Nirvana Life Sciences Inc — Proxy Solicitation & Information Statement 2025

NIRVANA LIFE SCIENCES INC.

NOTICE OF ANNUAL MEETING

To be held on April 30, 2025

and

MANAGEMENT INFORMATION CIRCULAR

March 26, 2025

NIRVANA LIFE SCIENCES INC.
2110 - 650 West Georgia Street
Vancouver, BC V6B 4N8

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of Nirvana Life Sciences Inc. (“Nirvana” or the “Company”) will be held at on Wednesday April 30, 2025 at 10:00 a.m. PDT at 2110 – 650 West Georgia Street, Vancouver, British Columbia for the following purposes:

1. To receive the Report of the Directors;
2. To receive the financial statements of the Company and the Auditors’ report thereon for the year ended April 30, 2024;
3. To fix the number of directors at 5;
4. To elect directors for the ensuing year;
5. To appoint auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
6. To approve and adopt an Incentive Stock Option Plan; and
7. To transact such further or other business as may properly come before the meeting and any adjournment thereof.

This notice is accompanied by a Management Information Circular, either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders, and, for those registered shareholders who so requested, a copy of the audited annual consolidated financial statements and management’s discussion and analysis (“MD&A”) of the Company for the year ended April 30, 2024 (collectively, the “Meeting Materials”). Shareholders are able to request to receive copies of the Company’s annual report (including audited consolidated financial statements and MD&A) and/or interim consolidated financial report and MD&A by marking the appropriate box on the form of proxy or voting instruction form, as applicable. The audited annual consolidated financial statements and MD&A of the Company for the year ended April 30, 2024 are being sent to those shareholders who have previously requested to receive them. Otherwise they can be found on SEDAR at www.sedar.com.

Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form, as applicable, so that as large a representation as possible may be had at the Meeting.

The Board of Directors of the Company has, by resolution, fixed the close of business on March 26, 2025 as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The Board of Directors of the Company has, by resolution, fixed 12:00 p.m. (Pacific Standard Time) on April 28, 2025, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company’s transfer agent.

DATED at Vancouver, British Columbia this 26th day of March, 2025.

BY ORDER OF THE BOARD
Nirvana Life Sciences Inc.

"Bruce Clark"

Bruce Clark, CEO