KANE BIOTECH INC.

Management Information Circular

and

Notice of Annual and Special Meeting

May 15, 2015

This Management Information Circular is furnished in connection with the solicitation of proxies by the board of directors and management of Kane Biotech Inc. (the “Corporation”) for use at the annual and special meeting of shareholders to be held on June 22, 2015, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally by directors, officers and employees of the Corporation. All costs of this solicitation will be borne by the Corporation.

KANE BIOTECH INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2015

TO THE SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of the holders of common shares of Kane Biotech Inc. (the “Corporation”) will be held at 162-196 Innovation Drive, Winnipeg, Manitoba, on June 22, 2015, at the hour of 11:00 a.m. (Central Daylight Time) for the following purposes:

1. to review the audited financial statements of the Corporation for the year ending December 31, 2014;

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

3. to appoint auditors of the Corporation for the ensuing year and to authorize the directors to fix the auditors’ remuneration;

4. to re-approve the Corporation's stock option plan;

5. to approve Philip Renaud as a control person of the Corporation; and

6. to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

Shareholders are referred to the accompanying Management Information Circular for more detailed information with respect to the matters to be considered at the Meeting.

Shareholders who do not expect to attend the Meeting in person are requested to date and sign the enclosed form of proxy and return it in the envelope provided for that purpose. All proxies to be used at the Meeting must be received by the Corporation’s Transfer Agent, CST Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1, Attention: Proxy Department, or by email to [email protected] or by facsimile to 416-368-2502 (Toll Free: 1-866-781-3111 Canada & US Only), not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment(s) thereof.

The directors have fixed May 19, 2015 as the record date for the Meeting. Holders of common shares of record at the close of business on May 19, 2015 are entitled to receive notice of the Meeting and to vote thereat or at any adjournment(s) thereof.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “ Philip Renaud ”

Philip Renaud Chairman May 15, 2015

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Annual and Special Meeting of Shareholders of Kane Biotech Inc. To Be Held on June 22, 2015 Mana ement Information Circular g

• NOTE: Shareholders who do not hold their shares in their own names as a registered shareholder should read “Voting by Non-Registered Shareholders” within for an explanation of their rights.

Solicitation of Proxies

This Management Information Circular is provided in connection with the solicitation by the board of directors (the “Board of Directors”) and management of Kane Biotech Inc. (the “Corporation”) of proxies for the annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Common Shares”) of the Corporation to be held on June 22, 2015, at 11:00 a.m. (Central Daylight Time) at the offices of the Corporation at 162-196 Innovation Drive, Winnipeg, Manitoba and at any adjournment(s) thereof for the purposes set out in the accompanying Notice of Annual and Special Meeting (the “Notice”).

This solicitation is made on behalf of the Board of Directors and management of the Corporation. The cost incurred in the preparation and mailing of the Notice, this Management Information Circular and the accompanying form of proxy furnished by the Corporation (the “Instrument of Proxy”) will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interview, telephone or other means of communication by directors, officers and employees of the Corporation, none of whom will be specifically remunerated therefor.

Appointment and Revocation of Proxies

A Shareholder has the right to appoint a nominee (who need not be a Shareholder) to represent that Shareholder at the Meeting, other than the persons designated as management’s nominees in the Instrument of Proxy, by inserting the name of the Shareholder’s chosen nominee in the space provided for such purposes on the Instrument of Proxy, or by completing another proper form of proxy acceptable to the Chairman of the Meeting. Such Shareholder should notify the nominee of the appointment, obtain the consent of the nominee to act as proxy and should instruct the nominee as to how the Shareholder’s Common Shares are to be voted. In any case, the form of proxy should be dated and signed by the Shareholder or the Shareholder’s attorney authorized in writing, with proof of such authorization attached where an attorney signed the proxy form.

A form of proxy will not be valid for the Meeting or any adjournment(s) thereof unless it is completed and delivered to CST Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1, Attention: Proxy Department, or by email to [email protected] or by facsimile to 416-3682502 (Toll Free: 1-866-781-3111 Canada & US Only), not less than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment(s) thereof or by depositing such proxy with the Chairman of the Meeting on the date of the Meeting or any adjournment(s) thereof prior to commencement of the Meeting. The instrument appointing a proxy shall be in writing and shall be signed by the Shareholder or the Shareholder’s attorney

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

In addition to revocation in any other manner permitted by law, a Shareholder who has given a proxy may revoke it, at any time before it is exercised, by an instrument in writing executed by the Shareholder, or by that Shareholder’s attorney authorized in writing, and deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment(s) thereof prior to commencement of the Meeting.

Record Date, Voting Shares and Principal Holders Thereof

The Corporation has fixed May 19, 2015 as the record date for determining Shareholders entitled to receive the Notice and as the record date for the purpose of determining Shareholders entitled to vote at the Meeting. The Corporation will prepare a list of Shareholders as at the close of business on the record date and each Shareholder named in the list will be entitled to vote the Common Shares shown opposite his name on the said list at the Meeting except to the extent that the Shareholder has transferred any of his Common Shares after the record date and (i) the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes that he owns the Common Shares and (ii) the transferee of those Common Shares demands by not later than ten (10) days before the Meeting, that his name be included in the list before the Meeting, in which case the transferee will be entitled to vote his Common Shares at the Meeting.

The authorized capital of the Corporation consists of an unlimited number of Common Shares without nominal or par value of which 107,272,404 Common Shares are issued and outstanding as at the date hereof. A quorum will be present at the Meeting if there are at least two persons present representing not less than 5% of the Common Shares entitled to vote at the Meeting.

Holders of Common Shares are entitled to one vote at the Meeting for each Common Share held.

As at the Effective Date (as herein defined), Mr. Philip Renaud, Chairman and Director, owns, directly or indirectly, or exercises control or direction over, approximately 16.7% of the issued and outstanding Common Shares. To the knowledge of the directors and senior officers of the Corporation, no other person or corporation owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares.

Voting by Non-Registered Shareholders

Only registered Shareholders of the Corporation or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Shareholders of the Corporation are “non-registered” Shareholders (“Non-Registered Shareholders”) because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the Common Shares of the Corporation (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees); or (ii) in the name of a clearing agency (such as CDS

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Clearing and Depositary Services Inc.) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Corporation will have distributed copies of the Notice, this Management Information Circular and the Instrument of Proxy and the request form (collectively, the “Meeting Materials”) to the applicable clearing agencies and Intermediaries for distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

• (a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of one page of instructions which contains a removable label with a bar-code and other information. In order for the Instrument of Proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the Instrument of Proxy, properly complete and sign the Instrument of Proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

• (b) be given an Instrument of Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the Instrument of Proxy, this Instrument of Proxy is not required to be signed by the Non-Registered Shareholder when submitting the Instrument of Proxy. In this case, a Non-Registered Shareholder who wishes to submit a proxy should properly complete the Instrument of Proxy and deposit it with CST Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1, Attention: Proxy Department, or by email to [email protected] or by facsimile to 416-368-2502 (Toll Free: 1-866-781-3111 Canada & US Only).

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares of the Corporation that they beneficially own. Should a NonRegistered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the Instrument of Proxy and insert the Non-Registered Shareholder’s or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a

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revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven (7) days prior to the Meeting.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice are to Shareholders of record unless specifically stated otherwise.

Voting of Proxies

Each of the persons named in the Instrument of Proxy has been selected by the directors of the Corporation and is a director of the Corporation. Mr. Philip Renaud and Mr. Gordon Froehlich have indicated their willingness to represent as proxy the Shareholders who appoint them. Each Shareholder may instruct the proxy how to vote the Shareholder’s Common Shares by completing the blanks on the Instrument of Proxy. Common Shares represented by properly executed Instruments of Proxy in favour of the person designated on the enclosed form will be voted for, voted against or withheld from voting, as applicable, in accordance with the instructions given on the Instruments of Proxy. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH COMMON SHARES WILL BE VOTED FOR THE APPROVAL OF ALL RESOLUTIONS IDENTIFIED IN THIS MANAGEMENT INFORMATION CIRCULAR.

The Instrument of Proxy confers discretionary authority upon the persons named therein with respect to amendments and variations to matters identified in the Notice and with respect to any other matters which may properly come before the Meeting. The Common Shares represented by the proxy will be voted on such matters in accordance with the best judgment of the person voting the Common Shares. As of the Effective Date of this Management Information Circular, the management of the Corporation knows of no such amendment, variation or other matters to come before the Meeting.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Except as otherwise set out herein, no director or executive officer of the Corporation or proposed nominee for election as a director, or any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters to be acted upon at the Meeting.

Philip Renaud, the Chairman and a director of the Corporation, has a material interest in the resolution to be put before the Shareholders approving him as a control person of the Corporation. See “Business of the Meeting – Approval of Philip Renaud as a Control Person”.

Business of the Meeting

I.

Election of Directors

The Board of Directors proposes to fix the number of directors of the Corporation at five (5). The Corporation's current directors are Gordon Froehlich, Arvind Joshi, Mark Nawacki, Sarah Prichard and Philip Renaud. Gordon Froehlich will not be standing for re-election as a director at the Meeting. The proposed directors of the Corporation upon completion of the Meeting are

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set forth in the table below. The table provides the names of the individuals to be nominated for election as director, their current positions and offices in the Corporation, the period of time that they have been directors of the Corporation, their current principal occupation, their principal occupation during the past five (5) years, and the number of Common Shares of the Corporation which each beneficially owns or over which control or direction is exercised. Other than Philip Renaud and Sarah Prichard, all of the nominees for director are residents of Canada.

Notes:

(1) Member of the Audit Committee. (2) Member of the Governance Committee. (3) Member of the Compensation Committee.

Each director will hold office until the next annual meeting of the Corporation, unless his office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the

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person named in the Instrument of Proxy as nominee to vote the Common Shares represented by proxy for the election of any other person or persons as directors.

For the purposes of this section “Order” means:

• (a) a cease trade order;

• (b) an order similar to a cease trade order; or

• (c) an order that denied the relevant company access to any exemption under securities legislation;

that was in effect for more than 30 consecutive days.

None of the proposed directors is, as of the date of this Management Information Circular, or has been, within ten years before the date of this Management Information Circular, a director or executive officer of any company or other entity that:

• (a) was subject to an Order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;

• (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer; or

• (c) while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceeding, arrangement or compromise with creditors or had a receiver, receiver manager or director appointed to hold its assets.

II. Appointment of Auditors

Management proposes to nominate MNP LLP, Chartered Accountants, of Winnipeg, Manitoba, the present auditors of the Corporation, as the auditors of the Corporation to hold office until the close of the next annual meeting of Shareholders. MNP LLP was first appointed auditors of the Corporation on November 8, 2012. Management further proposes that the Board of Directors be authorized to fix the remuneration of the auditors.

III. Re-Approval of Stock Option Plan

At the Meeting, the Shareholders will be asked to re-approve the Corporation's stock option plan (the “Plan”).

At the Corporation’s previous annual and special meeting held on June 4, 2014 the Shareholders re-approved the Plan. The Plan provides that the aggregate number of Common Shares reserved for issuance under the Plan, together with any stock options outstanding, will represent a maximum of 10% of the number of issued and outstanding Common Shares at any time. This is

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referred to as a "rolling" plan and, under the rules of the TSX Venture Exchange (the “Exchange”), the Plan must be approved by the Shareholders at each successive annual meeting of Shareholders. As of the date of this Management Information Circular, the Corporation has 107,272,404 Common Shares issued and outstanding. Accordingly, if the Plan is re-approved, there will be 10,727,240 Common Shares reserved for issuance pursuant to the Plan. This number is subject to adjustment for any increase or decrease in the number of issued and outstanding Common Shares such that the number of Common Shares that may be reserved for issuance pursuant to the Plan shall be equal to 10% of the issued and outstanding Common Shares of the Corporation.

At the Meeting, the Shareholders will be asked to re-approve the Plan. If approval of the Plan or a modified version thereof is not obtained, the Corporation will not proceed to grant further options under the Plan.

The Plan will be available for inspection at the Meeting. The directors recommend that the Shareholders re-approve the Plan.

IV. Approval of Philip Renaud as a Control Person

Philip Renaud is the Chairman and a director of the Corporation. He currently owns the following securities of the Corporation either directly or through entities which he controls:

• (a) 17,899,790 Common Shares;

• (b) 1,115,000 Common Share purchase options (“Options”), each of which entitles the holder thereof to purchase one Common Share at prices ranging from $0.07 to $0.175 per Common Share;

• (c) 14,000,000 Common Share purchase warrants (“Warrants”), each of which entitles the holder thereof to purchase one Common Share at prices ranging from $0.06 to $0.095 per Common Share; and

• (d) a 2 year, 10% convertible redeemable unsecured note (the “Note”) in the principal amount of $500,000. The Note can be converted at any time into Common Shares at the holder's option at $0.15 per Common Share. The Corporation may elect to pay the interest on the Note or the redemption price of the Note in Common Shares, in lieu of cash, at the market price of the Common Shares on such interest payment or redemption due date.

If Mr. Renaud were to exercise all of his Warrants and Options and convert the principal amount of the Note into Common Shares, Mr. Renaud would own or control 36,348,123 Common Shares, which would represent 28.91% of the issued and outstanding Common Shares as at the date hereof. In the certificate representing 10,000,000 of the Warrants controlled by Mr. Renaud, there is a provision that the holder will not exercise such Warrants if the number of Common Shares owned, directly or indirectly, or controlled by the holder following such exercise would exceed 19.9% of the issued and outstanding Common Shares, unless the prior approval of the Shareholders is approved. This restriction was required by the Exchange so that Mr. Renaud would not become a “Control Person” of the Corporation without the prior approval of Shareholders.

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“Control Person” is defined by the Exchange means any person that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer. Pursuant to the policies of the Exchange, if a Control Person is created as a result of the acquisition of securities of an issuer, the Exchange will require the issuer to obtain the approval of a majority of the shareholders of the issuer, not including the shares held by such Control Person, for the creation of such Control Person.

In the event that Philip Renaud, directly or indirectly, acquires additional securities of the Corporation, whether through the exercise of Warrants or Options, the conversion of the Note or participation in future financings by the Corporation that will result in Mr. Renaud becoming a Control Person of the Corporation, Shareholder approval will be required. Under the rules of the Exchange, the creation of a new Control Person must be approved by a majority of the votes cast at the Meeting, excluding votes cast by the potential Control Person.

Management of the Corporation believes that Shareholders should approve Mr. Renaud as a Control Person of the Corporation so that he may acquire additional Common Shares of the Corporation, whether through the exercise of his existing convertible securities of the Corporation or through participation in additional financings by the Corporation. The proceeds from such Common Share acquisitions by Mr. Renaud will be used by the Corporation to fund its business operations and activities.

Accordingly, Shareholders will be asked at the Meeting to pass with or without amendment the following ordinary resolution, excluding the votes of Philip Renaud and any entities controlled by him:

“BE IT RESOLVED THAT:

• (a) any acquisition of additional securities of the Corporation by Philip Renaud, including, but not limited to, through the exercise of existing convertible securities of the Corporation or participation in any additional financings by the Corporation, which result in Mr. Renaud becoming a “Control Person” of the Corporation, as defined under the policies of the Exchange, is hereby approved;

• (b) the exercise of all Warrants currently owned or controlled by Philip Renaud on the terms set forth therein, notwithstanding that such exercise may result in Mr. Renaud owning or controlling in excess of 19.9% of the Common Shares of the Corporation, is hereby authorized and approved; and

• (c) any one director or officer of the Corporation be and is hereby authorized to execute, deliver and file such documents, and do all such other things, as such person considers necessary or advisable to give effect to the foregoing resolutions.”

It is intended on any vote or ballot that may be called relating to the approval of Philip Renaud as a Control Person of the Corporation that Common Shares represented by proxies in favour of management will be voted for such resolution, unless a Shareholder

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has specified in the Instrument of Proxy that the Common Shares are to be voted against such resolution.

V. Other Business

While there is no business other than that mentioned in the Notice to be presented to the Shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting, or any adjournment(s) thereof, in accordance with the discretion of the persons authorized to act thereunder.

Executive Compensation

All references in this Management Information Circular to “$” or “dollars” refers to Canadian dollars, unless otherwise noted.

In this section entitled “Executive Compensation”:

“Named Executive Officer” or “NEO” means the following individuals: (a) each Chief Executive Officer (“CEO”) of the Corporation (or person acting in a similar capacity) during any part of the most recently completed financial year of the Corporation; (b) each Chief Financial Officer (“CFO”) of the Corporation (or person acting in a similar capacity) during any part of the most recently completed financial year of the Corporation; (c) each of the Corporation’s three most highly compensated executive officers (or persons acting in a similar capacity), other than the CEO and CFO, at the end of the most recently completed financial year of the Corporation whose total compensation was, individually, more than $150,000; and (d) any additional individual who would be a Named Executive Officer under (c) but for the fact that the individual was not serving as an executive officer of the Corporation, nor acting in a similar capacity, as at the end of the most recently completed financial year. During its most recently completed financial year, the Corporation had two Named Executive Officers: (i) Gordon Froehlich, who acts as the Corporation’s President and CEO; and (ii) Mark Matthewson, who acts as the Corporation’s CFO.

“Option-based Award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

“Share-based Award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, share equivalent units, and other securities.

Compensation Discussion and Analysis

To assist the Board of Directors of the Corporation in determining the appropriate level of compensation for the directors and NEOs, the Board of Directors has established the Compensation Committee. This committee recommends to the Board of Directors what it considers to be the appropriate compensation for the NEOs based primarily on a comparison of the remuneration paid by the Corporation with the remuneration paid by other public companies

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that the Compensation Committee feels are similarly placed within the life sciences industry, while factoring in the financial position of the Corporation and local cost of living.

To date, the Corporation has relied on internal discussion at the Board of Directors level, based on recommendations of the Compensation Committee, and direct negotiations to establish the amount of total compensation paid to the President and CEO. The Corporation’s compensation program for the President and CEO consists of a base salary, employee group benefit plan and long-term compensation. The Corporation uses all three elements to retain the President and CEO and to align the personal interests of the President and CEO with the interests of the Shareholders.

The base salary provides compensation for discharging job duties and recognizes the skill sets and capabilities of the President and CEO. The Corporation’s goal is to pay competitive base salaries for all positions whenever possible. The Corporation recognizes that sometimes it may be limited by financial resources as a result of operating in the life sciences sector. The President and CEO’s salary is reviewed on an annual basis by the Compensation Committee, and if deemed appropriate, any changes in salary for the upcoming year are negotiated as set out above then approved and ratified by the Board of Directors.

The long-term compensation component of the Corporation’s compensation program consists of granting stock options under the Plan which is administered by the Board of Directors and is designed to give each option holder an interest in preserving and maximizing Shareholder value in the longer term, to enable the Corporation to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance. The Compensation Committee considers stock option grants when reviewing each NEO’s compensation package as a whole.

The allocation of stock options is regarded as an important element to attract and retain NEOs for the long term and it aligns their interests with Shareholders.

The Corporation entered into a management services agreement (the “MKM Agreement”) with MKM Management Services (“MKM”) on January 1, 2012 pursuant to which Mark Matthewson provides his services to the Corporation as CFO. See “Management Contracts”.

The Board of Directors has not considered the implications of the risks associated with the Corporation’s compensation policies and practices.

NEOs and directors are permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held directly or indirectly, by the NEO or director.

Share-based Awards and Option-based Awards

The Corporation has established the Plan in order to attract and retain directors, executive officers and employees, who will be motivated to work towards ensuring the success of the Corporation. The Board of Directors has full and complete authority to interpret the Plan, to establish applicable rules and regulations applying to it and to make all other determinations it deems necessary or useful for the administration of the Plan, provided that such interpretations,

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rules, regulations and determinations are consistent with the rules of all stock exchanges on which the Corporation’s securities are then traded and with all relevant securities legislation.

After reviewing the recommendations of the CEO, the Compensation Committee recommends to the Board of Directors which key employees should receive option grants, and any terms and conditions forming part of such grants. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibility and the importance of the position to the Corporation’s overall success. The aggregate number of stock options which may be issued under the Plan is limited by the terms of the Plan and cannot be increased without Shareholder approval.

Individuals eligible to participate under the Plan will be determined by the Board of Directors. No options granted under the Plan may be exercised at any time beyond a maximum period of five years following the date of their grant unless specifically provided by the Board of Directors and approved by the relevant stock exchange, but in no event for a period exceeding ten years following the date of their grant. The Board of Directors designates, at its discretion, the individuals to whom stock options are granted under the Plan and determines the number of Common Shares covered by each of such options, the grant date, the exercise price of each option, the expiry date, the vesting schedule and any other matter relating thereto, in each case in accordance with the applicable rules and regulations of the regulatory authorities. The Board of Directors takes into account previous grants of options when considering new grants.

The Corporation does not have any Share-based Awards issued and outstanding and does not anticipate issuing any Share-based Awards in the near future.

Compensation Governance

The Board of Directors has established a Compensation Committee whose current members are Philip Renaud and Sarah Prichard. All members of this committee are independent as determined in accordance with National Instrument 52-110 Audit Committees (“NI 52-110”). Philip Renaud has significant direct experience related to executive compensation having been the Chairman of the Board and a director of numerous publicly traded companies. He is also Managing Director of Church Advisors. Sarah Prichard has experience related to executive compensation matters in her previous roles as Vice-President Medical and Research and Development at Baxter Healthcare and Associate Dean of Medicine at McGill University.

The Compensation Committee’s responsibilities include assessing the performance and determining the remuneration of the President and CEO of the Corporation and reviewing the adequacy and form of compensation of directors, based on its assessment of the responsibilities and risks involved in being an effective director.

No compensation consultant or advisor has, at any time since the commencement of the Corporation’s most recently completed financial year, been retained to assist the Compensation Committee in determining the compensation for any of the Corporation’s directors or executive officers.

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Summary Compensation Table

The following table is a summary of the compensation paid to the NEOs of the Corporation during the financial years ended December 31, 2012, 2013 and 2014 for services rendered to the Corporation.

Notes:

(1) On May 11, 2015, Gordon Froehlich resigned as the President and CEO of the Corporation. On that same date, Mark Ahrens-Townsend was hired as the President and CEO of the Corporation.

(2) On January 1, 2012, Mark Matthewson was appointed as CFO of the Corporation. Mr. Matthewson provides his services pursuant to the MKM Agreement. The amounts referenced in the above table represent only those amounts paid in consideration for Mr. Matthewson’s services as CFO. Additional amounts are paid to MKM for other services provided to the Corporation. See “Management Contracts” below.

(3) The grant date fair value of these options has been calculated using the Black-Scholes model. See discussion below.

The Corporation has estimated the “grant date fair value” amounts in the “Option-based Awards” column above using the Black-Scholes model, a mathematical valuation model that ascribes a value to a stock option based on a number of factors, including the exercise price of the option, the price of the underlying security on the date the option was granted, and assumptions with respect to the volatility of the price of the underlying security, the expected life of the option, forfeitures, dividend yield and the risk-free rate of return. The weighted average assumptions used in the pricing model are as follows: expected option life – 5.0 years; risk free interest rate – 1.55%; dividend yield – nil; expected volatility – 102.37%. The fair value is determined in accordance with IFRS 2 Share-based Payment – as per Form 51-102F6.

Narrative Discussion

On January 1, 2011, the Corporation entered into a consulting services agreement with Mr. Froehlich to provide services as President and CEO of the Corporation. Pursuant to the agreement Mr. Froehlich was paid $185,000 and $195,000 per annum in 2011 and 2012, in equal monthly instalments. This agreement expired on December 31, 2012.

On January 1, 2013 the Corporation entered into a new employment agreement (the “2013 Froehlich Agreement”) with Gordon Froehlich pursuant to which Mr. Froehlich provided his

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services as President and Chief Executive Officer of the Corporation. The term of the 2013 Froehlich Agreement was 12 months, ending on December 31, 2013. Pursuant to the 2013 Froehlich Agreement, Mr. Froehlich was paid $195,000 per annum, in equal monthly instalments.

On January 1, 2014 the Corporation entered into a new employment agreement (the “2014 Froehlich Agreement”) with Gordon Froehlich pursuant to which Mr. Froehlich provided his services as President and Chief Executive Officer of the Corporation. The term of the 2014 Froehlich Agreement was 12 months, ending on December 31, 2014. Pursuant to the 2014 Froehlich Agreement, Mr. Froehlich was paid $195,000 per annum, in equal monthly instalments. On January 1, 2015 a new employment agreement (the “2015 Froehlich Agreement”) was entered into with Mr. Froehlich. The term of the 2015 Froehlich Agreement was 4 months, ending on April 30, 2015. Pursuant to the 2015 Froehlich Agreement, Mr. Froehlich was paid $17,500 per month until April 30, 2015. The 2015 Froehlich Agreement was extended, on a monthly basis until Mr. Froehlich resigned as President and Chief Executive Officer of the Corporation on May 11, 2015. On that same date, Mark Ahrens-Townsend was hired as the President and Chief Executive Officer of the Corporation. Mr. Ahrens-Townsend has not yet entered into a formal employment agreement with the Corporation.

Incentive Plan Awards

The following table sets out, for each NEO, the stock options (Option-based Awards) outstanding as at December 31, 2014. No NEO exercised stock options during the fiscal year ended December 31, 2014. The closing price of the Corporation’s Common Shares on the Exchange was $0.04 on December 31, 2014. The Corporation does not have any Share-based Awards issued and outstanding.

Note:

(1) Value is calculated based on the difference between the closing market price of the Common Shares on the Exchange on December 31, 2014, which was $0.04, and the exercise price of the options, multiplied by the number of options.

The Option-based Awards referenced above consist of stock options issued pursuant to the Plan. For a description of the terms of the Plan, see “Business of the Meeting – Re-Approval of Stock Option Plan”.

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Incentive Plan Awards – value vested or earned during the year

The following table shows the incentive plan awards value vested during 2014 as well as the annual cash incentive earned for each NEO. The Corporation does not have any Share-based Awards issued and outstanding.

Note:

(1) The amount represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date, based on the difference between the market price of the Common Shares underlying the options on the Exchange on the vesting date and the exercise price of the options.

Narrative Discussion

All Option-based Awards are issued pursuant to the Plan. For a summary of the Plan see “Business of the Meeting – Re-Approval of Stock Option Plan”.

Pension Plan Benefits

The Corporation does not have a pension plan, retirement plan or deferred compensation plan.

Termination and Change of Control Benefits

The services of Gordon Froehlich as President and CEO of the Corporation were provided pursuant to the 2015 Froehlich Agreement until his resignation on May 11, 2015. Upon his resignation, Mr. Froehlich will receive his regular 2015 compensation for the period from May 12, 2015 to May 31, 2015 for his assistance in transition matters.

Mark Ahrens-Townsend was hired as the President and CEO of the Corporation on May 11, 2015. Mr. Ahrens-Townsend has not yet entered into a formal employment agreement with the Corporation.

Director Compensation

The following section sets forth the compensation paid by the Corporation to its directors who were not NEOs during the most recently completed financial year. The compensation paid to the only director who was an NEO during the most recently completed financial year, Gordon Froehlich, is set forth above.

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Director Compensation Table

The following table sets out, for each director, compensation earned for the fiscal year ended December 31, 2014. The Corporation does not have any Share-based Awards issued and outstanding.

Notes:

(1) The grant date fair value of these options has been calculated using the Black-Scholes model. See discussion below.

(2) Mr. Cherney resigned as a director on October 8, 2014.

(3) Mr. Nawacki was appointed as a director on October 8, 2014.

The Corporation has estimated the “grant date fair value” amounts in the “Option-based Awards” column above using the Black-Scholes model, a mathematical valuation model that ascribes a value to a stock option based on a number of factors, including the exercise price of the option, the price of the underlying security on the date the option was granted, and assumptions with respect to the volatility of the price of the underlying security, the expected life of the option, forfeitures, dividend yield and the risk-free rate of return. The fair value is determined in accordance with IFRS 2 Share-based Payment – as per Form 51-102F6.

Narrative Discussion

In addition to stock option awards, compensation to directors is also comprised of quarterly fees of $2,250 for their duties as directors and members of sub-committees. The Chairman of the Board of Directors’ quarterly fees are $3,000. The Chairman of any sub-committee is entitled to an additional $250 per quarter.

Incentive Plan Awards

The following table sets out, for each director, the stock options (Option-based Awards) outstanding as at December 31, 2014. The Corporation does not have any Share-based Awards issued and outstanding.

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Note:

• (1) Value is calculated based on the difference between the closing market price of the Common Shares on the Exchange on December 31, 2014, which was $0.04, and the exercise price of the options, multiplied by the number of options.

Incentive Plan Awards – value vested or earned during the year

The following table shows the incentive plan awards value vested during 2014 as well as the annual cash incentive earned for each director during 2014.

Notes:

• (1) The amount represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date, based on the difference between the market price of the Common Shares underlying the options on the Exchange on the vesting date and the exercise price of the options. All stock options were out-of-the money at their respective vesting dates.

• (2) Mr. Cherney resigned as a director on October 8, 2014.

• (3) Mr. Nawacki was appointed as a director on October 8, 2014.

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Securities Authorized for Issuance Under Equity Compensation Plans

Set forth below is a summary as at the end of the Corporation’s most recently completed financial year of all securities to be issued pursuant to the Plan, being the only equity compensation plan of the Corporation.

Notes:

(1) The only equity compensation plan of the Corporation is the Plan.

(2) The maximum number of Common Shares to be issued pursuant to the Plan is limited to an aggregate amount equal to 10% of the issued and outstanding Common Shares, from time to time.

For a summary of the terms of the Plan see “Business of the Meeting – Re-Approval of Stock Option Plan”.

Indebtedness of Directors, Executive Officers and Senior Officers

As of the date hereof, none of the directors, executive officers, senior officers, or other members of management or their respective associates or affiliates, of the Corporation, is or has been indebted to the Corporation or its subsidiaries.

Interest of Informed Persons in Material Transactions

Except as disclosed herein, no informed person of the Corporation and no proposed nominee for election as a director of the Corporation or any associates or affiliates of the foregoing persons has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction material to the Corporation since the commencement of the Corporation’s last financial year.

In December 2014, the Corporation completed a private placement offering of an aggregate of 24,500,000 units of the Corporation (“Units”) at a price of $0.05 per Unit for aggregate gross proceeds of $1,225,000. Each Unit was comprised of one Common Share and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.06 per share for a period of 18 months from the date of issuance. Pursuant to this offering, Philip Renaud, the Chairman and a director of the Corporation, purchased 10,000,000 Units for an aggregate purchase price of $500,000 and Gordon Froehlich, the former CEO and President of the Corporation and a director of the Corporation, purchased 2,000,000 Units for an aggregate purchase price of $100,000.

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Management Contracts

Pursuant to the MKM Agreement, Mark Matthewson provides his services as CFO to the Corporation through MKM, whose head office is located at 46 Salme Drive, Winnipeg, Manitoba R2M 1Y7. Mr. Matthewson also provides his services to other companies and dedicates only a portion of his time to the affairs of the Corporation. Mr. Matthewson does not receive a base salary directly from the Corporation. For the year ended December 31, 2014, MKM provided the following services to the Corporation: financial management services including providing the services of the CFO, accounting support, income tax, payroll services and assistance with government support applications. In 2014, the Corporation paid $102,875 to MKM for services provided to the Corporation.

In consideration for providing the aforesaid business services, the Corporation pays MKM monthly on an hourly fee basis. Mr. Matthewson beneficially owns 20% of the issued and outstanding voting shares of MKM and serves as its President.

Audit Committee

Composition

The Audit Committee of the Corporation is currently comprised of Gordon Froehlich, Arvind Joshi, Mark Nawacki and Philip Renaud. Mr. Froehlich will cease to be a member of the Audit Committee after his term as a director expires following the Meeting. In the view of management of the Corporation, each member of the Audit Committee, other than Gordon Froehlich, is independent as determined in accordance with NI 52-110. Gordon Froehlich is not independent as determined in accordance with NI 52-110 because he is the President and CEO of the Corporation. In the view of management of the Corporation, each member of the Audit Committee is financially literate as determined in accordance with NI 52-110.

Charter

The Charter of the Audit Committee is attached hereto as Schedule A.

Relevant Education and Experience

Gordon Froehlich, Arvind Joshi, Mark Nawacki and Philip Renaud have been involved in the life sciences and finance industry for more than thirty years and while serving as senior executives for established biotech organizations have gained significant experience reviewing, understanding and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Audit Committee Oversight

At no time since the commencement of the Corporation’s financial year ended December 31, 2014 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

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Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s financial year ended December 31, 2014 has the Corporation relied on the exemption in section 2.4 of NI 52-110 ( de minimis nonaudit services) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval of Policies and Procedures

The Audit Committee must pre-approve all non-audit services to be provided to the Corporation or its subsidiaries by its external auditors. The Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve non-audit services, provided that the member(s) report(s) to the Audit Committee at the next scheduled meeting such pre-approval and the member(s) comply with such other procedures as may be established by the Audit Committee from time to time.

External Auditors Service Fees

During the last two completed financial years of the Corporation, the Corporation has incurred fees from its external auditors as follows:

The Corporation is relying upon the exemption contained in section 6.1 of NI 52-110 on the basis that it is a venture issuer under that instrument.

Corporate Governance

Board of Directors

The Board of Directors of the Corporation has established a Corporate Governance Policy that describes the basic approach of the Corporation to corporate governance. The Board of Directors is currently comprised of five directors. The Corporation currently has four independent directors, Arvind Joshi, Mark Nawacki, Sarah Prichard and Philip Renaud, as determined in accordance with NI 52-110. Gordon Froehlich is not an independent director, as determined in accordance with NI 52-110, because he is the President and CEO of the Corporation. The Board of Directors meets on a regular basis, not less than four times per year, with management involved only as necessary. This ensures the independence of the Board of Directors from management.

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Directorships

The following directors of the Corporation are also directors of other reporting issuers as set forth below.

Philip Renaud is currently a director of Diagnos Inc. (Chairman), Sierra Metals Inc., Ryan Gold Corp. and Yorbeau Resources Inc.

Orientation and Continuing Education

The Board of Directors has established a Governance Committee that is responsible for the orientation and education of all new recruits to the Board of Directors. This committee encourages the directors to take part in relevant education programs offered by appropriate regulatory bodies.

Ethical Business Conduct

The Board of Directors has enacted a Whistleblower Policy to encourage and promote a corporate culture of ethical business conduct.

Nomination of Directors

The Governance Committee is responsible for recruiting and nominating new members to the Board of Directors and planning for the succession of directors. The Governance Committee considers the advice and input from all directors regarding the qualifications of potential directors and the specific needs, expertise or vacancies required to be filled among the Board of Directors.

Compensation

The Compensation Committee’s mandate includes assessing the performance and determining the remuneration of the President and CEO of the Corporation and reviewing the adequacy and form of compensation of directors, based on an assessment of the responsibilities and risks involved in being an effective director.

Other Board Committees

The Board of Directors has no standing committees other than the Audit Committee, the Compensation Committee and the Governance Committee.

For a summary of the functions and responsibilities of the Audit Committee, see “Audit Committee”.

For a summary of the functions and responsibilities of the Compensation Committee, see “Executive Compensation – Compensation Governance”.

The Governance Committee of the Corporation is responsible for developing on behalf of the Corporation, its corporate governance principles to foster a healthy governance culture at the

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Corporation. The Governance Committee is comprised of Philip Renaud and Sarah Prichard. The Governance Committee’s key responsibilities include:

• (a) the development of, and compliance with, corporate governance policies and procedures;

• (b) recruiting and nominating new members to the Board of Directors and planning for the succession of directors;

• (c) assessing the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contributions of individual directors; and

• (d) orientation and education of all new recruits to the Board of Directors.

Assessments

The Governance Committee is entrusted with the task of assessing the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contributions of individual directors. This committee makes recommendations with respect to the effectiveness of the entire Board of Directors, individual members and committees of the Board of Directors when appropriate.

Effective Date

Unless otherwise indicated herein, the information contained in this Management Information Circular is given as of May 15, 2015. The term “Effective Date” as used in this Management Information Circular means May 15, 2015.

Additional Information

Additional information regarding the Corporation can be found on SEDAR (www.sedar.com). Shareholders may contact the Corporation at 162-196 Innovation Drive, Winnipeg, Manitoba, R3T 2N2 Attention: Mark Matthewson, CFO, in order to receive copies of the Corporation's financial statements and MD&A. Financial information is provided in the Corporation's comparative financial statements and MD&A for its most recently completed financial year.

Approval of the Directors

The contents and the distribution of this Management Information Circular have been approved by the Board of Directors.

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Certificate

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

DATED this 15^th day of May 2015.

KANE BIOTECH INC.

“Philip Renaud”

Per:

Philip Renaud Chairman

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SCHEDULE A

KANE BIOTECH INC. AUDIT COMMITTEE CHARTER

Role and Objective

The Audit Committee (the "Committee") is a committee of the board of directors (the “Board”) of Kane Biotech Inc. ("Kane Biotech") to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management's reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee are as follows:

1. To assist directors in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of Kane Biotech and related matters;

2. To provide effective communication between directors and external auditors;

3. To enhance the external auditors’ independence; and

4. To increase the credibility and objectivity of financial reports.

Membership of Committee

1. The Committee shall be comprised of at least three (3) directors of Kane Biotech. At least two of the directors on the Committee shall be "independent" as such term is used in National Instrument 52-110 – Audit Committees.

2. The Board shall have the power to appoint the Committee Chairman.

Meetings

1. At all meetings of the Committee every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.

2. A quorum for meetings of the Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing the Board.

3. Meetings of the Committee should be scheduled to take place at least four times per year. Minutes of all meetings of the Committee shall be taken.

4. The Committee shall forthwith report the results of meetings and reviews undertaken and any associated recommendations to the Board.

5. The Committee shall meet with the external auditors at least once per year (in connection with the preparation of the yearend financial statements) and at such other times as the external auditors and the Committee consider appropriate.

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Mandate and Responsibilities of Committee

1. It is the responsibility of the Committee to oversee the work of the external auditors, including resolution of disagreements between management and the external auditors regarding financial reporting.

2. It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to Kane Biotech' internal control system:

3. identifying, monitoring and mitigating business risks; and

4. ensuring compliance with legal, ethical and regulatory requirements.

5. It is a responsibility of the Committee to review the annual financial statements of Kane Biotech prior to their submission to the Board for approval. The process should include but not be limited to:

6. reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years' financial statements;

7. reviewing significant accruals or other estimates such as the ceiling test calculation;

8. reviewing accounting treatment of unusual or non-recurring transactions;

9. ascertaining compliance with covenants under loan agreements;

10. reviewing disclosure requirements for commitments and contingencies;

11. reviewing adjustments raised by the external auditors, whether or not included in the financial statements;

12. reviewing unresolved differences between management and the external auditors; and

13. obtaining explanations of significant variances within comparative reporting periods.

14. The Committee is to review the financial statements (and make a recommendation to the Board with respect to their approval), prospectuses, management discussion and analysis and all public disclosure containing audited or unaudited financial information before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of Kane Biotech' disclosure of all other financial information and shall periodically access the accuracy of those procedures.

16. With respect to the appointment of external auditors by the Board, the Committee shall:

17. recommend to the Board the appointment of the external auditors;

18. recommend to the Board the terms of engagement of the external auditors, including the compensation of the external auditors and a confirmation that the external auditors shall report directly to the Committee; and

19. when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.

20. The Committee shall review with external auditors (and the internal auditor if one is appointed by Kane Biotech) their assessment of the internal controls of Kane Biotech, their written reports containing recommendations for improvement, and management's response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their

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plan for their audit and, upon completion of the audit, their reports upon the financial statements of Kane Biotech and its subsidiaries.

1. The Committee must pre-approve all non-audit services to be provided to Kane Biotech or its subsidiaries by the external auditors. The Committee may delegate to one or more members the authority to pre-approve non-audit services, provided that the member(s) report to the Committee at the next scheduled meeting such pre-approval and the member(s) comply with such other procedures as may be established by the Committee from time to time.

2. The Committee shall review risk management policies and procedures of Kane Biotech (i.e. hedging, litigation and insurance).

4. The Committee shall establish a procedure for:

5. the receipt, retention and treatment of complaints received by Kane Biotech regarding accounting, internal accounting controls or auditing matters; and

6. the confidential, anonymous submission by employees and agents of Kane Biotech of concerns regarding questionable accounting or auditing matters.

7. The Committee shall review and approve Kane Biotech’ hiring policies regarding employees and former employees of the present and former external auditors of Kane Biotech.

8. The Committee shall have the authority to investigate any financial activity of Kane Biotech. All employees and agents of Kane Biotech are to cooperate as requested by the Committee.

9. The Committee may retain any person having special expertise and/or obtain independent professional advice to assist in satisfying their responsibilities at the expense of Kane Biotech without any further approval of the Board.