporation anticipates that the Share Capital Amendment will result in cash payments of approximately $346,072 to Consolidated Shareholders, based on the estimated number of Common Shares to be eliminated and the estimated Consolidation Consideration. Based on information available as of April 7, 2026, the Corporation estimates that approximately 216,295 Common Shares (representing approximately 6.79% of the issued and outstanding Common Shares) are held in registered positions or beneficial accounts with fewer Common Shares than the Consolidation Ratio and will be eliminated pursuant to the Share Capital Amendment. The Corporation also estimates that the Share Capital Amendment will reduce the number of Holders of Record from approximately 381 to approximately 153.

Effects on Affiliates

Following the Share Capital Amendment, the directors and executive officers of the Corporation who hold Common Shares equal to or greater than the Consolidation Ratio will continue to hold Common Shares in the Corporation. As set forth in the table under “– Interest in Securities of the Corporation”, Peter H. Puccetti and Ulrich Kosciessa beneficially own or control 15,687 and 1,848 Common Shares, respectively. The percentage ownership of Mr. Puccetti and Mr. Kosciessa and any other shareholders who hold Common Shares equal to or greater than the Consolidation Ratio will increase marginally as a result of the elimination of the Common Shares held by Consolidated Shareholders.

Effects on the Corporation’s Registration under the Exchange Act

Following the SEC Reporting Suspension, the Corporation’s reporting obligation under the Exchange Act including to file annual reports on Form 20-F and reports on Form 6-K with the SEC will be suspended immediately upon the filing of the Form 15 and the Company’s registration under Section 12(g) of the Exchange Act will terminate 90 days after the date of filing, unless the SEC denies the Form 15. The Corporation will also no longer be subject to the requirements of the Sarbanes-Oxley Act of 2002 with respect to its U.S. reporting obligations. However, the Corporation will continue to be subject to the anti-fraud provisions of the Exchange Act, including Rule 10b-5 thereunder.

Alternatives Considered

Following the Corporation’s voluntary delisting from NASDAQ effective September 5, 2025, the Board considered the alternative of taking no action and continuing to comply with the Corporation’s reporting obligations under the Exchange Act, but quickly rejected this alternative because the Corporation would continue to incur significant direct and indirect costs associated with its Exchange Act reporting obligations, which the Board considered unjustifiable in light of the limited benefits accruing to the Corporation and its Shareholders from such reporting, particularly following the Corporation’s voluntary delisting from NASDAQ.

Accordingly, the Board instructed management to, in consultation with external legal counsel, explore the legal paths available to enable the Corporation to terminate or suspend its reporting obligations under the Exchange Act, as the next step in the Corporation’s broader cost savings agenda. Following a detailed analysis, including of the Corporation’s shareholder base and trade volumes, it was determined that the most expedient path available to the Corporation was to undertake a transaction or series of transactions intended to reduce the number of “holders of record” (as that term is as determined pursuant to Rule 12g5-1 under the Exchange Act) to below 300, thereby enabling the Corporation to file a Form 15 with the SEC to suspend its reporting obligations.

Rule 12g5-1 defines “holder of record” as each person who is identified as the owner of securities on records maintained by or on behalf of the issuer (including the issuer’s transfer agent), provided that securities held by brokers, dealers, banks and other nominees in “street name” (such as through the Depository Trust Company) are generally counted as held by a single holder of record (i.e., the registered nominee) rather than by each underlying beneficial owner. This definition notably does not count each ultimate beneficial Shareholder as a distinct “Holder of Record”. Based on a review of the Corporation’s shareholder registers maintained by its transfer agent, and information obtained from The Depositary Company and Canadian Depository for Securities Limited (“CDS”), it was determined that for the purpose of Rule 12g5-1 under the Exchange Act, the Corporation had approximately 381 Holders of Record holding Common Shares, including approximately 228 holding fewer than 150 Common Shares. Accordingly, it was determined that the Corporation should be able to reduce the number of “Holders of Record” holding Common Shares for the purposes of Rule 12g5-1 under the Exchange Act to below 300 with a relatively small and targeted transaction aimed at paying out a limited number of Shareholders holding relatively small positions.

Having determined to pursue a transaction, or series of transactions, in order to reduce the number of Holders of Record to below 300 and ultimately enable the filing of a Form 15, the Corporation, together with external legal counsel, considered the following options, in addition to the Share Capital Amendment, to accomplish that result most efficiently:

It was therefore concluded that the Share Capital Amendment is the most expeditious and economical means of achieving the Corporation’s objective of suspending its reporting obligations under the Exchange Act while preserving the Corporation’s TSX listing and minimizing the impact on Shareholders.

Determination of Consolidation Consideration

In the context of consolidations which are not “going private transactions”, and for which no fairness opinion is sought, the approach to post-consolidation fractional interests varies. In certain cases, fractional interests are rounded (up or down) to the nearest whole number of post-consolidation shares and no cash payments are made as compensation for fractional interests. Where cash payments are offered as compensation for post-consolidation fractional interests, the price paid is generally set at the market price (often based on a volume weighted average price or similar measure) at the time of the consolidation. In the case of the Share Capital Amendment, where a fairness opinion was to be sought by the Board, it was necessary for the Board to fix the consideration payable in respect of fractional share entitlements in advance of the transaction.

In that context, the Board considered, among other things, the historical market price and trading history for the Common Shares, the financial analyses reviewed and discussed with representatives of Segal, as well as the confirmation by Segal of its ability to render its opinion to the Board, to the effect that the Consolidation Consideration to be received by Consolidated Shareholders is fair, from a financial point of view, to such Consolidated Shareholders. The Board ultimately concluded that the Consolidation Consideration, of $1.60 per pre-Consolidation Common Share, is substantively and procedurally fair, and that the transaction is in the best interest of the Unaffiliated Shareholders (as defined below).

Substantive and Procedural Factors Considered by the Board as to the Fairness of the Share Capital Amendment

To comply with the requirements of Rule 13e-3 under the Exchange Act, the Board is required to make certain statements as to, among other matters, its belief as to the fairness of the proposed Share Capital Amendment to the Corporation’s unaffiliated Shareholders (being Shareholders who are not affiliates of the Corporation, the “Unaffiliated Shareholders”). The requirements of Rule 13e-3 under the Exchange Act apply to the Share Capital Amendment because it constitutes a ‘going-private transaction’ under applicable Exchange Act rules. The Board analyzed the Share Capital Amendment and its anticipated effects on Shareholders and has determined that the Share Capital Amendment and related SEC Reporting Suspension are substantively and procedurally fair to, and in the best interests of, the Unaffiliated Shareholders, whether they remain as Shareholders following the Share Capital Amendment or receive the Consolidation Consideration for their pre-Consolidation Common Shares. In reaching this conclusion, the Board considered, among other things, the material factors described below, in no particular order and without assigning specific weight to any individual factor.

Procedural Factors Favouring the Share Capital Amendment

Observance of MI 61-101 and Rule 13e-3

The Corporation is observing the requirements of MI 61-101. MI 61-101 establishes a securities regulatory framework that mitigates risks to minority securityholders when a related party or interested party of a reporting issuer, who may have superior access to information or significant influence, is involved in certain transactions. In the context of the Share Capital Amendment, MI 61-101 does this generally by requiring certain enhanced disclosures and the approval by a majority of securityholders excluding any the Common Shares held by interested or related parties (in the case of the Share Capital Amendment, being the directors and senior officers of the Corporation).

In addition, the Share Capital Amendment constitutes a “going-private transaction” under Rule 13e-3 of the Exchange Act. In connection with the Share Capital Amendment, the Corporation has filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with the SEC. Rule 13e-3 establishes a regulatory framework designed to protect unaffiliated securityholders in going-private transactions by requiring, among other things, enhanced disclosure regarding the purposes and reasons for the transaction, the alternatives considered, the fairness of the transaction to unaffiliated securityholders, and the filing of any reports, opinions or appraisals materially related to the transaction. The Corporation’s compliance with the disclosure and procedural requirements of Rule 13e-3, including the filing of the Schedule 13E-3 and the dissemination of the disclosures contained in this Circular, is a further factor supporting the procedural fairness of the proposed Share Capital Amendment.

Approval by the Board

The Board unanimously determined that the Share Capital Amendment is substantively and procedurally fair to, and in the best interests of, the Unaffiliated Shareholders, and approved and recommended that Shareholders approve the Share Capital Amendment Resolution.

The Consolidation Ratio was calculated without bias toward any particular group of Shareholders and will apply equally to all Common Shares. The primary purpose of the Share Capital Amendment is to reduce the number of Holders of Record to fewer than 300 so that the Corporation can suspend its reporting obligations under the Exchange Act. The Consolidation Ratio is primarily the result of calculations to determine how to ensure the number of Holders of Record is reduced to fewer than 300 and can be reasonably expected to remain below 300 for the foreseeable future, so as to avoid risking the possible recommencement of SEC reporting obligations. The Board also considered expected costs of the aggregate Consolidation Consideration and the other incremental benefits of the Consolidation as described under “– Background and Reasons for the Share Capital Amendment; Purpose, Effects, and Alternatives” in finalizing the exact Consolidation Ratio.

Ability to remain a Shareholder of the Corporation

Prior to the Effective Time, a Shareholder with fewer Common Shares than the Consolidation Ratio may elect to remain a Shareholder of the Corporation by acquiring sufficient Common Shares so that they hold at least that number of Common Shares that is equal to or greater than the Consolidation Ratio at any time prior to the Effective Time. The Board considers the structure of the Share Capital Amendment to be fair to all Shareholders in part because it allows for control on the decision of whether to remain a Shareholder of the Corporation following the Consolidation or to receive the Consolidation Consideration offered in connection with the Share Capital Amendment.

Retention of Independent Financial Advisor and Obtaining of Fairness Opinion

The Board retained Segal Valuation and Transaction Advisory LP (“Segal”) as its independent financial advisor and to render a fairness opinion in connection with the Share Capital Amendment. Segal performed financial analyses of the Corporation which the Board reviewed and discussed with representatives of Segal and Segal delivered its opinion to the effect that, as of April 16, 2026, the Consolidation Consideration to be received by Consolidated Shareholders following the Consolidation was fair to such Consolidated Shareholders from a financial point of view. The Board believes that its retention of Segal as an independent financial advisor and the Board’s receipt of Segal’s fairness opinion are factors supporting the procedural fairness of the proposed Share Capital Amendment. See “– Segal Fairness Opinion” and Schedule D – Segal Fairness Opinion.

No unusual conditions to completion of the Share Capital Amendment

The Board also considered the likelihood that the Share Capital Amendment would be implemented. In this regard, the Board considered that there are no unusual requirements or conditions to the Share Capital Amendment and that the Corporation has the financial resources to implement the Share Capital Amendment expeditiously.

Procedural Factors Disfavouring the Share Capital Amendment

No dissent rights

Shareholders are not entitled to any statutory dissent rights with respect to the proposed Share Capital Amendment. For more information, see “– No Dissent Rights”.

No provision has been made for an inspection of records

The Board has not made any provision for granting Unaffiliated Shareholders access to the Corporation’s records, beyond the inspection and other rights that might be available under applicable Canadian law. The Board concluded that the statutory provisions for Shareholder access provided sufficient procedural safeguards.

Substantive Factors Favouring the Share Capital Amendment

Direct cost savings

As discussed above, the Corporation incurs substantial direct costs associated with its status as an Exchange Act reporting company. Among the most significant are the costs associated with compliance with the public reporting obligations imposed by the SEC. The Corporation estimate that it will save approximately $1.4 million during the remainder of 2026 in direct general and administrative costs by completing the SEC Reporting Suspension and approximately $1.9 million on an annualized basis thereafter.

The Share Capital Amendment provides certain Shareholders with Liquidity

As noted above, many Shareholders hold small positions in the Corporation which cannot be cost effectively sold because the brokerage commission in an open market transaction would eliminate most or all of the proceeds to the Shareholder. The Share Capital Amendment will provide Shareholders who hold fewer Common Shares than the Consolidation Ratio the opportunity to liquidate their investment in the Corporation without being required to pay a brokerage commission.

Reduction in administrative burden

The preparation of the Corporation’s U.S. public disclosure and compliance with accounting and other requirements of the Exchange Act associated with being an Exchange Act reporting company are a significant burden on the Corporation’s management, in addition to the financial costs of such compliance. This burden is even more material given the Corporation’s size and relatively limited resources. The Board considers that it is important for the Corporation to be able to refocus its resources and, in particular, its senior management’s attention on the operations of the business and to only comply with the securities law requirements in Canada.

Fairness opinion of Segal

The fairness opinion presented to the Board by Segal and in the form set out in Schedule D – Segal Fairness Opinion, provides that, as of the date thereof and subject to the assumptions, limitations and qualifications set forth therein, the Consolidation Consideration to be provided to Consolidated Shareholders is fair, from a financial point of view. For more information regarding the fairness opinion, see “– Segal Fairness Opinion”.

Continued TSX and OTC Market listing

Following completion of the proposed Share Capital Amendment, the Common Shares will continue to be listed on the TSX and will also continue to be quoted for trading on the OTC Market. Notwithstanding completion of the SEC Reporting Suspension, Shareholders will continue to benefit from having the Common Shares available to trade on the TSX and OTC Market which will preserve liquidity and will allow the Corporation to continue to participate in the capital markets as a public company in Canada.

Substantive Factors Disfavouring the Share Capital Amendment

Cessation of Exchange Act Reporting

Upon completion of the SEC Reporting Suspension, the Corporation’s reporting obligations under the Exchange Act, including the requirement to file and submit annual reports on Form 20-F and reports on Form 6-K with the SEC, will be suspended. Updated information regarding the Corporation’s business, results of operations and financial condition that is currently available to the general public through the Corporation’s SEC filings will not be available through the SEC’s EDGAR system once the Corporation completes the SEC Reporting Suspension. However, the Corporation will continue to comply with its continuous disclosure obligations under applicable Canadian securities laws, including by filing its continuous disclosure documents on its profile on SEDAR+ at www.sedarplus.ca and posting the required documents to its website at www.cosciensbio.com. The Board does not believe this factor makes the Share Capital Amendment unfair to Unaffiliated Shareholders because any detriment to Unaffiliated Shareholders that may result from the SEC Reporting Suspension will be offset by the cost-saving and other benefits of no longer being an Exchange Act reporting company.

Inability to participate in any future increase in the value of Common Shares

Shareholders holding fewer Common Shares than the Consolidation Ratio will receive only the Consolidation Consideration and will have no further equity interest in the Corporation. Accordingly, such Shareholders will no longer have the opportunity to participate in the potential upside of any increase in the value of the Common Shares. However, Shareholders who desire to hold Common Shares following the Share Capital Amendment can do so by acquiring sufficient shares prior to the Effective Time so that they hold a number of Common Shares equal to or greater than the Consolidation Ratio.

Consolidation Consideration Is at a Discount to Recent Market Prices

The Consolidation Consideration of US$1.60 represents a 10.6% discount to the 30 day volume weighted average price (“VWAP”) of US$1.79, and a 14.4% discount to the 90 day VWAP of US$1.87, in each case as of the date of Segal’s fairness opinion.

Segal Fairness Opinion

Background

Following several outreaches to and discussions with possible financial advisors by management and legal counsel, the Board retained Segal pursuant to a letter agreement dated March 6, 2026, to act as its independent financial advisor in evaluating the Share Capital Amendment, including providing the Board with an opinion on the fairness of the Consolidation Consideration (the “Segal Fairness Opinion”), from a financial point of view, to the Consolidated Shareholders.

On April 16, 2026, Segal rendered its oral opinion to the Board to the effect that, as of April 16, 2026, and based upon and subject to the assumptions, qualifications and limitations set forth in the Segal Fairness Opinion, the Consolidation Consideration to be received by Consolidated Shareholders under the proposed Share Capital Amendment was fair to such Consolidated Shareholders from a financial point of view.

The Segal Fairness Opinion was directed to the Board and only addressed the fairness, from a financial point of view, of the Consolidation Consideration to be received by Consolidated Shareholders under the proposed Share Capital Amendment and did not address any other aspect or implication of the Share Capital Amendment. The summary of the Segal Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of its written opinion, which is attached as Schedule D to this Circular and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Segal in preparing its opinion. However, neither Segal’s written opinion nor the summary of its opinion and the related analyses set forth in this Circular are intended to be, and do not constitute advice or a recommendation to any Shareholder as to how such Shareholder should act or vote with respect to the proposed Share Capital Amendment.

Assumptions, Qualifications and Limiting Conditions

For purposes of rendering its opinion, Segal, with the consent of the Board, relied upon and assumed the accuracy and completeness of all the financial and non-financial information provided by the Corporation and its representatives and that such information comprehensively and accurately reflect the business, operations, financial position and operating results of the Corporation as at the date of the Segal Fairness Opinion, without assuming any responsibility for independent verification thereof. Segal also relied on management of the corporation to bring to its attention any matters that would be significant to the Segal Fairness Opinion.

Segal did not make or receive an independent evaluation or appraisal of the tangible and intangible assets of the Corporation, nor did Segal independently corroborate any publicly available information, including industry and statistical information from sources which Segal considered to be reliable. Segal assumed that the terms of the Share Capital Amendment would not differ from the terms provided to Segal, and that no material changes have taken place in the Corporation’s business, operations, underlying assets or future prospects that had not been brought to Segal’s attention since the date at which the latest financial and non-financial information was provided to Segal.

Segal’s opinion does not address the underlying business decision of the Corporation to engage in the Share Capital Amendment or the relative merits of the Share Capital Amendment as compared to any strategic alternatives that may be available to the Corporation; nor does it address any legal, regulatory, tax or accounting matters. Segal’s opinion addresses only the fairness of the Consolidation Consideration, from a financial point of view, to the Consolidated Shareholders, as of the date of its opinion.

Segal’s opinion is necessarily based on the information made available to Segal as of the date of its opinion, and Segal further disclaims any obligation to advise any person of any change in any fact or matter affecting the Segal Fairness Opinion which may come, or be brought, to Segal’s attention following the effective date of the Segal Fairness Opinion.

Segal’s analyses were further predicated on the following assumptions:

The complete assumptions, qualifications and limiting conditions that comprise the Segal Fairness Opinion are set forth in Schedule D – Segal Fairness Opinion.

Scope of Review

In connection with its opinion, Segal made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Segal reviewed and relied upon:

Segal’s complete scope of review are set forth in Schedule D – Segal Fairness Opinion.

Summary of Financial Analyses Performed by Segal

The following is a summary of the material financial analysis delivered by Segal to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Segal. All methods were considered in the aggregate, and no preference was given to a particular methodology over others. Multiple valuation methodologies were used to support a wholesome analysis and arrive at a reasonable range of fair values. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 15, 2026, the last trading day before Segal’s presentation of its analysis to the Board and is not necessarily indicative of current market conditions.

Segal evaluated the fairness, from a financial point of view, of the Consolidation Consideration using multiple valuation methodologies. The selection of these methodologies reflected Segal’s judgment as to approaches commonly used in similar circumstances. Segal considered the results of its analyses as a whole and did not attribute any particular weight to any single analysis. Segal used the following financial analyses to determine a range of fair values of the Common Shares in order to evaluate the fairness of the Consolidation Consideration:

Comparable Publicly Traded Company Analysis

Underlying the comparable publicly traded company analysis is the premise that comparable businesses have similar fundamental economics, and it is therefore possible to determine the value of a business based on financial or operating metrics of other similar companies. Multiples are typically driven by metrics and factors that impact profit and risk.

Segal reviewed market valuation multiples for selected publicly traded companies operating in the similar industries to the Corporation (as shown in the table below), including those engaged in the development and / or manufacturing of active ingredients for the nutraceutical and cosmeceutical industries. In assessing comparability, Segal considered differences in products and services. revenue scale, profitability, growth prospects, customer concentration, geographic exposure and capital structure and noted that none of the selected comparable companies were identical to the Corporation.

Segal observed that revenue-based valuation multiples for larger comparable companies tended to cluster within a relatively narrow range, while smaller companies exhibited significantly wider dispersion, with higher revenue multiples attributed to those companies with strong historical growth or a promise of future growth.

Segal considered that a number of the similarly sized companies had more significant recent growth or future growth prospects and accordingly determined that a revenue multiple range of approximately 0.5x to 1.0x was appropriate to apply to the Corporation’s 2025 active ingredient business revenue, which implied an equity value range of approximately $3.56 million to $7.11 million, equivalent to a range of $0.95 to $1.89 per Common Share on a fully diluted basis. Segal determined the low revenue multiple is appropriate given the Corporation’s relative size, profitability, growth rate, short-term outlook and customer concentration.

Comparable Transaction Analysis

As shown in the table below, Segal reviewed selected precedent transactions involving acquisitions of companies in similar industries and assessed implied valuation multiples observed in those transactions. The target companies used in the comparable transaction analysis were comparable in size to the Corporation, with a median and mean revenue of $7 million and $29 million, respectively. However, none of the target companies were identical to the Corporation with differences relating to the nature operations, product and service offering, size, profitability and geography.

Segal noted that certain transactions reflected strategic or synergistic considerations and involved targets that were larger or more profitable than the Corporation. Segal also considered that certain of the target entities, particularly those that were significantly larger than the Corporation, operated primarily outside of North America where the regulatory environment and consumer markets may be materially different.

After adjusting for these factors, Segal concluded that a revenue multiple range of approximately 0.5x to 1.0x was appropriate to apply to the Corporation’s 2025 active ingredient business revenue, resulting in an implied equity value range consistent with that derived from the comparable public company analysis.

Book Value Analysis

Segal reviewed the Corporation’s reported book value at December 31, 2025 of $3.8 million, as well as the estimated book value as at March 31, 2026, based on management’s preliminary assessment and assuming the Corporation’s German subsidiaries were not consolidated. Segal than adjusted the estimated book value downward to reflect, among other things, going concern considerations (as articulated in the Corporation’s financial statements), and uncertainty related to the timing, process, and ultimate outcome of the insolvency proceedings in respect of the Corporation’s German subsidiaries. Based on this analysis, Segal derived an implied equity value range of $3.84 million to $7.0 million, equivalent to a range of $1.02 to $1.86 per Common Share on a fully diluted basis.

Discounted Cash Flow Analysis

Segal performed a discounted cash flow analysis extending through fiscal year 2029 and a terminal value thereafter. Segal’s analysis was based on management’s forecast for the active ingredients business for years 2026 through 2029 and a forecast of corporate expenses for years 2026 and 2027. Management’s forecasts made certain assumptions based on historical trends and currently available information, including but not limited to: (i) no loss of existing customers during the applicable period, and (ii) no new revenue from new customers in the Corporation’s active ingredients segments or any new business lines or corporate development during the applicable period. Management then provided adjustments to the corporate forecast that assume the completion of the Share Capital Amendment (with costs substantively similar to those set forth under “– Source of Funds”) and the SEC Reporting Suspension and the expected cost savings as a result thereof (with cost savings substantively similar to those set forth under “– Background and Reasons for the Share Capital Amendment; Purpose, Effects, and Alternatives – SEC Reporting Suspension & Related Cost Savings”). Such forecast information is reflected in the first table below. In completing its discounted cash flow analysis, Segal further assumed the reduced corporate costs following completion of the SEC Reporting Suspension would continue and grow at an inflationary rate.

The selected discount rates were based on the Corporation’s estimated weighted average cost of capital (“WACC”), and the cost of equity was determined using the capital asset pricing model with assumptions regarding risk-free rates, equity risk premiums, size premiums and company-specific risk, which among other things, considered the conservative growth assumptions of the Corporation. In determining the WACC, Segal considered the average beta and median debt-to-equity ratio of publicly traded nutraceutical and biopharma companies, and the overall discount rate was commensurate with the underlying risk provided in management’s forecast. Segal further considered the value of the Corporation’s tax losses, taking into account the prevailing tax rate and the timing and likelihood of utilization. This analysis implied an equity value range of approximately $5.02 million to $5.28 million, equivalent to a range of $1.33 to $1.40 per Common Share on a fully diluted basis.

Discounted Cash Flow Analysis

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Neither the Corporation’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the foregoing financial outlook, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, such financial outlook.

The foregoing should be read in conjunction with the section titled “Forward Looking Information” of this Circular.

Conclusion

Based upon and subject to the foregoing, Segal is of the opinion that, as of April 16, 2026, the Consolidation Consideration to be received by Consolidated Shareholders under the proposed Share Capital Amendment is fair from a financial point of view to such Consolidated Shareholders.

The full text of the written Segal Fairness Opinion, which sets out, among other things, assumptions made, information reviewed, matters considered and limitations on the scope of review undertaken in rendering such opinion is attached as Schedule D.

The Segal Fairness Opinion, based upon and subject to its scope of review, assumptions, limitations and qualifications, addresses the fairness, from a financial point of view, of the Consolidation Consideration pursuant to the Share Capital Amendment and does not address any other aspect of the Share Capital Amendment or any related transaction, including any legal, tax or regulatory aspects of the Share Capital Amendment to the Corporation or the Shareholders.

Segal provided the Segal Fairness Opinion to the Board for its exclusive use only in considering the Share Capital Amendment. The Segal Fairness Opinion may not be relied upon by any other person and does not address the relative merits of the Share Capital Amendment as compared to any other strategic alternatives that may be available to the Corporation.

Shareholders are urged to read the Segal Fairness Opinion in its entirety. This summary of the Segal Fairness Opinion is qualified in its entirety by the full text of the Segal Fairness Opinion. See Schedule D for a full copy of the Segal Fairness Opinion.

Other Matters

Segal was engaged pursuant to a letter agreement dated March 6, 2026, to render an opinion to the Board with respect to the fairness from a financial point of view of the Consolidation Consideration to be received by Consolidated Shareholders under the proposed Share Capital Amendment for a flat fee of C$45,000. The Corporation has also agreed to indemnify Segal and certain related parties for any claims or expenses (including, without limitation, reasonable and documented out-of-pocket legal expenses) arising out of its engagement.

The Board determined, based in part on representations made to it by Segal, that Segal was independent from COSCIENS within the meaning of applicable securities laws and qualified to prepare the fairness opinion. Segal subsequently confirmed its independence in the presentation provided to the Board.

The Board selected Segal as its independent financial advisor in part because of its experience as an independent Canadian financial advisory firm that provides transaction advisory services in the areas of business and securities valuations, corporate finance, and mergers and acquisition. Segal has experience advising on the fairness of transactions involving privately held and publicly traded companies.

Trading in Common Shares

The Common Shares trade on the TSX under the symbol “CSCI” and are quoted on the “over-the-counter” market the (“OTC Market”) under the symbol “CSCIF”. The Corporation’s Common Shares were previously traded on NASDAQ from August 9, 2024 until September 5, 2025, under the symbol “CSCI” and under the symbol “AEZS” from November 20, 2015 until August 8, 2024.

The following table sets forth, for the periods indicated, the high and low trading prices (based on intra-day prices) in Canadian dollars and aggregate trading volumes of the Common Shares on the TSX:

The following table sets forth, for the periods indicated, the high and low trading prices (based on intra-day prices) in U.S. dollars and aggregate trading volumes of the Common Shares on the OTC Market or NASDAQ:

Dividends

The Corporation has never declared or paid any dividends on the Common Shares and does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends is subject to the discretion of the Board and will depend upon various factors, including the Corporation’s results of operations and financial condition.

Effect on Warrants, Options and DSUs

The effect of the Share Capital Amendment on any outstanding warrants, options or DSUs of the Corporation will be to increase any exercise or conversion price by a multiple of three (3), and to decrease the number of underlying Common Shares by a factor of three (3). For example, the warrants outstanding under the Warrant Indenture dated as of May 31, 2024, which warrants currently represent the right to purchase one (1) Common Share for an exercise price of US$0.01; following the Effective Date, such that warrants shall represent the right to purchase one-third (1/3) of a Common Share for an exercise price of US$0.03.

TSX Approval

Assuming Shareholder approval is received at the Meeting, the Share Capital Amendment will be subject to the approval of the TSX.

No Dissent Rights

Under the CBCA, certain corporate actions, including amalgamations, continuances, sales of all or substantially all of the assets of a corporation, and other amendments to a corporation’s articles provide for dissent rights. However, a share consolidation effected by way of articles of amendment under the CBCA is not one of the corporate actions for which dissent rights are provided under subsection 190(1) of the CBCA, and Shareholders are not entitled to exercise any statutory dissent rights under the CBCA with respect to the proposed Share Capital Amendment. To the extent a Shareholder desires to be included or excluded from the effect of the Share Capital Amendment, such Shareholder may purchase additional Common Shares so as to hold a number of Common Shares equal to or greater than the Consolidation Ratio, or sell Common Shares, as the case may be, prior to the Effective Time.

Procedural Steps

If the Share Capital Amendment is approved at the Meeting, Shareholders will be required to take the specific actions set out below.

Registered Shareholders holding fewer Common Shares than the Consolidation Ratio

In order to receive payment of the Consolidation Consideration, registered Shareholders who own any Common Shares represented by shares certificates or DRS positions of less than the Consolidation Ratio (individually, and not in the aggregate) immediately prior to the Effective Time must complete and sign the Letter of Transmittal enclosed with this Circular and return it, together with the certificate(s) or DRS Advice(s) representing such Common Shares, as applicable, to Computershare. Each share certificate or DRS Advice that represents Common Shares less than the Consolidation Ratio will entitle a registered Shareholder to receive the Consolidation Consideration.

Registered Shareholders holding a number of Common Shares equal to or greater than the Consolidation Ratio

In connection with the Share Capital Amendment, the Corporation is required to obtain a new CUSIP number to be assigned to the Common Shares and registered Remaining Shareholders will be entitled to a fewer number of Common Shares than held prior to the Effective Time. Accordingly, registered holders who own any Common Shares represented by share certificates or DRS positions equal to or greater than the Consolidation Ratio (individually, and not in the aggregate) immediately prior to the Effective Time must complete and sign the Letter of Transmittal enclosed with this Circular and return it, together with the certificate(s) or DRS Advice(s) representing such Common Shares, as applicable, to Computershare. For each share certificate or DRS Advice that represents Common Shares equal to or greater than the Consolidation Ratio, a new DRS Advice will then be sent to the registered Shareholder reflecting the new number of Common Shares such Shareholder is entitled to following the Share Capital Amendment and the new CUSIP number.

Beneficial Shareholders holding fewer Common Shares than the Consolidation Ratio

Only registered Shareholders are required to complete, sign and submit the appropriate Letter of Transmittal as described above. Beneficial Shareholders who own Common Shares beneficially (a) through an intermediary (including, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans and similar plans), or (b) in the name of a clearing agency (such as CDS), are not required to submit a Letter of Transmittal. The intermediary or the clearing agency, as the case may be, will take the appropriate steps and arrange for payment of any Consolidation Consideration to such beneficial Shareholders.

Intermediaries will be required, using the electronic systems of CDS or DTC as may be applicable, to advise the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada, prior to the Effective Date of the number of Shareholders who are holding fewer Common Shares than the Consolidation Ratio and the number of Common Shares so held for the purposes of determining the number of beneficial Shareholders affected by the Share Capital Amendment and the number of Common Shares which will be eliminated pursuant to the Share Capital Amendment.

Beneficial Shareholders holding a number of Common Shares equal to or greater than the Consolidation Ratio

Only registered Shareholders are required to complete, sign and submit the appropriate Letter of Transmittal as described above. Beneficial Shareholders who own Common Shares beneficially (a) through an intermediary (including, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans and similar plans), or (b) in the name of a clearing agency (such as CDS), are not required to submit a Letter of Transmittal. The intermediary or the clearing agency, as the case may be, will take the appropriate steps to ensure that the beneficial Shareholders’ accounts are adjusted to reflect the new number of Common Shares such Shareholder is entitled to following the Share Capital Amendment and the new CUSIP number.

Shareholders with positions (i.e. individual share certificates or individual accounts) representing a number of Common Shares less than the Consolidation Ratio (individually, and not the in aggregate) who wish to remain a Shareholder following the Share Capital Amendment can purchase such additional Common Shares in that position that would result in such Shareholder holding at least one (1) whole post-Consolidation Common Share at the Effective Time.

Certain Canadian Income Tax Considerations

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations generally applicable to a holder who holds the Common Shares as capital property, deals at arm’s length with the Corporation, and is not affiliated with the Corporation (a “Holder”). Generally, the Common Shares will be considered to be capital property to a Holder provided the Holder does not hold the Common Shares in the course of carrying on a business of trading or dealing in securities and has not acquired the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a partnership; (ii) that is a “financial institution” (as defined in the Income Tax Act (Canada) (the “Tax Act”) for purposes of the mark-to-market rules); (iii) that is a “specified financial institution” (as defined in the Tax Act); (iv) an interest in which is or would be a “tax shelter investment” (as defined in the Tax Act); (v) that has entered or will enter into a “derivative forward agreement”, a “synthetic disposition arrangement”, or a “dividend rental arrangement” (as defined in the Tax Act) in respect of the Common Shares; or (vi) who has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian dollars. Any such Holders should consult their own tax advisors with respect to an investment in the Common Shares.

This summary is based upon the facts set out in this circular, the assumptions set out herein, current provisions of the Tax Act and the Regulations, taking into account all proposed amendments to the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“Tax Proposals”), and an understanding of the current administrative practices and assessing policies published in writing by the Canada Revenue Agency prior to the date hereof. This summary assumes the Tax Proposals will be enacted in the form proposed; however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, or at all. The summary is not exhaustive of all possible income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in the law, whether by way of legislative, governmental or judicial decision or action, or in the administrative practices or assessing policies of the Canada Revenue Agency, nor does it take into account tax laws of countries other than Canada or any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from the tax considerations described herein.

The income and other tax consequences of acquiring, holding or disposing of Common Shares will vary depending on the particular circumstances of the Holder. Accordingly, this summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular or prospective Holder, and no representations with respect to the income tax consequences to any Holder or prospective Holder are made. Consequently, prospective Holders should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring Common Shares having regard to their particular circumstances.

Canadian Currency

For purposes of the Tax Act, all amounts relating to acquiring, holding or disposing of Common Shares (including, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. For purposes of the Tax Act, amounts denominated in a foreign currency generally must be converted into Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules in the Tax Act in that regard.

Classification of Consolidation Consideration

The Consolidation Consideration to be paid to a Holder is expected to be less than the “paid up capital” (as defined for purposes of the Tax Act) of the related Common Shares, and the payment of the Consolidation Consideration is not expected to be classified as a taxable dividend for purposes of the Tax Act.

Accordingly, recipients of the Consolidation Consideration would ordinarily classify the Consolidation Consideration to be proceeds of disposition of their Common Shares and would report the transaction as any other share dispositions.

Consolidation of Common Shares

The Remaining Shareholders should not be considered to have disposed of their Common Shares. The aggregate adjusted cost base of the Common Shares held by such Remaining Shareholders immediately after completion of the Share Capital Amendment should be equal to the adjusted cost base to such Shareholder of all its Common Shares immediately before the Share Capital Amendment.

Canadian Resident Holders

The following portion of this summary applies to a Holder who, for purposes of the Tax Act and at all relevant times, is resident, or is deemed to be resident, in Canada and is not a Remaining Common Shareholder (each a “Canadian Holder”).

Certain Canadian Holders whose Common Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Common Shares, and every other “Canadian security” (as defined by the Tax Act) owned by such Canadian Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Canadian Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

A Canadian Holder will be considered to have disposed of their Common Shares for a capital gain (or capital loss) equal to the amount, if any, by which the Consolidation Consideration paid in respect of such Common Shares, net of any reasonable costs of disposition, exceed (or are less than) the “adjusted cost base” (for the purposes of the Tax Act) of the Common Shares to the Canadian Holder immediately before the disposition.

One-half of the amount of any capital gain (a “taxable capital gain”) realized by a Canadian Holder on a disposition of Common Shares in a taxation year must be included in computing such Canadian Holder’s income for that year, and one-half of any capital loss (an “allowable capital loss”) realized by a Canadian Holder on a disposition of Common Shares in a taxation year must be deducted from any taxable capital gains realized by the Canadian Holder in the year, subject to and in accordance with the provisions of the Tax Act. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such years, subject to and in accordance with the provisions of the Tax Act.

A capital gain realized by a Canadian Holder who is an individual or trust (other than certain specified trusts) may give rise to a liability for alternative minimum tax, as calculated under the detailed rules set out in the Tax Act. Canadian Holders who are individuals should consult their tax advisors in this regard.

A “Canadian-controlled private corporation” (as defined in the Tax Act) or a “substantive CCPC” (as defined in the Tax Act) that disposes of Common Shares may be liable to pay an additional tax, which is refundable, under certain circumstances, on certain investment income for the year, including amounts in respect of taxable capital gains.

Non-Resident Holders

This portion of the summary applies to a Holder who, at all relevant times, for purposes of the Tax Act is not, and is not deemed to be, resident in Canada and is not a Remaining Common Shareholder (each a “Non-Resident Holder”) This summary does not apply to a Non-Resident Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act) and such holders should consult their own tax advisors.

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of Common Shares unless the Common Shares were to be classified as being “taxable Canadian property” under the Tax Act. A common share will not be “taxable Canadian property” (within the meaning of the Tax Act) of a Non-Resident Holder at a particular time provided that the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX) unless, at any time during the 60-month period that ends at that time (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length (for the purposes of the Tax Act), and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the capital stock of the Corporation, and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of: (a) real or immovable properties situated in Canada, (b) “Canadian resource properties”, (c) “timber resource properties”, and (d) options in respect of, or interests in, or for civil law rights in, any of the foregoing property whether or not the property exists, each term as defined in the Tax Act (such share being a “Taxable Canadian Share”). Management of the Corporation does not anticipate that the Common Shares are classified as a Taxable Canadian Share.

Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the Common Shares may be deemed to be taxable Canadian property. Any Non-Resident Holder whose Common Shares are classified as taxable Canadian property should consult their own tax advisors.

Certain U.S. Federal Income Tax Considerations

The following discussion is a general summary of certain U.S. federal income tax considerations of the Consolidation and Split that may be relevant to U.S. Holders (as defined below) that hold Common Shares as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This summary is based upon the current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, published administrative rulings and judicial decisions as of the date hereof, all of which may change, possibly with retroactive effect, resulting in U.S. federal income tax consequences that may differ from those discussed below.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Common Shares that for U.S. federal income tax purposes is: (1) an individual citizen or resident of the United States; (2) a corporation (including any entity classified as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect to be treated as a U.S. person.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a U.S. Holder in light of its particular circumstances or to U.S. Holders that may be subject to special tax rules, including: (i) U.S. Holders subject to the alternative minimum tax; (ii) banks, insurance companies, or other financial institutions; (iii) tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) partnerships (or other flow-through entities for U.S. federal income tax purposes and their partners or members); (vii) traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; (viii) U.S. Holders whose “functional currency” is not the U.S. dollar; (ix) U.S. Holders holding Common Shares as a position in a hedging transaction, “straddle”, “conversion transaction”, constructive sale, or other arrangement involving more than one position; (x) U.S. Holders who acquired our Common Shares in connection with employment or otherwise in connection with the performance of services; (xi) U.S. expatriates; (xii) U.S. Holders that own (directly, indirectly, or by attribution) 10% or more, by voting power or value, of our issued and outstanding Common Shares; or (xiii) U.S. Holders that are required to accelerate the recognition of any item of gross income with respect to our Common Shares as a result of such income being recognized on an applicable financial statement.

If a partnership (including any entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our Common Shares, the tax treatment of a holder that is a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. This summary does not address the tax consequences to any such partnership or partner. Such a partnership or partner should consult its own tax advisor as to the tax consequences of the Consolidation and Split to it in light of its own circumstances.

We have not sought, and will not seek, an opinion of counsel or a ruling from the U.S. Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the Consolidation and Split and there can be no assurance that the IRS will not challenge the statements and conclusions set forth below or that a court would not sustain any such challenge. The following summary does not address any U.S. state, local or non-U.S. tax consequences, any estate, gift or other non-U.S. federal income tax consequences, or the Medicare tax on net investment income.

EACH U.S. HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE CONSOLIDATION AND SPLIT TO SUCH HOLDER IN LIGHT OF ITS OWN CIRCUMSTANCES.

Tax Consequences of the Consolidation and Split

The Consolidation and Split are intended to be treated as one or more “recapitalizations” for U.S. federal income tax purposes. As a result and subject to the discussion below under the heading “Passive Foreign Investment Company Considerations”, a U.S. Holder should not recognize gain or loss as a result of the Consolidation and Split, except with respect to the receipt of Consolidation Consideration. A U.S. Holder’s aggregate tax basis in the post-Consolidation Common Shares received pursuant to the Consolidation and Split should equal the aggregate tax basis of the pre-Consolidation Common Shares held by such U.S. Holder, and such U.S. Holder’s holding period in the post-Consolidation Common Shares should include the holding period of its pre-Consolidation Common Shares. U.S. Holders that acquired Common Shares on different dates and at different prices should consult their own tax advisors regarding the allocation of the tax basis and holding period of their post-Consolidation Common Shares.

Subject to the discussion below under the heading “Passive Foreign Investment Company Considerations”, a U.S. Holder that receives Consolidation Consideration should recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. Holder’s tax basis in the Common Shares that the U.S. Holder held prior to the Consolidation. The capital gain or loss should be long term capital gain or loss if the U.S. Holder’s holding period for its pre-Consolidation Common Shares exceeds one year at the effective time. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. Deductions for capital losses are subject to substantial limitations.

Passive Foreign Investment Company Considerations

Adverse U.S. federal income tax rules generally apply to U.S. Holders who directly or indirectly hold stock of a passive foreign investment company (“PFIC”). We would be classified as a PFIC for U.S. federal income tax purposes for a taxable year if (i) at least 75% of our gross income is “passive income” or (ii) at least 50% of the average value of our assets, including goodwill (based on annual quarterly average), is attributable to assets which produce passive income or are held for the production of passive income.

The determination of whether we are, have been, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to various interpretations. Although the matter is not free from doubt, we believe that we were not a PFIC during our taxable year ended December 31, 2025, and will not likely be a PFIC during our taxable year ending December 31, 2026. We also believe that, while we were a PFIC for our 2015 taxable year, we have not been a PFIC for any taxable year thereafter. Because PFIC status is based on our income, assets and activities for the entire taxable year, and our market capitalization, it is not possible to determine whether we will be characterized as a PFIC for the taxable year ending December 31, 2026, until after the close of the taxable year. The tests for determining PFIC status are subject to a number of uncertainties. These tests are applied annually, and it is difficult to accurately predict future income, assets and activities relevant to this determination. In addition, because the market price of our Common Shares is likely to fluctuate, the market price may affect the determination of whether we will be considered a PFIC. There can be no assurance that we will not be considered a PFIC for any taxable year (including our taxable year ending December 31, 2026).

While we do not believe that we are currently are a PFIC, if we were treated as a PFIC for any taxable year during which a U.S. Holder held Common Shares, certain adverse U.S. federal income tax consequences could apply to a U.S. Holder as a result of the Consolidation and Split. Therefore, U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the Consolidation and Split to them in light of their own circumstances.

Information Reporting and Backup Withholding

A payment of cash Consolidation Consideration that is made within the United States or conducted through certain U.S.-related financial intermediaries generally is subject to U.S. information reporting, and may be subject to U.S. federal backup withholding (currently at the rate of 24%), unless: (i) the U.S. Holder is a corporation or other exempt recipient; or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. U.S. Holders should consult their own tax advisers regarding the application of the U.S. information reporting and backup withholding rules to them in light of their own circumstances.

Persons/Assets Retained, Employed, Compensated or Used

In connection with the Share Capital Amendment, the Corporation has retained the following persons to make solicitations or recommendations to Shareholders:

Segal has been retained as the Corporation’s independent financial advisor in connection with the Share Capital Amendment. Segal will receive a fee of C$45,000 for its services, none of which is contingent upon the consummation of the Share Capital Amendment.

Borden Ladner Gervais LLP has been retained as Canadian legal counsel to the Corporation in connection with the Share Capital Amendment. Norton Rose Fulbright US LLP has been retained as U.S. legal counsel to the Corporation in connection with the Share Capital Amendment.

Computershare Trust Company of Canada acts as the Corporation’s registrar and transfer agent. An affiliate of Computershare Trust Company of Canada, Computershare Investor Services Inc., has been retained as depositary and exchange agent in connection with the Share Capital Amendment.

None of the foregoing persons has been retained on the basis of any arrangement or understanding, written or oral, that any such person will receive any benefit from the Corporation in connection with the Share Capital Amendment other than as described above.

Financial Information

Financial Statements

The following financial statements regarding the Corporation is incorporated by reference herein:

The Corporation’s audited consolidated financial statements for the fiscal years ended December 31, 2025 and 2024, together with the notes thereto and the report of the independent registered public accounting firm thereon, are included in the Corporation’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 25, 2026, and are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Net Book Value

The net book value per Common Share as of December 31, 2025 was $1.21. The Consolidation Consideration of $1.30 per pre-Consolidation Common Share represents a premium of approximately 7.44% to the net book value per Common Share as of December 31, 2025.

Pro Forma Information

It is expected that approximately 6.79% of the pre-Consolidation Common Shares (or approximately 216,295 Common Shares) will be eliminated by the Consolidation, which pre-Consolidation Common Shares will be paid out by the Corporation for an aggregate Consolidation Consideration of approximately $346,072.

The Common Shares of the Remaining Shareholders (i.e., the holders of Common Shares not so eliminated by the Consolidation) will, immediately following the Consolidation, be subject to the Split. No fractional Common Shares will be issued to Remaining Shareholders as a result of the Split and any fractional interest in Common Shares that would otherwise result from the Split will be rounded down to the nearest whole Common Share without any compensation therefor. Accordingly, as a result of the Share Capital Amendment, the number of Common Shares held by Remaining Shareholders will be approximately one-third the number of Common Shares held by such Remaining Shareholders immediately prior to the Share Capital Amendment (subject to rounding of fractional interests). Notwithstanding the reduction in the absolute number of Common Shares issued and outstanding as a result of (i) the elimination of the Consolidated Shareholders, and (ii) the net effect of the Share Capital Amendment, the shareholdings of Remaining Shareholders, as a percentage of the total issued and outstanding Common Shares, will be slightly increased.

Our audited financial statements included in our Annual Reports on Form 20-F, which are incorporated by reference, do not reflect the Share Capital Amendment. Accordingly, the following table sets the expected impact of the Share Capital Amendment on the metrics set out below, on a pro forma basis, after giving effect to the Share Capital Amendment:

Past Contacts, Transactions, Negotiations and Agreements with Related Parties

Effective March 1, 2026, Goodwood Inc., an investment fund manager, formerly controlled by Peter Puccetti, was sold to a third party, Nour Private Management Inc., an affiliate of Nour Private Wealth Inc., and as a result of the transaction, Mr. Puccetti ceased to have beneficial ownership or control over the securities held in the Goodwood Fund (a mutual fund managed by Goodwood Inc.), which included 241,570 Common Shares. Following the transaction, and as of the date of this circular, Mr. Puccetti has beneficial ownership or control over a total of 15,687 Common Shares. Other than the foregoing, none of the directors or executive officers of the Corporation has purchased or sold any Common Share during the past 60 days.

The following table sets forth all transactions in the Common Shares effected by the Corporation’s directors and executive officers during the past two years:

(1) All transactions of Common Shares by Peter Puccetti, as reflected in the foregoing table, were effected by either Goodwood Fund or Puccetti Funds Management Inc., through which Mr. Puccetti was deemed to beneficially own or control the Common Shares. In addition, Mr. Puccetti joined the Corporation as a director effective May 30, 2025 and many of the transactions reflected in the foregoing table occurred prior to such time. Information concerning such transactions (which occurred prior to Mr. Puccetti becoming a director or executive officer) is publicly available dating back to July 2024 as a result of filings made pursuant to Section 13 of the Exchange Act and such information has been reproduced here.

(2) Carolyn Egbert resigned from the Board on October 8, 2024. Genevieve Foster and William Li resigned from the Board on May 30, 2025.

(3) Effective March 1, 2026, Goodwood Inc., an investment fund manager, formerly controlled by Peter Puccetti, was sold to a third party, Nour Private Management Inc., an affiliate of Nour Private Wealth Inc., and as a result of the transaction, Mr. Puccetti ceased to have beneficial ownership or control over the securities held in the Goodwood Fund (a mutual fund managed by Goodwood Inc.), which included 241,570 Common Shares.

Reconstitution of Board

Other than as described below, during the past two years, there have been no negotiations, transactions or material contacts between the Corporation or any of its affiliates, on the one hand, and any of the Corporation’s directors, executive officers or affiliates, on the other hand, concerning any merger, consolidation, acquisition, tender offer, election of directors or sale or transfer of a material amount of assets of the Corporation.

On May 30, 2025, the Corporation entered into a resolution agreement (the “Resolution Agreement”) with Goodwood Inc., Goodwood Fund and Puccetti Funds Management Inc. to resolve matters relating to the 2025 annual and special meeting of the Corporation’s Shareholders. Pursuant to the Resolution Agreement, the Corporation implemented a consensual reconstitution of its board of directors, which resulted in the Board being reconstituted, on May 30, 2025, to comprise the following six directors: Anthony J. Giovinazzo, Ulrich Kosciessa, Ronald W. Miller, Peter H. Puccetti, Robert A. Seager and David Spear.

Background to the Share Capital Amendment

The following is a summary of the material contacts, negotiations and transactions that have occurred during the past two years that are relevant to the Share Capital Amendment:

Purposes of the Transaction and Plans or Proposals

The primary purpose of the Share Capital Amendment is to reduce the number of Holders of Record to fewer than 300, which will enable the Corporation to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act. The Corporation intends to remain listed on the TSX and to continue to have its Common Shares quoted for trading on the OTC Market. The Corporation also intends to continue to meet its public reporting obligations as a “reporting issuer” under applicable Canadian securities laws.

Following the Share Capital Amendment, the Corporation expects its business and operations to continue as they are currently being conducted. The Corporation has no current plans or proposals to effect any extraordinary corporate transaction such as a merger, reorganization, sale or liquidation, to change its senior management, to change materially its capitalization, or otherwise to effect any material change in its corporate structure or business, other than as disclosed in this Circular.

Solicitation or Recommendation

The Board unanimously recommends that Shareholders vote FOR the Share Capital Amendment Resolution. The Board’s recommendation is based on the factors described under “– Substantive and Procedural Factors Considered by the Board as to the Fairness of the Share Capital Amendment” above.

The Board has determined that the Share Capital Amendment is substantively and procedurally fair to, and in the best interests of, the Unaffiliated Shareholders, whether they remain as Shareholders following the Share Capital Amendment or receive the Consolidation Consideration for their pre-Consolidation Common Shares. The Board believes that the anticipated cost savings from the SEC Reporting Suspension, the continued listing of the Common Shares on the TSX and quoting on the OTC Market, the fairness of the Consolidation Consideration (as supported by the fairness opinion of Segal), and the ability of Shareholders to acquire additional Common Shares prior to the Effective Time in order to remain Shareholders, collectively support the Board’s determination that the Share Capital Amendment is fair to Unaffiliated Shareholders.

No director of the Corporation has expressed a view that differs from the Board’s unanimous recommendation.

Neither the Corporation nor the Board makes any recommendation as to whether Shareholders holding fewer Common Shares than the Consolidation Ratio should acquire additional Common Shares in order to hold a number of Common Shares equal to or greater than the Consolidation Ratio prior to the Effective Time, or whether such Shareholders should take no action and receive the Consolidation Consideration. Each Shareholder must make his, her or its own decision regarding the Share Capital Amendment based on such Shareholder’s particular circumstances.

Interest in Securities of the Corporation

The following table sets forth, as of [______], 2026, the number of Common Shares beneficially owned, or over which control or direction is exercised by each director and executive officer of the Corporation, and the percentage of the issued and outstanding Common Shares represented thereby: