NervGen Pharma : Notice of Meeting and Management Proxy Circular

NOTICE OF MEETING

AND

MANAGEMENT PROXY CIRCULAR

FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD AT 1:00 P.M. (PT)

ON TUESDAY, JUNE 4, 2024

AT

1133 MELVILLE STREET, SUITE 3500, THE STACK, VANCOUVER, BRITISH COLUMBIA V6E 4E5

NERVGEN PHARMA CORP.

112-970 Burrard Street, Unit 1290, Vancouver, BC V6Z 2R4

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual meeting (the "Meeting") of shareholders of NervGen Pharma Corp. (the "Corporation") will be held at 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia V6E 4E5, on Tuesday, June 4, 2024, at 1:00 p.m. (Pacific time), for the following purposes:

1. to receive the consolidated financial statements of the Corporation for its fiscal year ended December 31, 2023, the report of the auditor thereon and related management's discussion and analysis;
2. to elect the directors of the Corporation for the ensuing year;
3. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors to fix the auditor's remuneration;
4. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the Amended and Restated Option Plan of the Corporation;
5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting is set forth in the Management Proxy Circular which accompanies this Notice of Meeting.

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DATED at Vancouver, British Columbia this 2nd day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

"William Radvak"

William Radvak

Chairperson

NOTES:

1. A Management Proxy Circular and Proxy accompany this Notice of Meeting. Registered shareholders who are unable to be present at the Meeting are kindly requested to specify on the accompanying form of proxy the manner in which the shares represented thereby are to be voted, and to sign, date, and return same in accordance with the instructions set out in the Proxy and the Management Proxy Circular.
2. As provided in the Business Corporations Act (British Columbia), the directors have fixed a record date of April 26, 2024. Accordingly, persons who are registered as shareholders on the books of the Corporation at the close of business on April 26, 2024, are entitled to notice of the Meeting.
3. If you are a non-registered shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or intermediary.

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NERVGEN PHARMA CORP.

112-970 Burrard Street, Unit 1290, Vancouver, BC V6Z 2R4

MANAGEMENT PROXY CIRCULAR as at May 2, 2024 (unless otherwise indicated)

This Management Proxy Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of NervGen Pharma Corp. ("NervGen" or the "Corporation") for use at the annual meeting (the "Meeting") of its shareholders to be held on June 4, 2024 at the time and place and for the purposes set forth in the accompanying Notice of the Meeting.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Corporation. The Corporation will bear all costs of this solicitation.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the "Proxy") are officers and/or directors of the Corporation. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the common shares in the capital of the Corporation ("Common Shares") represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

1. each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,
2. any amendment to or variation of any matter identified therein, and
3. any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter and for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

If you are a registered shareholder, you may wish to vote by proxy whether or not you attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

1. completing, dating and signing the enclosed form of proxy and returning it to the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare") (Attention: Proxy Department), 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 no less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the day of the Meeting or, by a registered Shareholder, with the Secretary or the Chairman of the Meeting at the time and place of the Meeting or any adjournment thereof. The instrument appointing a proxyholder must be executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a corporate body, by its authorized officer or officers;

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1. using a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder's account number and the proxy access number; or
2. logging on to the internet through Computershare's website at www.investorvote.com. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the proxy access number.

Non-Registered (or Beneficial) Shareholders

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

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Corporation as the registered holders of Common Shares) and NOBOs, or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the names of intermediaries, which include banks, trust companies, securities dealers or brokers and trustees or administrators of self- administered RRSPs, RRIFs, RESPs and similar plans.

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

Voting for Beneficial Shareholders

The Corporation is taking advantage of the provisions of National Instrument 54-101 "Communication with Beneficial Owners of Securities of a Reporting Issuer" that permit the Corporation to deliver proxy-related materials directly to its NOBOs. Please see the above headings "Registered Shareholders" and "Non- Registered (or Beneficial) Shareholders".

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or intermediary. By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Beneficial Shareholders who are OBOs do not appear on the list of shareholders of the Corporation maintained by the transfer agent. The Corporation will not pay for intermediaries to forward the proxy related materials for the Meeting to OBOs. Accordingly, any OBOs should note that they will not receive copies of these proxy related materials unless the intermediary for each OBO assumes the delivery costs related in any such delivery. OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of Canada and securities laws of the Provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the Provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the Provinces of Canada differ from the disclosure

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requirements under United States securities laws.

The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Business Corporations Act (British Columbia) certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

1. executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare (see "Registered Shareholders" above), or at the address of the registered office of the Corporation at 1133 Melville Street, Suite 3500, The Stack, Vancouver, BC V6E 4E5, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
2. personally attending the Meeting and voting the registered shareholder's Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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

Other than as set out herein, no director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year of the Corporation to the date of this Circular, nor any nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the "Board") of the Corporation has fixed April 26, 2024 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Common Shares of the Corporation are listed for trading on the TSX Venture Exchange (the "TSXV"). As of April 26, 2024, there were 69,927,649 Common Shares issued and outstanding, each carrying the right to one vote.

To the knowledge of the directors and executive officers of the Corporation, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding common shares of the Corporation, except as detailed below.

Name	Number of Common Shares	Percentage of Common Shares
PFP Biosciences Holdings LLC	12,879,149 Common Shares	18.4%

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PARTICULARS OF MATTERS TO BE ACTED UPON

PRESENTATION OF FINANCIAL STATEMENTS

The annual financial statements of the Corporation for the year ended December 31, 2023 together with the auditor's report thereon and the related management discussion and analysis in respect of the foregoing financial statements, all of which may be obtained from SEDAR+ at www.sedarplus.ca, will be presented at the Meeting.

ELECTION OF DIRECTORS

The Corporation has nominated nine (9) persons for election as directors of the Corporation at the Meeting. At the Meeting, Shareholders will be asked to elect these nominees as directors of the Corporation. William J. Radvak has determined not to stand for re-election as a director of the Corporation at the Meeting. All nominees are current directors of the Corporation. Unless they resign, all directors elected at the Meeting will hold office until our next annual meeting of Shareholders or until their successors are elected or appointed.

The following table sets out the names of management's nine (9) nominees for election as directors to the Board, each nominee's principal occupation, business or employment, the period of time during which each has been a director of the Corporation and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at April 26, 2024.

Name of Director,	Present Principal Occupation, Business or	Director	Common
Province/State and Country
Employment	Since	Shares
of Residence
J. Craig Thompson2, 5	Chief Executive Officer ("CEO"), Cerevance	April 2022	-
California, USA	since April 2022, President and CEO, Neurana
	Pharmaceuticals from June 2018 to April 2022;
	President and CEO, Anthera Pharmaceuticals
	from January 2016 to June 2018.
Krista L. McKerracher2, 3, 4	Founder, FIG Advisory LLC from September	September 2021	7,758
Florida, USA	2017 to present; VP, Head of
	Hemoglobinopathy Programs at CRISPR
	Therapeutics from November 2017 to October
	2019; Vice President & Global Program
	Franchise Head, Novartis Oncology from
	February 2008 to July 2017.
Glenn A. Ives1, 3	Director and Chair of Audit Committee,	September 2021	58,5116
British Columbia, Canada	Kinross Gold Corporation and Director of
	Wheaton Precious Metals Corp. from May
	2020; Partner, Deloitte LLP (Canada) from
	2000 to March 2020 and Chair from 2010 to
	2018; Director, Deloitte Global from 2010 to
	2018 and Chair of Risk Committee 2012 to
	2018.
Harold M. Punnett1, 4	Retired since March, 2024. Previously self-	January 2017	1,125,532
British Columbia, Canada	employed dentist as sole owner of Dr. Harold
	Punnett, Inc.
Randall E. Kaye4	Chief Medical Officer of Longboard	October 2020	10,000
New York, USA	Pharmaceuticals since March 2022; Chief
	Medical Officer of Neurana Pharmaceutical
	from September 2019 to March 2022;
	Chief Medical Officer of Click Therapeutics
	from September 2018 to September 2019;
	Chief Scientific Officer of SSI Strategy from
	September 2014 to September 2018.

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Brian E. Bayley1, 2, 3 ,5	President of Earlston Management Corp., a	May 2018	400,000
British Columbia, Canada	private management company; and Executive
	Chairman of Earlston Investments Corp.
Adam H. Rogers	Principal of PFP Biosciences Holdings from	July 2022	12,889,1497
Massachusetts, USA	2022; Interim President of NervGen from
	September 2022 to April 2023; Founder (2010)
	and CEO of Hemera Biosciences from
	November 2017; Assistant Professor of
	Ophthalmology of New England Eye Center
	from 2000 to 2020.
Gianni (John) Ruffolo5	Founder & Managing Partner of Maverix Private	October 2023	70,407
Ontario, Canada	Equity from January 2019; Chief Executive
	Officer of OMERS Ventures from January 2011
	to December 2018.
Michael Kelly5	President and CEO of NervGen since April	April 2023	143,957
Pennsylvania, USA	2023; Advisor of MK Advisory LLC from
	October 2019 to December 2022; President, US
	Operations of Adapt Pharma Inc. from March
	2016 to June 2019;

1. Member of the Corporation's Audit Committee.
2. Member of the Corporation's Compensation Committee.
3. Member of the Corporation's Nominating and Corporate Governance Committee.
4. Member of the Corporation's Science Committee.
5. Member of the Corporation's Corporate Finance Committee
6. All Common Shares are held through Mr. Ives private company, Glenn Antony Ives Professional Corporation.
7. Includes 10,000,000 Common Shares held by PFP Biosciences Holdings LLC for which Dr. Rogers serves as Managing Member, 2,879,149 Common Shares held by The Paul & Phyllis Fireman Charitable Foundation, which is associated with PFP Biosciences Holdings LLC, and 10,000 shares personally owned.

Director Biographies

J. Craig Thompson - Mr. Thompson joined Cerevance as CEO and as a member of the Board in April 2022. Prior to Cerevance Mr. Thompson was at Neurana Pharmaceuticals as President & CEO and as a member of the board of directors from June 2018 to April 2022. Prior to Neurana, Mr. Thompson was President & CEO of Anthera Pharmaceuticals, Inc. His previous biotech experience includes Chief Operating Officer for Tetraphase Pharmaceuticals, Inc. and Chief Commercial Officer for Trius Therapeutics, Inc. where he was involved in the $700M+ acquisition of Trius Therapeutics, Inc. by Cubist Pharmaceuticals, Inc., as well as a partnership with Bayer Pharma AG. Prior to Trius Therapeutics Inc., Mr. Thompson served in various global and U.S. roles at Pfizer Inc., including Therapeutic Group Leader of Allergy, Respiratory, Pulmonary Vascular Disease and Inflammation; and ultimately served as Vice President of Marketing for Pfizer's Specialty Care Business Unit. Previous to Pfizer Inc., Mr. Thompson served in positions of increasing responsibility at Merck & Co., Inc., including the European partnership with Schering Plough.

Mr. Thompson holds a Bachelor's degree in Commerce from McMaster University and an MBA from the University of Notre Dame.

Krista L. McKerracher - Ms. McKerracher is a biopharmaceutical leader, Board member, and strategic advisor with over 35 years' experience in both large global pharmaceutical and small biotech companies. Her last corporate role was VP, Head of Hemoglobinopathy Programs at CRISPR Therapeutics where she and her team took the first CRISPR gene-edited product into the clinic. Prior to CRISPR Therapeutics she was VP & Global Program Franchise Head at Novartis where she led a global cross-functional development team. She also held series of commercial roles over 14 years at the Johnson & Johnson family of companies. Ms. McKerracher is currently Founder of FIG Advisory LLC focused on advising early stage companies on strategy and business development. Additionally, she serves on Advisory Boards to Cureleads and BioAxone Biosciences and is a mentor at Springboard, an incubator for female led healthcare and technology companies.

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Ms. McKerracher holds a BSc in Applied Health Studies from the University of Waterloo and an MBA from the Schulich School of Business at York University.

Glenn A. Ives - Mr. Ives is a Director and the Audit Committee Chair of Kinross Gold Corporation and a Director of Wheaton Precious Metals Corp. Mr. Ives retired as a Canadian partner of Deloitte LLP on March 31, 2020. He served as the Executive Chair of Deloitte Canada from 2010 and 2018, a director of Deloitte Global from 2010 to 2018 and Chair of the Deloitte Global Risk Committee from 2012 to 2018. Mr. Ives has extensive corporate governance experience with non-profit organizations including serving as Chair of St. Paul's Foundation (Vancouver) and a director of the Princess Margaret Cancer Foundation from 2010 to 2019 and Chairman from 2016 to 2018.

Mr. Ives holds a Bachelor of Mathematics degree (honors) from the University of Waterloo, graduating on the Dean's Honor List. He is a Fellow of the Chartered Professional Accountants of British Columbia, a member of the Chartered Professional Accountants of Ontario and was the Ontario Gold medalist for the Uniform Final Exams in 1984. Mr. Ives is also a member of the Institute of Corporate Directors and the National Association of Corporate Directors.

Harold M. Punnett - Dr. Punnett is a retired member of the Canadian Dental Association, College of Dental Surgeons of British Columbia, and the British Columbia Dental Association. Dr. Punnett is an experienced angel investor and has previously acted as a director of two public issuers. A co-founder and current Board member of NervGen, he has a passion for helping those with spinal cord injuries and nerve related challenges.

Dr. Punnett holds a Doctor of Dental Medicine degree from the University of British Columbia.

Randall E. Kaye - Dr. Kaye is currently Chief Medical Officer at Longboard Pharmaceuticals in San Diego, California. Prior to Longboard, Dr. Kaye served as Chief Medical Officer at Neurana Pharmaceuticals, Click Therapeutics, Axsome Therapeutics and Avanir Pharmaceuticals. Earlier in his career, Dr. Kaye held leadership positions at Scios Inc., InterMune and Pfizer Inc.

Dr. Kaye earned an MD, MPH, and BS at George Washington University. He was a Research Fellow at Harvard Medical School.

Brian E. Bayley - Mr. Bayley serves as the President and a director of Earlston Management Corp. (a private management company) and Executive Chairman of Earlston Investments Corp. (a private merchant bank). Previously, Mr. Bayley was a director and Resource Lending Advisor for Sprott Resource Lending Corp. (formerly Quest Capital Corp.), a Toronto Stock Exchange and NYSE American listed resource lending corporation. He has held active senior management positions in both private and public natural resource companies and has over 30 years of public issuer experience, both as an officer and a director.

Mr. Bayley holds an MBA from Queen's University. He is also a director and officer of several other public companies.

Adam H. Rogers - Dr. Rogers was the interim President of NervGen Pharma Corp from September 2022 to April 2023 and is a Principal of Boston based PFP Biosciences Holdings and a board-certified ophthalmologist specializing in diseases and surgery of the retina and vitreous. Dr. Rogers co-founded Hemera Biosciences in 2010, a clinical stage gene therapy biotech company targeting dry age-related macular degeneration. He assumed the role of CEO in 2017 and oversaw all aspects of the company until the Hemera assets were acquired in December 2020 by Janssen Pharmaceuticals, a subsidiary of Johnson

• Johnson. From 2001 to 2020 he served as an Assistant Professor of Ophthalmology at the New England Eye Center of Tufts Medical Center (Boston, MA). Dr. Rogers has published 27 articles in peer reviewed journals and co-authored two textbooks and numerous chapters in major ophthalmic textbooks. Since 2007 he has served on the board of One Family Inc., an organization whose mission is to end homelessness in Massachusetts. He is a member of the Emory University Board of Trustees.

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