Gemina Laboratories : Notice of Meeting and Management Information Circular

GEMINA LABORATORIES LTD.

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR

for the

2024 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 13, 2024

Dated as of April 11, 2024

Gemina Laboratories Ltd.

Suite 302, 3600 Gilmore Way

Burnaby, British Columbia V5G 4R8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 13, 2024

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting (the "Meeting") of the holders of common shares ("Common Shares") of Gemina Laboratories Ltd. (the "Company") will be held at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3, on Monday, May 13, 2024 at 10:00 a.m. (Pacific Time) for the following purposes:

1. to receive the financial statements of the Company for the financial year ended January 31, 2023, together with the auditors' report thereon;
2. to fix the number of directors to be elected at the Meeting at six (6);
3. to elect directors of the Company for the ensuing year;
4. to appoint Davidson & Company LLP as auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration of the auditors;
5. to consider and, if thought fit, to pass an ordinary resolution ratifying certain amendments to the
   Company's incentive stock option plan (the "Stock Option Plan") and approving unallocated entitlements under the Stock Option Plan, each as further described in the Circular (as defined below);
6. to consider and, if thought fit, to pass an ordinary resolution of disinterested shareholders approving the reservation of shares for issuance pursuant to the exercise of stock options in excess of certain limitations set out of the Stock Option Plan; and
7. to transact such further or other business as may properly come before the Meeting and any adjournment(s) thereof.

This notice is accompanied by a Management Information Circular (the "Circular") and either a form of proxy for registered shareholders or a voting instruction form for beneficial shareholders. The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular.

The board of directors of the Company has fixed the record date for the Meeting at the close of business on April 11, 2024 (the "Record Date") for determining shareholders entitled to receive notice of, and to vote at the Meeting and any postponement or adjournment of the Meeting, unless any such shareholder transfers such Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not later than ten days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

The accompanying Circular provides instructions on the various methods that a shareholder can use to have vote their Common Shares at the Meeting, including instructions regarding voting in person, by mail, by internet, or by phone.

ii

All shareholders are entitled to attend and vote at the Meeting in person or by proxy. Shareholders will be able to attend and listen to the Meeting by attending via Microsoft Teams teleconference but will not be able to participate or vote their shares unless they attend in person or vote their shares by proxy.

To LISTEN to the Meeting, please download the Microsoft Teams application and use the following

meeting details:

Meeting ID: 296 521 830 269

Meeting Password: ksEC7x

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of proxy, you should contact Computershare Investor Services Inc. by telephone at 1-800-564-6253 (toll free in North America), by fax at 1-888-453-0330 or by e-mail at [e-mail].

DATED at Vancouver, British Columbia this 11th day of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "John Davies "

_________________________________________

John Davies

Chairman of the Board

TABLE OF CONTENTS
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS	........................................... i
SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS	1
INFORMATION CONCERNING THE COMPANY	4
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	4
PARTICULARS OF MATTERS TO BE ACTED UPON AT MEETING	4
STATEMENT OF EXECUTIVE COMPENSATION	11
EQUITY COMPENSATION PLAN INFORMATION	18
INDEBTEDNESS OF DIRECTORS AND OFFICERS	19
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	19
MANAGEMENT CONTRACTS	19
AUDIT COMMITTEE	19
CORPORATE GOVERNANCE DISCLOSURE	22
OTHER MATTERS TO BE ACTED UPON	26
ADDITIONAL INFORMATION	26
SCHEDULE "A" - AUDIT COMMITTEE'S CHARTER	A1
SCHEDULE "B" - AMENDED STOCK OPTION PLAN	B1

INFORMATION CIRCULAR

OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 13, 2024

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

Solicitation of Proxies

This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Gemina Laboratories Ltd. (the "Company" or "Gemina") for use at the Annual General and Special Meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of the Company to be held at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 at 10:00 a.m. (Pacific Time) on May 13, 2024, and at any adjournment thereof, for the purposes set forth in the Notice of Annual General and Special Meeting.

The board of directors of the Company (the "Board") has fixed the record date for the Meeting at the close of business on April 11, 2024 (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at the Meeting and any postponement or adjournment of the Meeting, unless any such Shareholder transfers such Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not later than ten days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

All dollar amounts referenced herein are expressed in Canadian Dollars unless otherwise stated.

Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder's behalf in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are directors and/or officers of the Company (the "Management Proxyholders").

A Shareholder has the right to appoint a person other than a Management Proxyholder to represent the Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Shareholder.

Voting by Proxy

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Common Shares represented by a properly executed proxy will be voted for or against or withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

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If a Shareholder does not specify a choice and the Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

Completed forms of proxy must be deposited at the office of the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment(s) thereof, unless the chairman of the Meeting elects to exercise his or her discretion to accept proxies received subsequently. A Shareholder may also vote by proxy using the telephone or internet by following the instructions provided in the accompanying form of proxy.

Non-Registered Holders

Only registered Shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Shareholders are holders of Common Shares of the Company whose names appear on the share register of the Company and are not held in the name of a brokerage firm, bank or trust company through which they purchased Common Shares. Whether or not you are able to attend the Meeting, Shareholders are requested to vote their proxy in accordance with the instructions on the proxy. Most Shareholders 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. The Company's Common Shares beneficially owned by a Non-RegisteredShareholder are registered either: (i) in the name of an intermediary (an "Intermediary") that the Non-RegisteredShareholder deals with in respect of their Common Shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administeredRRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant.

There are two kinds of beneficial owners: those who object to their name being made known to the issuers of securities which they own (called "OBOs" for Objecting Beneficial Owners) and those who do not object (called "NOBOs" for Non-Objecting Beneficial Owners).

In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Company has elected to send copies of the proxy-related materials, including a voting instruction form ("VIF") directly to the NOBOs in connection with the Meeting. With respect to OBOs, in accordance with applicable securities law requirements, the Company has distributed copies of the Meeting materials to the clearing agencies and Intermediaries for distribution to OBOs. The Company will not pay for Intermediaries to deliver the Meeting materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs may not receive the Meeting materials.

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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:

1. be given a VIF 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 which the Intermediary must follow; or
2. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non- Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of their Common Shares which they beneficially own. Should a Non-Registered 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 form of proxy and insert their own name or such other person's name in the blank space provided. Non-RegisteredShareholders should carefully follow the instructions of their

Intermediary, including those regarding when and where the proxy or VIF is to be delivered.

A Non-Registered Shareholder may revoke a VIF 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 revocation of a VIF or of a waiver of the right to receive Meeting materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting.

The Company is not sending the Meeting materials to Shareholders using "notice-and-access" as defined under NI 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

Revocation of Proxy

In addition to revocation in any other manner permitted by law, a Shareholder, their attorney authorized in writing or, if the Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered Shareholders have the right to revoke a proxy.

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INFORMATION CONCERNING THE COMPANY

The information in this Circular is given as of April 11, 2024 unless otherwise specified.

Voting Shares and Principal Holders Thereof

As at the date of this Circular, 73,325,878 Common Shares were issued and outstanding, each such Common Share carrying the right to one vote on a ballot at the Meeting. Any transferee or person acquiring Common Shares after such date may, on proof of ownership of Common Shares, demand not later than ten days before the Meeting that such transferees name be included in the list of persons entitled to attend and vote at the Meeting. A quorum for the transaction of business at the Meeting is one person present or represented by proxy.

To the knowledge of the directors and executive officers of the Company, at the date of this Circular, no person or corporation beneficially owned, or controlled or directed, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company, except the following:

	No. of Shares Beneficially Owned,	Percentage of
Name	Controlled or Directed, Directly or Indirectly	Outstanding Shares
EcoMine Technologies	32,696,793(1)	44.59%(2)
Corporation

1. Certain directors of the Company hold significant direct and indirect interests in EcoMine Technologies Corporation
   ("EcoMine"). Robert Greene, Chief Technology Officer and a director of the Company, holds 5,333,333 common shares of EcoMine representing 23.22% of its outstanding common shares on an undiluted basis and 23.22% on a fully diluted basis. Syniad Innovations Inc. ("Syniad"), a company of which John Davies and Martin Cronin, directors of the Company, are shareholders, holds 8,666,667 common shares of EcoMine representing 37.74% of its outstanding common shares on an undiluted basis and 37.74% on a fully diluted basis. Mr. Davies holds 10,100,000 common shares of Syniad, representing 23.6% of its outstanding common shares. Mr. Cronin holds 3,607,143 common shares of Syniad, representing 8.4% of its outstanding common shares. In addition to the indirect interest in the Company through EcoMine, Syniad has direct holdings of 3,679,600 common shares and warrants convertible into an additional 3,333,300 common shares of the Company.
2. Based on 73,325,878 Common Shares issued and outstanding.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than the election of directors or the appointment of auditors, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON AT MEETING

Financial Statements and Auditors' Report

The audited financial statements of the Company (the "Financial Statements") for the year ended January 31, 2023, and the auditors' report thereon will be tabled before the Shareholders at the Meeting. The audited financial statements have been approved by the Audit Committee and the Board. The Financial Statements can also be found under the Company's profile on SEDAR+ at www.sedarplus.ca. No vote by the Shareholders is required to be taken with respect to the Financial Statements.

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Fix Number of Directors

At the Meeting, a motion will be made to fix the number of directors to be elected at the Meeting at six

(6).

To become effective, the resolution fixing the number of directors to be elected must be passed, with or without amendment, by the affirmative vote of at least a simple majority of the votes cast by the Shareholders at the Meeting, or any adjournment of the Meeting.

Notwithstanding the foregoing resolution, the directors may, between annual meetings, appoint one or more additional directors of the Company to serve until the close of the next annual meeting, but the total number of additional directors shall not at any time exceed one-third of the number of directors elected at the Meeting.

Election of Directors

At the Meeting, a motion will be made to elect seven proposed nominees as directors of the Company until the next annual meeting or until their successors are elected or appointed, and the Shareholders will be asked to vote on the election of each nominee individually.

To become effective, the resolutions electing each director individually must be passed, with or without amendment, by the affirmative vote of at least a simple majority of the votes cast by the Shareholders at the Meeting, or any adjournment of the Meeting.

Director Nominee Information

The following table sets forth, in respect of each proposed nominee for election as a director of the Company, certain information as of the date of this Circular. The information set forth in the following table is based upon information furnished by the respective nominees and by the Company.

Name, Province
of Residence and						Common Shares
Date first became						Beneficially Owned
a Director	Office		Principal Occupation	or Controlled
John Davies (1)(3)	Director	President, Syniad Innovations Inc. (2015 to	40,000 (4)
British Columbia,		Present),	Director of	EcoMine	Technologies
	(August 2017 to Present)
Canada
January 31, 2021
Robert Crandall	Director and	President, EcoMine Technologies (August 2017	42,000 (5)
Greene	Chief Technology	to Present), previously a graduate student at
British Columbia,	Officer	UBC
Canada
January 31, 2021
Martin Cronin (1)(2)	Director	CEO and President of Patriot One Technologies	73,000 (6)
British Columbia,		(2016-20); Director, Helios Global Technologies
	(2010 to	Present),	Chairman	of Syniad
Canada
	Innovations Inc. (2021-present)
March 12, 2021

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Name, Province
of Residence and			Common Shares
Date first became			Beneficially Owned
a Director	Office	Principal Occupation	or Controlled
Brian Firth	Chief Executive	Managing Director of MIE Medical Research	50,000
England, United	Officer and	(2013-2021)
Director
Kingdom
January 12, 2023
Bola Grace (1)(2)(3)	Director	Head of R&D Programme, SPD GmBH (2011-	nil
England, United		2021); Managing Director, Cambridge Matrix
	(2021-present)
Kingdom
January 25, 2023
Martha Najib (2)(3)	Director	VP of Market Analytics, XimedicaDx (2017-	nil
Texas, United States		2020); Manager, Director of Strategic
	Partnerships, Danaher Corporation (2020-
March 7, 2023
	2022); Head of Commercialization, Rover
		Diagnostics (2023-present)
Notes:

1. Member of the Audit Committee.
2. Member of the Compensation Committee.
3. Member of the Governance and Nomination Committee.
4. John Davies holds 40,000 Common Shares directly. Mr. Davies also holds an interest in certain Common Shares held by EcoMine, a principal shareholder of the Company, and indirectly through his shareholdings in Syniad, itself a shareholder of EcoMine. See Note 1 under "Voting Shares and Principal Shareholders Thereof".
5. Robert Crandall Greene holds 42,000 Common Shares directly. Mr. Greene also holds an interest in certain Common Shares indirectly through EcoMine, a principal shareholder of the Company. See Note 1 under "Voting Shares and Principal Shareholders Thereof".
6. Martin Cronin holds 73,000 Common Shares directly. Mr. Cronin also holds an interest in certain Common Shares held by EcoMine, a principal shareholder of the Company, indirectly through his shareholdings in Syniad, itself a shareholder of EcoMine. See Note 1 under "Voting Shares and Principal Shareholders Thereof".

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the best of the knowledge of management of the Company, except as set out below, no proposed nominee for election as a director of the Company:

1. is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any corporation (including the Company) that,
2. 1. was subject to an order (as defined below) that was issued while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
   2. was subject to an order that was issued after that person 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 director, chief executive officer or chief financial officer; or
3. is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any corporation (including the Company) that, 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