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Biomark Diagnostics Inc. Proxy Solicitation & Information Statement 2025

Nov 22, 2025

47245_rns_2025-11-21_6ff70716-e3bd-4acc-b2ea-3225cc33834d.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting of shareholders (the Meeting ) of BioMark Diagnostics Inc. (the Company ) will be held at 145 10451 Shellbridge Way, Richmond, BC V6X 2W8 on Monday, December 22, 2025, at 9:00 a.m. (Vancouver Time) for the following purposes: 1. to receive the audited consolidated financial statements of the Company for its fiscal year ended March 31, 2025, and the report of auditors thereon;

  1. to fix the number of directors for the ensuing year at four (4);

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

  3. to appoint MNP LLP, Chartered Professional Accountants, as auditors for the Company for the ensuing year and to authorize the directors to fix their remuneration;

  4. to approve the Company s Stock Option Plan (2025), as more particularly set out in the Circular (as defined below); and

  5. to transact such other business as may properly come before the Meeting.

Accompanying this Notice of Meeting are a Management Information Circular ( Circular ) and Proxy.

The Directors have fixed the close of business on November 5, 2025, as the record date for determination of shareholders entitled to notice of and the right to vote at the Meeting either in person or by proxy. A shareholder who is unable to attend the Meeting in person and who wishes to ensure that their shares will be voted at the Meeting, is requested to complete, date and execute the enclosed form of Proxy and - deliver it to the Company s transfer agent: Endeavor Trust Corporation, Suite 702 777 Hornby Street, Vancouver, BC, V6Z 1S4, FACSIMILE at 1-604-559-8908, or e-mail at [email protected] by fax, hand, e-mail or by mail in accordance with the instructions set out in the form of Proxy.

The Company has elected to use the notice & access provisions (the notice-and-access provisions ) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations for the Meeting. Notice-andaccess provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing the Company to post the information circular and any additional Meeting materials online. Shareholders will still receive this Notice of Meeting and a form of proxy (or voting instruction form if applicable) and may choose to receive a paper copy of the Circular. The Company will not use procedures known as stratification in relation to its use of the notice-and-access provisions in relation to the Meeting. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the relevant Circular to some, but not all, shareholders with the notice package in relation to the relevant meeting.

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The Meeting materials, including this Notice of Meeting, are available on the Company s website at https://www.biomarkdiagnostics.com/ and will remain on the website for at least one full year from the date of this Notice of Meeting. The Meeting materials are also available under the Company s profile on SEDAR+ at www.sedarplus.ca.

Shareholders may request paper copies of the Circular and other meeting materials, including the audited consolidated financial statements of the Corporation for the year ended March 31, 2025, and the report of the auditors thereon and related Management s Discussion and Analysis, by first class mail, courier or the equivalent at no cost to the shareholder. Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888. Requests may be made up to one year from the date the Circular was filed on SEDAR+.

For Shareholders who wish to receive paper copies of the Circular in advance of the voting deadline, requests must be received no later than December 10, 2025. The Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Circular will be sent to such Shareholders within ten days of their request.

Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888.

If you are a registered shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy for the Meeting and deposit it with Endeavor Trust Corporation, Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4, before 9:00 a.m. (Pacific time), on December 18, 2025, or no later than 48 hours (excluding Saturdays, Sundays, and holidays) before any adjournment of the Meeting.

If you are a non-registered shareholder of the Company and receive these materials through your broker or another intermediary, please complete and return the request for voting instructions in accordance with the instructions provided to you by your broker or such other intermediary.

DATED at Richmond, British Columbia on November 12, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

Rashid Ahmed Maula Bux

President, Chief Executive Officer and a Director

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