UNITED STATESUnited States

SECURITIES AND EXCHANGE COMMISSIONSecurities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [   ]

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Zomedica Pharmaceuticals Corp._________________________________________________________ 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

ZOMEDICA CORP.

100 Phoenix Drive, Suite 190

Ann Arbor, Michigan 48108

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on June 6, 2024

To the Common Shareholders of Zomedica Corp.:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Zomedica Corp. (the “Company,” “Zomedica,” “we,” “our” or “us”) to be held on Thursday, June 6, 2024 at 1:00 p.m. Eastern Daylight Time. We are holding the Annual Meeting virtually via live audio webcast. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ZOM2024. You will not be able to attend the Annual Meeting at a physical location. The following matters will be considered and voted upon at the Annual Meeting:

The board of directors of the Company has fixed the close of business on April 17, 2024 as the record date for the determination of shareholders who are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

Your vote is important. Whether or not you plan to attend the Annual Meeting, a registered shareholder should complete, sign, date and return the accompanying form of proxy and mail the form of proxy in accordance with the instructions in the accompanying proxy statement. A beneficial shareholder will receive a form of proxy or voting instruction form from its bank, broker or other intermediary, and should comply with the requirements provided therewith.

April 26, 2024

Ann Arbor, Michigan

TABLE OF CONTENTS

ZOMEDICA CORP.

100 Phoenix Drive, Suite 190

Ann Arbor, Michigan 48108

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

This management information circular and proxy statement (the “Circular”) contains information related to the Annual Meeting of Shareholders (the “Annual Meeting”) of Zomedica Corp. (the “Company,” “Zomedica,” “we,” “our,” or “us”) to be held on Thursday, June 6, 2024 at 1:00pm Eastern Daylight Time, or at such other time and place to which the Annual Meeting may be adjourned or postponed. We are holding the Annual Meeting virtually via live audio webcast. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/ZOM2024 and entering the 16‐digit control number included on the form of proxy or voting instruction form that accompanied your proxy materials.

Proxies for the Annual Meeting are being solicited on behalf of management of the Company. This Circular is first being made available to shareholders on or about April 26, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on June 6, 2024.

Our proxy materials including the Circular for the Annual Meeting, our annual report for the fiscal year ended December 31, 2023 and form of proxy are available on the Internet at https://investors.zomedica.com/ under the Corporate Governance section or at sedarplus.ca. Under Securities and Exchange Commission (the “SEC”) rules, we are providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.

The Company has elected to use “notice-and-access” provisions of applicable Canadian securities legislation to submit proxy-related materials and the Company’s audited financial statements for the fiscal year ended December 31, 2023 and the related management’s discussion and analysis (collectively, the “Annual Report”) to its registered and beneficial common shareholders. Each shareholder will separately receive a notification of notice-and-access, which will contain certain information, including the websites where proxy-related materials and Annual Report have been posted and are accessible.

Unless otherwise indicated, all dollar amounts in this Circular are in United States dollars.

ABOUT THE MEETING

Notification of Availability of Investor Materials

Dear Investor:

Please find attached your form of proxy/voting instruction form for

Zomedica Pharmaceuticals Corp.Why are we calling this Annual and Special Meeting of Shareholders
Wednesday August 15, 2018 at 8:30 a.m. (EDT)

WeirFoulds LLP, 4100 – 66 Wellington Street West, TD Bank Tower, Toronto, Ontario, Canada
Meeting?

The following matters will be reviewedconsidered and voted upon at this meetingthe Annual Meeting:

Under recent changes to Canadian security rules, Canadian companiesWhat are no longer required to distribute physical copies of certain annual meeting related materials such as proxy circulars and annual financial statements to their investors. Instead, they may post electronic versions of such material on a website for investor review. This process, known as "notice-and-access", directly benefits the company through a substantial reduction in both postage and material costs and also helps the environment through a decrease in paper documents that are ultimately discarded.Board’s recommendations?

Electronic copiesOur Board of investor materials related to this meeting may therefore be found atDirectors (our “Board”) believes that the election of the director nominees identified herein and downloaded fromwww.meetingdocuments.com/astca/ZOM. We have added features that will make searchingthe ratification of the appointment of Grant Thornton LLP as our auditors, and for relevant sectionsUnited States securities purposes, our independent registered public accounting firm, for 2024, are advisable and specific items a much easier process than finding this information in the paper versionsbest interests of the Company and its shareholders and recommends that you vote FORthese documents. In addition,proposals. Our Board believes that the investor materials will be filed and be publicly available under the Company's corporate profile on SEDAR (in Canada) and EDGAR (in the United States).

You have a numbercompensation of ways to vote your shares, and these are detailed on the proxy/voting instruction form included with this package. However you choose to vote, we must receive your vote by 10:30 AM, Eastern Standard Time on August 13, 2018. We also strongly encourage you to first review the matters under discussionour named executive officers for the meetingyear ended December 31, 2023, as described in ourthis Circular, was appropriate and recommends that you vote FOR the approval of that compensation. If you are a shareholder of record, or registered shareholder, and you return a properly executed form of proxy circular atwww.meetingdocuments.com/astca/ZOM.

Shouldbut do not mark the boxes showing how you wish to receive paper copies of investor materials related to this meeting,vote, or have any questions, please contact us at1-888-433-6443 orfulfilment@astfinancial.comprior to August 1^st, 2018 and weappoint your own proxyholder, your shares will send them within three business days, giving you sufficient time to vote your proxy. Followingbe voted by the meeting the documents will remain available at the website listed above for a period of one year.

Appointment of Proxyholder

I/We, being holder(s)of common shares in the capital of Zomedica Pharmaceuticals Corp. (the “Company”), hereby appoint: Gerald Solensky Jr., President and Chief Executive Officer or failing him, Shameze Rampertab, Chief Financial Officer and Corporate Secretary, OR

To attend the meeting or to appoint someone to attend on your behalf, print that name here

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given,designated proxyholders in accordance with the recommendations of management) on all the following matters and any other matter that may properly come before the Annual and Special Meeting ofShareholders of the Company to be held at 8:30 (Toronto Time) on August 15, 2018, at the offices of WeirFoulds LLP, 4100- 66 Wellington Street West, TD Bank Tower, Toronto, Ontario, Canada (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powersBoard, as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR Resolutions 1 to 4. Please use a dark black pencil or pen.

1.	Fixing the number of Directors							FOR	AGAINST	ABSTAIN
	Fixing the number of directors to be elected at the Meeting at five (5)
2.	Election of Directors			FOR		WITHHOLD
	1.	Gerald Solensky Jr.
	2.	Shameze Rampertab
	3.	Jeffrey Rowe
	4.	James Lebar
	5.	Rodney Williams
								FOR	WITHHOLD
3.	Appointment of Auditors
	Appointment of MNP LLP as Auditors
								FOR	AGAINST	ABSTAIN
4.	Approval of Stock Option Plan
	Ratify, adopt and approve the Stock Option Plan

I/We authorize you to act in accordance with my/our instructions set outforth above. I/We hereby revoke any proxy previously given withWith respect to the Meeting.If no voting instructions are indicated above, this Proxy will be voted in accordance with the recommendations of management. On any amendments or variations proposedof matters described in the Notice of Annual Meeting or any new businessother matter that properly submittedcomes before our Annual Meeting, the Meeting, I/We authorize the appointee todesignated proxyholders will vote as they see fit.recommended by the Board or, if no recommendation is given, at their own discretion.

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by August 13, 2018.

Proxy Form – Annual Meeting of Shareholders of Zomedica Pharmaceuticals Corp.Who is entitled to be held on August 15, 2018 (the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy . If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

meeting?

How to Vote

All proxies must be received by August 13, 2018.

ZOMEDICA PHARMACEUTICALS CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING

OF

SHAREHOLDERS

To be held on Wednesday, August 15, 2018

at 8:30 a.m. (Toronto time)

at

WeirFoulds LLP

4100 – 66 Wellington Street West, TD Bank Tower

Toronto, Ontario, Canada

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY STATEMENT

July 5, 2018

ZOMEDICA PHARMACEUTICALS CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 15, 2018

TAKE NOTICEthat the annual and special meeting (the "Meeting") of theOnly shareholders of ZOMEDICA PHARMACEUTICALS CORP. ("Zomedica" or the "Corporation") will be held on August 15, 2018record at 8:30 a.m. (Toronto time) at WeirFoulds LLP, 4100 – 66 Wellington Street West, TD Bank Tower, Toronto, Ontario, Canada, for the following purposes:

The board of directors has fixed the close of business on June 19, 2018 as the record date, for determination of shareholdersApril 17, 2024 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote the Common Shares that they held on that date at the Annual Meeting, or any postponement or adjournment thereof,of the Annual Meeting; provided that, to the extent that (i) a registered shareholder has transferred ownership of Common Shares subsequent to the Record Date, and (ii) the righttransferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that the transferee owns the Common Shares and demands, not later than ten days before the Annual Meeting, that the transferee’s name be included on the shareholder list for the Annual Meeting, the transferee shall be entitled to vote thereat.the transferee’s Common Shares at the Annual Meeting.

Accompanying this Notice is the complete textHolders of our Common Shares are entitled to one vote per share on each matter to be voted upon. As of the Management Proxy CircularRecord Date, we had 979,949,668 outstanding Common Shares.

Who can attend and participate in respectthe Annual Meeting?

All shareholders as of the Meeting, which includesRecord Date, or their duly appointed proxyholders, may attend the full text of the above resolutions and detailed information relating to matters to be addressed at the Meeting, together with an Instrument of Proxy. Annual Meeting.

Shareholders who are unable to attend at the Meeting in person are requested to complete, sign, date and return the enclosed Instrument of Proxy. An Instrument of Proxy will not be valid unlessable to attend the Annual Meeting at a physical location. Participating in the Annual Meeting online enables shareholders and duly appointed proxyholders, including beneficial shareholders who have appointed themselves as proxyholders, to participate in the Annual Meeting and ask questions, all in real time. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the Annual Meeting. Beneficial shareholders who have not appointed themselves as proxyholders, can log into the Annual Meeting as set out below and ask questions. Guests can listen to the Annual Meeting, but are not able to vote or ask questions.

To participate at the Annual Meeting:

Registered and Beneficial shareholders: The 16-digit control number is located on the form of proxy or voting instruction form.

Duly appointed proxyholders: Shareholders must provide the proxyholder with an 8 character AIN as described below – “Appointing a Proxyholder”.

It is necessary for a proxyholder to obtain an AIN in order to participate at the Annual Meeting. Without an 8 character AIN, the proxyholder will not be able to vote or ask questions and vote at the Annual Meeting. The proxyholder will only be able to participate as a guest. See “Appointing a Proxyholder” below.

If you participate in the Annual Meeting online, it is depositedimportant that you are connected to the internet at all times during the office of AST Trust Company (Canada), not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) beforeAnnual Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the time for holding the Meeting or any adjournment(s) thereof, or deposited with the Chairmanduration of the Annual Meeting. You should allow ample time to check into the Annual Meeting ononline and complete the day of the Meeting.Annual Meeting procedures.

What constitutes a quorum?

The enclosed Instrumentpresence at the Annual Meeting, in person or by proxy, by at least two persons present and holding or representing by proxy not less than 25% of Proxy appoints nomineesthe outstanding Common Shares entitled to be voted at the Annual Meeting will constitute a quorum for our meeting.

What is the difference between holding shares as a shareholder of managementrecord and as proxyholdera beneficial owner?

Many of our shareholders hold their Common Shares through a bank, broker or other intermediary (collectively, an “Intermediary”) rather than directly in their own name. As discussed herein, there are some distinctions between Common Shares held of record and those owned beneficially.

Shareholder of Record or Registered Shareholder

If your Common Shares are registered directly in your name with our transfer agent, TSX, you may amendare considered, with respect to those shares, a shareholder of record or registered shareholder. As the Instrumentshareholder of Proxy, ifrecord, you wish, by insertinghave the right to grant your voting proxy directly to the persons designated in the space provided the nameform of the person you wishproxy or another proxyholder or to represent you as proxyholderattend and vote at the Annual Meeting.

Beneficial Owner

If your Common Shares are held with an Intermediary, it is the registered holder of your Common Shares, you are considered the beneficial owner of those Common Shares, and these proxy materials are being forwarded to you by your Intermediary, which is considered, with respect to those Common Shares, the shareholder of record. As a beneficial owner, you have the right to direct your Intermediary as to how to vote and are also able to appoint a proxyholder to participate at the Annual Meeting.

If you are a non-registered holderbeneficial owner of shares and received these materials throughCommon Shares registered in the name of your broker or another intermediary, please complete and return the Instrument of Proxy in accordance with instructions provided to youIntermediary, your Common Shares are held by your broker, bank or such other intermediary.Intermediary, or in “street name,” and you will need to obtain a voting instruction form or a legal form of proxy from the organization that holds your Common Shares and follow the instructions included on that form of proxy regarding how to instruct the organization to vote your Common Shares.

DATED:July 5, 2018.How do I vote?

Shareholders are encouraged to vote in advance of the meeting at www.proxyvote.com or as described below.

ZOMEDICA PHARMACEUTICALS CORP.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

July 5, 2018

IN RESPECT OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 15, 2018

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This Management Information Circular and Proxy Statement (the "Management Proxy Circular") is furnishedEven if you currently plan to participate in connection with the solicitation of proxies by the management of Zomedica Pharmaceuticals Corp. (the "Corporation") for use atvirtual meeting, you should consider voting your shares in advance so that your vote will be counted if you later decide not to attend the Annual and Special Meeting of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation to be held at 8:30 a.m. (Toronto time) on Wednesday, August 15, 2018 at 4100 – 66 Wellington Street West, TD Bank Tower, Toronto, Ontario, Canada (the "Meeting"), for the purposes set forthor in the Notice of Annual and Special Meeting (the "Notice") accompanying this Management Proxy Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs associated with the solicitation of proxies will be borne by the Corporation. This solicitation of proxies is first being given to Shareholders on or about July 5, 2018.

Appointment of Proxyholders

Accompanying this Management Proxy Circular is an instrument of proxy for use at the Meeting. Shareholders whoevent that you are unable to attendaccess the Annual Meeting in personfor any reason.

A registered shareholder may vote by attending the Annual Meeting, as described above. Alternatively, a registered shareholder may vote by dating and wish to be represented by proxy are required to date and signsigning the enclosed instrumentform of proxy, and returnreturning it in the enclosed return envelope.All properly executed instrumentsbusiness reply envelope provided to: Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON L3R 9Z9.

A registered shareholder may also vote by Internet by visiting www.proxyvote@.com or by scanning the QR Code to access the website. You will need your 16‐digit control number located on the form of proxy.

As an alternative, you may enter your vote instruction by telephone at 1‐800‐474‐7493 (English) or 1‐800‐474‐7501 (French). You will need your 16‐digit control number located on the form of proxy.

In any event, Broadridge Financial Solutions, Inc. (“Broadridge”) must receive a registered shareholder’s completed form of proxy for Shareholders must be mailed so as to reachnot later than 1:00 p.m. (Eastern Daylight Time) on June 4, 2024, or be deposited at the offices of AST Trust Company (Canada) at 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6. Registered Holders can also Fax their proxy to 416-368-2502 or toll-free within North America 1-866-781-3111 or by e-mail to proxyvote@astfinancial.com no laternot less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario)holidays) prior to the time set for the Meeting orholding any adjournment thereof.of the Annual Meeting.

The persons designated in the instrument of proxy are officers and directors of the Corporation.A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting. To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the instrument of proxy and strike out the names of management's nominees. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

Signing of Proxy

The instrumentform of proxy must be signed by the Shareholderregistered shareholder or the Shareholder'sregistered shareholder’s duly appointed attorney authorized in writing or, if the Shareholdershareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the Corporation. An instrumentsuch corporation. A form of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder)shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation)Company).

Revocability of Proxies

A Shareholder who has submitted an instrumentbeneficial shareholder should receive a voting instruction form (a “VIF”) from your Intermediary. A beneficial shareholder should send the completed VIF in accordance with the Intermediary’s instructions in advance of the proxy may revoke it at any timedeadline, as to allow the Intermediaries to process the instructions and submit them to Broadridge so that they are received prior to the indicated proxy deadline.

Providing your voting instructions in advance will ensure your vote is counted at the Annual Meeting even if you later decide not to attend the meeting or are unable to access it in the event of technical difficulties. If you attend and vote at the meeting during the live webcast, any proxy you have previously given will be revoked.

Appointing a Proxyholder

The persons designated in the form of proxy are officers of the Company. A shareholder has the right to appoint a person (who need not be a shareholder) other than the persons designated in the accompanying form of proxy, to attend and represent the shareholder at the Annual Meeting. To exercise thereof. In additionthis right, a registered shareholder should insert the name of the designated representative in the blank space provided on theform of proxy and strike out the names of management's nominees. Alternatively, a shareholder maycomplete another appropriate form of proxy.

You are encouraged to appoint yourself or such other person (other than the named proxyholders) online at www.proxyvote.com as this will reduce the risk of any mail disruptions in the current environment and will allow you to share the Appointee Information you have created with any other person you have appointed to represent you at the meeting more easily. If you do not designate the Appointee Information when completing your form of proxy or voting information form or if you do not provide the exact Appointee Identification Number and Appointee Name to any manner permitted by law,other person (other than the named proxyholders) who has been appointed to access and vote at the meeting on your behalf, that other person will not be able to access the meeting and vote on your behalf.

You MUST provide your Appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Virtual Shareholder Meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter. 

IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE VIRTUAL MEETING.

If you are a proxybeneficial shareholder located in the United States and wish to participate at the Annual Meeting and vote your Common Shares in real time (or have another person attend as proxyholder and vote on your behalf) the Company understands that the above process involving usage of a voting instruction form received from your Intermediary may not be possible, and you may be revoked by instrument in writing executedrequired to obtain a valid legal form of proxy from your Intermediary. The beneficial shareholder should follow the instructions from its Intermediary included with the legal form of proxy or the voting information form sent to the beneficial shareholder, or contact the applicable Intermediary to request a legal form of proxy if the beneficial shareholder has not received one. After obtaining a valid legal proxy card from the Intermediary, the beneficial shareholder must then submit such legal form of proxy to Broadridge by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorneyindicated deadline for delivery of the corporation and deposited either: (i) at the registered officeform of proxy.

Voting of the Corporation at any time up to and including the last business day preceding the dayForm of the Meeting, or any adjournments thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked: (i) by the Shareholder personally attending the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities; or (ii) in any other manner permitted by law.

Voting of ProxiesProxy and Exercise of Discretion by Proxyholders

All Common Shares represented at the Annual Meeting by properly executed proxiesform of proxy will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrumentform of proxy, the Common Shares represented by the instrumentform of proxy will be voted in accordance with such instructions. The management designees named in the accompanying instrumentform of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholdershareholder appointing him or her on any ballot that may be called for at the Meeting.Annual Meeting, and if the shareholder specifies a choice with respect to any matter to be voted on, the Common Shares will be voted accordingly. In the absence of suchdirection, such Common Shares will be voted "FOR"“FOR” the proposed resolutions at the Meetings.Annual Meeting and “FOR” the advisory vote on executive compensation. Theaccompanying instrumentform of proxy confers discretionary authority upon the persons named therein withrespect to amendments of or variations to the matters identified in the accompanying Notice of Annual Meeting and with respectto other matters that may properly be brought before the Annual Meeting.In the event that amendments or variations to matters identified in the Notice of Annual Meeting are properly brought before the Annual Meeting or any further or other business is properly brought before the Annual Meeting, it is the intention of the management designees to vote in accordance with the recommendations of the Board or, if no recommendation is given, at their best judgment on such matters or business.own discretion. At the time of printing this Management Proxy Circular, the management of the CorporationCompany knows of no such amendment, variation or other matter to come before the Annual Meeting other than the matters referred to in the accompanying Notice.Notice of Annual Meeting.

Notice-and-AccessVoting at the Annual Meeting

The Corporation has electedYou will have the right to usevote at the "notice-and-access" provisions under National Instrument 54-101 –Communications with Beneficial Owners of Securities of a Reporting Issuer(the "Notice-and-Access Provisions") for theAnnual Meeting in respect of mailings to its registered holders of Common Shares ("Registered Shareholders") and in respect of mailings to its shareholders who do not own Common Shares in their own name ("Beneficial Shareholders"). The Notice-and-Access Provisionsat www.virtualshareholdermeeting.com/ZOM2024if you are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowingregistered shareholder or a reporting issuer to post an information circular in respect ofduly appointed proxyholder who has been registered and has been provided with a meeting of its shareholders and related materials online.control number from or AIN.

In relationEven if you plan to theattend our Annual Meeting, a paper copy of each of the Notice of Meeting, this Information Circular, the Form of Proxy and the financial statements and related Management's Discussion and Analysis in respect of the most recent financial year of the Corporation will be mailed to those Registered Shareholders and Beneficial Shareholders who have previously requested to receive them. Unless requested in the manner described below, Registered Shareholders and Beneficial Shareholders will only receive a notice-and access notification and awe recommend that you also submit your form of proxy or voting instruction form.form as described above so that your vote will be counted if you later decide not to attend our Annual Meeting.

The Common Shares represented by the forms of proxy received, properly marked, signed and not revoked, will be voted at the Annual Meeting. However, if the shareholder has appointed a proxyholder other than the management nominees named in the form of proxy, it will be necessary for the proxyholder to log into www.virtualshareholdermeeting.com/ZOM2024 with their 8 character AIN and Appointee Name to vote.

What if I vote and then change my mind?

A shareholder of record who has submitted a form of proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by law, a proxy may be revoked by an instrument in writing executed by the registered shareholder or by his or her duly authorized attorney or, if the shareholder of record is a corporation, executed by a duly authorized officer or attorney of the corporation and deposited either: (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Annual Meeting, or any adjournments thereof, at which the form of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Annual Meeting, or any adjournment thereof.

A beneficial owner may also revoke voting instructions previously submitted. If a beneficial owner wishes to revoke voting instructions, they should contact their Intermediary to discuss what procedures need to be followed. The change or revocation of voting instructions by a beneficial owner can take several days or longer to complete and accordingly, any such action should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form/card by the Intermediary or its service company to ensure it is given effect at the Annual Meeting.

What vote is required to approve each proposal?

The Corporation anticipates that notice-and-access will directly benefitpresence at the Corporation through substantial reductionsAnnual Meeting, in postage and printing costs. The Corporation believes that notice-and-access is also environmentally responsible toperson or by proxy, by at least two persons holding or representing by proxy not less than 25% of the extent that it decreases the large volume of paper documents generated by printing proxy-related materials.

The Corporation will be delivering proxy-related materials to non-objecting beneficial owners of itsoutstanding Common Shares directly with the assistance of AST Trust Company (Canada). Please note that the Corporation's management does not intendentitled to pay for intermediaries to forward the notice-and-access notification and voting instruction request forms to those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about them pursuant to Canadian securities legislation ("Objecting Beneficial Shareholders"). Consequently, if you are an Objecting Beneficial Shareholder, you will not receive these materials unless the intermediary holding Common Shares on your account assumes the cost of delivery.

Shareholders with questions about notice-and-access can call AST Trust Company (Canada) at 416-682-3860 or toll free at 1-800-387-0825.

In order to receive a paper copy of this Circular and other relevant information, requests by Shareholders may be made up to one year from the date the Circular was filed on System for Electronic Document Analysis and Retrieval ("SEDAR") by: (i) mailing a request to the Corporation at 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108, USA, Attention: Chief Financial Officer; (ii) calling AST Trust Company (Canada) at 416-682-3801or toll free at 1-888-433-6443; (iii) by emailing a request to fulfilment@astfinancial.com; or (iv) onlinevoted at the following website: www.meetingdocuments.com/astca/ZOM. The Corporation estimates thatAnnual Meeting will constitute a Shareholder's requestquorum for paper copies of the Circular and other relevant information will need to be received prior to August 1^st, 2018 in order for such Shareholder to have sufficient time to receive and review the materials requested and return the completedour meeting. Under applicable Canadian laws, if a valid form of proxy as set forthis submitted in this Circular

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON

Except as disclosed in this Management Proxy Circular, none of the directors or senior officers of the Corporation at

any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on, other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Shares and Record Date

The authorized share capital of the Corporation consists of an unlimited numberrespect of Common Shares, without nominal or par value. The record datethe form of proxy received and voted as withholding authority, abstentions and broker non-votes (see below) will be counted for the determinationpurpose of Shareholders entitled to receive notice of and to vote at the Meetingdetermining whether a quorum is June 19, 2018 (the "Record Date"). As at the Record Date, there were 92,905,397 Common Shares issued and outstanding as fully paid and non-assessable.present.

Common SharesAssuming that a quorum is present, the following votes will be required:

The holders of Common Shares are entitled to notice of and to vote at all annual and special meetings of shareholders and are entitled to one vote per Common Share. The holders of Common Shares are entitled to receive such dividends as the board of directors of the Corporation (the "Board of Directors" or the "Board") declares and, upon liquidation, dissolution or winding-up, to receive such assets of the Corporation as are distributable to holders of Common Shares.

Holders of Common Shares will not have any dissenters'dissent rights or rights of appraisal in connection with any of the matters to be voted on at the Annual Meeting.

Voting of Common Shares – Advice to Non-Registered HoldersWhat are “broker non-votes”?

Only registered holders of Common Shares, or the persons they appointUnder applicable United States laws, banks and brokers acting as their proxies,nominees are permitted to attenduse discretionary voting authority to vote proxies for proposals that are deemed “routine” by the New York Stock Exchange (the exchange that makes such determinations), but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine” by the New York Stock Exchange. A broker “non-vote” occurs when a proposal is deemed “non-routine” and vote ata nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to the Meeting. matter being considered and has not received voting instructions from the beneficial owner. The determination of which proposals are deemed “routine” versus “non-routine” may not be made by the New York Stock Exchange until after the date on which this Circular has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your Common Shares.

However, in many cases,under applicable Canadian securities laws, banks, brokers and other Intermediaries are not permitted to vote Common Shares held on behalf of beneficial shareholders except in accordance with voting instructions received from the applicable beneficial shareholder. Therefore, Canadian Intermediaries are not permitted to exercise discretionary voting authority in relation to “routine” business. Further, the Alberta Business Corporations Act (the “ABCA”), which is the statute pursuant to which the Company has been incorporated, provides that shares of a corporation that are registered to a registrant or a registrant’s nominee and are not beneficially owned by the registrant are not permitted to be voted without instructions from the beneficial owner, and the registrant is not permitted to appoint a holder (a "Non-Registered Holder")proxyholder in respect of those shares without voting instructions from the beneficial owner.

How are registered either:we soliciting this proxy?

We are soliciting this proxy on behalf of management of the Company and will pay all expenses associated therewith. Some of our officers, directors and other employees also may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, facsimile or other electronic means.

We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies, provided that the Company does not intend to pay for the costs of forwarding proxy-related materials (including the notice-and-access notification) to “objecting beneficial owners” unless required by applicable United States securities laws. As a consequence, such objecting beneficial owners may not receive the proxy-related materials unless their Intermediary assumes the cost of delivery.

In accordance with the requirementsPROPOSAL 1: TO ELECT EIGHT DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING

Our Board currently consists of National Instrument 54-101eight (8) directors. The following persons have been nominated for election as directors of the Canadian Securities Administrators,Company at the Corporation has distributed copiesAnnual Meeting, each to serve until the next annual meeting of the Notice, this Management Proxy Circular andcommon shareholders of the instrumentCompany or until their successors are elected or appointed. All eight (8) nominees are currently members of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use a service company (suchBoard. Nominee Larry Heaton currently serves as Broadridge Investor Communication Solutions ("Broadridge")) to forward meeting materials to Non-Registered Holders.our Chief Executive Officer.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will:

The purposeeight (8) nominees receiving the highest number of these procedures isvotes “FOR” duly cast at the Annual Meeting will be elected to permit Non-Registered Holders to direct the votingBoard.

Shareholders can vote for all of the Common Shares they beneficially own. Should a Non-Registered Holder wishproposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. If, prior to attend and vote at the Annual Meeting, any vacancies occur in person (or have another person attend and vote on behalfthe list of the Non-Registered Holder), the Non-Registered Holder should strike out the names ofproposed nominees herein submitted, the persons named in the enclosed form of proxy and insertintend to vote FOR the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form.In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set above.

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information with respect to beneficial ownership of our securities as of the Record Date by:

The number of Common Shares beneficially owned by each shareholder is determined in accordance with United States Securities and Exchange Commission ("SEC") rules. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Percentage ownership is based on 92,905,397 Common Shares outstanding on the Record Date. In computing the number of Common Shares beneficially owned by a person and the percentage ownership of that person, Common Shares subject to stock options, warrants or other rights held by such person that are currently convertible or exercisable or will become convertible or exercisable within 60 days of June 19, 2018 are considered outstanding, although these Common Shares are not considered outstanding for purposes of computing the percentage ownershipelection of any other person.

Unless otherwise stated,substitute nominee or nominees approved by the address of each 5% or greater beneficial holder is c/o Zomedica Pharmaceuticals Corp., 100 Phoenix Drive, Suite 190, Ann Arbor, Michigan 48108. We believe, based on information provided to us,Board and FOR the remaining proposed nominees. Management has been informed that each of the shareholdersproposed nominees listed below has sole voting and investment power with respectis willing to the Common Shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.

Notes:

MANAGEMENTserve as a director if elected.

Executive Officers and DirectorsNominees for Election until the Next Annual Meeting

The following table sets forth the name, age positionas of the Record Date and tenureposition of each of our directors and executive officers as of February 27, 2018:director nominees:

____________ 

Notes:

Information as to the Common Shares that are beneficially owned, controlled or directed, directly or indirectly, by each nominee is provided under “Security Ownership of Certain Beneficial Owners and Management” below.

Gerald Solensky Jr. isThe following includes a brief biography of each of the foundernominees standing for election to the Board at the Annual Meeting, based on information furnished to us by each director nominee, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the applicable nominee should serve as a member of our business. HeBoard.

Jeffrey Rowe has been our President and Chief Executive Officer since May 2015. He has been the Chairman of our board of directors since May 2016. From 2013 to 2015, Mr. Solensky worked on developing our business model, authored a consumer financial education programthe Board and completed over 800 hours of observation time with a board-certified veterinary surgeon to garner a more complete understanding of our veterinary customers and their associated needs. From 2010 to 2013, he was a consultant for business turnarounds and capital raising. We selected Mr. Solensky to serve on and lead our board of directors due to his track-record building successful operations within start-up, turnaround and rapid-change environments.

Shameze Rampertab, CPA, CA has been our Chief Financial Officer since March 2016. In April 2016, he took on the roles of Corporate Secretary and Director. Mr. Rampertab acted as an independent consultant for a number of companies, including us, in respect of which he provided general financial advisory and accounting services prior to his appointment as Chief Financial Officer, from November 2015 to March 2016. He was the Chief Financial Officer of multiple publicly-traded health care companies including Profound Medical Corp. from October 2014 to November 2015 and Intellipharmaceutics International Inc. from October 2010 to October 2014. Mr. Rampertab is a chartered professional accountant and chartered accountant with twenty years of experience in capital markets, strategic planning and analysis. He holds an MBA from McMaster University and a Bachelor's degree in molecular genetics and molecular biology from the University of Toronto. We selected Mr. Rampertab to serve on our board of directors due to his strong experience in the financial, medical and scientific arenas.

Stephanie Morley, DVM has been our Chief Operations Officer and Vice President of Product Development since July 2017. From October 2015 until July 2017, she served as our Chief Operating Officer. Prior thereto, from July 2015 until October 2015, Dr. Morley was a consultant for us providing strategic and tactical support. From December 2013 to August 2015 Dr. Morley served as Associate Director of Business Development with the University of Michigan Medical School. From April 2006 to August 2013 Dr. Morley held several positions of increasing responsibility with MPI Research, a contract research organization, including Vice President of Operations. Dr. Morley is a trained veterinarian, having earned her DVM degree from Michigan State University. After earning her DVM degree, Dr. Morley was a practicing veterinarian with Oakwood Animal Hospital in Kalamazoo, MI and Adobe Animal Medical Center in Albuquerque, NM where she assumed dual roles of both clinical practitioner and operations management.

Bruk Herbst has been our Chief Commercial Officer since July 2017. From October 2015 to December 2016 Mr. Herbst was the Executive Senior Vice President of Sales and Marketing at i4C Innovations Inc. d/b/a Voyce, an animal health and wellness company. From October 2007 to September 2015, he served as Executive Senior Director and Head of U.S. Sales at IDEXX Laboratories, Inc, a developer, manufacturer and distributor of products and services for the companion animal veterinary and other markets, where he was responsible for in-clinic and reference lab diagnostics, point of care, information technologies and digital radiology. From January 1999 to October 2007 Mr. Herbst also held commercial leadership roles in patient monitoring, pharmacy and diagnostics with Omnicare Specialty Care Group and Life Systems. He holds a Bachelor of Science degree in business from the University of Arizona.

Non-Management Directors

James LeBar has been a Director and the Chairman of our Compensation Committee since April 2016. Mr. LeBar alsoDecember 2019 and has served as a director on the board of ZoMedica Pharmaceuticals, Inc. from May 2015 until the completion of our Qualifying Transaction in April 2016. From March 2011 until his retirement in January 2016, Mr. LeBar served as a turnaround consultant for Nationwide Placement Inc., a specialized health training company. We selected Mr. LeBar to serve on our board of directors due to his experience as an entrepreneur and executive leader, an expert in building and operating start-up companies and establishing corporate structures for profitability and success.

Rodney Williams,MBA has served as a Director and the Chair of our Corporate Governance Committee (now called the Nominating and Corporate Governance Committee) since April 2016. He is currently employed as Corporate Global Vice President Portfolio and Services for publicly-traded Align Technologies (ALGN) as of February 1, 2017. Previously, Mr. Williams was an entrepreneur-in-residence with PTV Healthcare Capital, a private equity investment firm and he has been with PTV since October 2015. Prior to PTV, he was President and CEO of Heart Rhythm Society Consulting Services from January 2013 through August 2015. From January 2008 through January 2013, Mr. WilliamsRowe served as Senior Vice President of Global Product Planning and Marketing at St. Jude Medical Inc. Mr. Williams also served in commercial leadership roles in sales and marketing at GE Healthcare, Johnson and Johnson, and Bausch & Lomb. Mr. Williams earned both his MBA and Bachelor of Science degrees from the University of Southern California and attended the General Management Executive Leadership Program at The Wharton School of Business. We selected Mr. Williams to serve on our board of directors due to his experience with both large and small-cap medical technology and related health care companies and his global commercialization expertise.

Jeffrey Rowe has served as a Director and the Chairman of our Audit Committee sincefrom April 2016.2016 until September 2021. Until his retirement in October 2015, Mr. Rowe served as Executive Vice President and a Director of Diplomat Pharmacy, Inc. (NYSE: DPLO), the largest independent specialty pharmacy company in the U.S. During his tenure with Diplomat, the company grew from a single location with less than $5 million in revenue, to sixteen locations and $3 billion in sales, and became publicly traded on the New York Stock Exchange. Prior to his career with Diplomat, Mr. Rowe owned two successful community pharmacies in Genesee County, Michigan. He holds a Bachelor of Pharmacy degree from Ferris State University. We selected Mr. Rowe to serve on our board of directorsBoard due to his financial expertise and his extensive experience in pharmaceutical operations, the specialty pharmacy industry and fundamental business strategies involving accreditation, contracting, cybersecurity and regulation, combined with an expertise in compounding and integrative medicine. Mr. Rowe resides in Flushing, Michigan.

Thomas Robitaille has been a Director since October 2016.Robert Cohen was appointed to the Board in August 2020. Mr. Robitaille isCohen served as our Chief Executive Officer from January 1, 2021 until his retirement on November 1, 2021 and served as our Interim Chief Executive Officer from June 2020 until his appointment as Chief Executive Officer. From April 2017 to May 2019, he was President and Chief Executive Officer of EmboMedics, Inc., an independent management consultant specialized in animal health.early stage medical device company. From February 2016November 2009 to AprilFebruary 2017 he was the Vicea founder and President and Chief Executive Officer of Veterinary Channel Development at Blue Buffalo Company, a premium, all-natural pet foodMiromatrix Medical Inc., an early stage biotechnology company. From October 2006 to October 2015, Mr. Robitaille was the Director of the Americas for the animal health pharmaceutical company Vetoquinol SA Inc. As the Director of the Americas he managed affiliated companies and regional distributors in Canada, the United States, Mexico and Brazil. He was responsible for veterinary pharmaceutical operations in the United Kingdom, Ireland, Belgium, and the Netherlands as Managing Director andCohen also served as DirectorPresident and Chief Executive Officer of International Development, whereTravanti Pharma Inc., Advanced Circulatory Systems Inc., and GCI Medical. In addition, he contributed to an increaseserved in salessenior management positions at St. Jude Medical, Inc., Sulzermedica, and profit for in Eastern Europe, Asia Pacific, Africa, and Latin America. HePfizer Inc. Mr. Cohen has a MasterBachelor of Business AdministrationArts degree from Bates College and has a J.D. degree from the University of Warwick and BachelorMaine School of Science degree from Concordia University.Law. We selected Mr. RobitailleCohen to serve on our board of directorsBoard due to his lengthyextensive experience in the animal health industrymedical device and biotechnology companies, including his skillsservice as our Chief Executive Officer. Mr. Cohen resides in the areas of product development, sales and marketing and mergers and acquisitions. Mr. Robitaille will not be seeking re-election at the Meeting.Eden Prairie, Minnesota.

Jane Eagleson,Chris MacLeod has been a Directordirector since October 2016.July 2020. Mr. MacLeod is an attorney whose practice is focused on complex business litigation. Since January 2010, Mr. MacLeod has been a founding partner of Cambridge LLP, a Canadian law firm, and has held a partnership interest in the firm through C.R MacLeod Professional Corporation since 2014. Mr. MacLeod holds a bachelor’s degree in political science and religious studies from the University of Regina and an LLB from the University of Saskatchewan. Mr. MacLeod was a former Chairman and Member of the Board of Directors for Body and Mind Inc. We selected Mr. MacLeod to serve on our Board due to his experience in representing companies in international matters. Mr. MacLeod resides in Mississauga, Ontario, Canada.

Pamela Nichols, DVM  has been a director since August 2022. Dr. EaglesonNichols is the immediate past President of the American Animal Hospital Association, having served for the past eight years on its Board. Since 1999 she has built and grown multiple successful veterinary hospitals and dog boarding/daycare facilities. The newest hospital is Animal Care Daybreak in South Jordan, Utah, which opened in November of 2019; the newest dog daycare, the Idaho Dog Park opened earlier that same year in Boise. Dr. Nichols owned the Animal Care Center in Utah from 1999-2019 and the Utah Dog park from 2007-2019. She earned her doctorate in veterinary medicine at Colorado State University in 1996 and became one of the first certified rehabilitation professionals in 2004. She is a veterinarian with more thancertified professional coach, focusing on leadership and development of business owners. Dr. Nichols is fluent in Spanish, conversant in Italian and is learning to speak French. She is an instrument rated, commercial pilot and part time flight instructor for Cornerstone Aviation. We selected Dr. Nichols to serve on our Board due to her broad and deep experience and leadership within the veterinary community. Dr. Nichols resides in Scottsdale, Arizona.

Johnny D. Powers has been a director since August 2019. Dr. Powers has over 30 years of experience in animal health pharmaceutical development. She has owned Bleecker Street Consulting,the medical diagnostics industry, including over seven years of experience in veterinary healthcare as a consulting firm specializing in global animal health pharmaceutical product development strategy since January 2013. From November 2014 until the company's acquisition by Zoetissenior executive at IDEXX Laboratories, Inc. in July 2017, she served asDr. Powers was Executive Vice President of ClinicalIDEXX from 2012 until 2016, overseeing multiple business units, including IDEXX Reference Labs, Telemedicine Services, Rapid Assay Point-of-Care Products, Bioresearch and Regulatory Affairs at Nexvet US,Worldwide Operations. He joined IDEXX as Corporate Vice President in February 2009, where he led IDEXX Reference Labs to a global leadership position. Dr. Powers holds a bachelor’s degree in chemistry from Wake Forest University, an M.S. in chemical engineering from Clemson University, an M.B.A. from the Duke University Fuqua School of Business and a Ph.D. in biochemical engineering from North Carolina State University. Dr. Powers has an extensive and proven track record of product innovation, commercial execution and operational excellence in the medical diagnostics industry. He has led the development and commercialization of hundreds of innovative diagnostic platforms, products and services in early-stage businesses as well as global, multi-billion-dollar companies. We selected Dr. Powers to serve on our Board due to his background and experience in the veterinary healthcare field and his proven capabilities in commercial operations. Dr. Powers resides in Naples, Florida.

Sean Whelan has been a director and Chairman of the Audit Committee since September 2021. From August 2020 to July 2023, Mr. Whelan served as the Chief Executive Officer of Encore Rehabilitation Services, a provider of therapy services and associated compliance and revenue cycle support services. From November 2019 until July 2020, Mr. Whelan served as the Chief Financial Officer of Smile America Partners, a provider of in-school dental services. From September 2018 to October 2019, Mr. Whelan served as the Chief Financial Officer of Bedrock Manufacturing, LLC, a manufacturer and retailer of watches, leather goods, apparel, bags and luggage. From September 2017 to September 2018, he served as the Chief Financial Officer of Encore Rehabilitation Services. From December 2010 to December 2016, Mr. Whelan served as the Chief Financial Officer, Secretary and Treasurer and as a Director of Diplomat, Inc. (NYSE: DPLO), a then publicly-traded specialty pharmacy. Mr. Whelan is a Certified Public Accountant and holds Bachelor of Business Administration and Master of Accounting degrees from the University of Michigan’s Ross School of Business. Mr. Whelan is also a prior Director and Audit Committee Chair of Spar Group (NASDAQ: SGRP). We selected Mr. Whelan to serve on our Board due to his financial expertise and experience in the healthcare field. Mr. Whelan resides in Plymouth, Michigan.

Rodney Williams, MBA has served as a director and the Chair of our Nominating and Corporate Governance Committee since April 2016. Mr. Williams has served as CEO of Neuro Event Labs, Inc., since August 1, 2022, a global service provider of NeuroDx services for diagnosing and monitoring of epilepsy seizures. From January 2017 through November 2021, Mr. Williams served on the board of directors and subsequently as CEO and President of PaceMate, Inc., a veterinary biotherapeuticsservice provider for Cardiac Remote Monitoring for active implantable devices. Prior to PaceMate, Mr. Williams served as Corporate Vice President for Align Technologies, where he led Invisalign’s product portfolio, strategy, and global services. Mr. Williams has served as Senior Executive for multiple global multi-billion-dollar companies in Commercial, Portfolio and Business Development roles in Class III medical devices in the area of Cardiology, Radiology and Ophthalmology. Mr. Williams holds a bachelor’s degree in marketing from University of Southern California, and an M.B.A. from the Marshall School of Business of University of Southern California. Mr. Williams has an extensive and proven track-record of product innovation, portfolio management, commercial execution, and operational excellence in the medical device industry. He has led the commercialization of multiple new technologies on a global level and led merger and acquisition of several hundred million dollars of deal flow. We selected Mr. Williams to serve on our Board due to his background and experience in the launching of disruptive innovative platforms, market development expertise and strategic mapping and growth programs. Mr. Williams resides in Grapevine, Texas.

Larry Heaton has been our Chief Executive Officer since November 1, 2021 and served as our President from October 1, 2021 until his appointment as Chief Executive Officer upon Mr. Cohen’s retirement. Mr. Heaton has more than 35 years of executive leadership and operations experience in the medical device and biotechnology industries with an extensive focus on commercialization and business development in both large cap and early-stage medical devices companies. Most recently, Mr. Heaton served as President, Chief Executive Officer and Director of Flowonix, Inc., a privately-held company where she was responsible for the clinical and regulatory phases of global biopharmaceutical product development. From September 2007 through December 2012, Dr. Eagleson was the General Manager of Research & Development and subsequently the Head of Growth Strategies for Argenta Limited, a specialist animal health contract manufacturing organization based on Auckland, New Zealand, through December 2010 and New Jersey thereafter. At Argenta, Dr. Eagleson was responsiblemarketing implantable drug-delivery systems for the management of pain and spasticity, from May 2016 until May 2020. Prior to that, Mr. Heaton was President, Chief Executive Officer and Director of Cardiox Corporation, a subsidiaryprivately held company that developed and marketed drug-device combination products for the structured heart and liver diagnostics markets, joining the Company as its first employee. Previously, he served as President, Chief Executive Officer and Chairman of the board of ViOptix Inc., a privately held company Alcherabio,in the tissue oximetry field. Prior to that, Mr. Heaton served as President, Chief Executive Officer and Director of Curon Medical, Inc., a public company marketing products for the treatment of gastrointestinal disorders. Prior to that, he was President, Chief Executive Officer and Director of Response Genetics, Inc., an animal health clinicalapplied genomics start-up firm, now public, providing contract research organizationand clinical trial gene expression services to the pharmaceutical industry. Mr. Heaton’s earlier career spanned 18 years at United States Surgical Corporation, a leading manufacturer of innovative wound closure products and advanced surgical devices with annual sales in New Jersey,excess of one billion dollars. Mr. Heaton has had twelve U.S. patents issued to date, assigned to the development staff in New Zealand andvarious companies marketing the overall management of Argenta's strategic plans. She hasrelated technologies. He holds a Master of Veterinary Science in immunology from Massey University and Bachelor of Veterinary Science (U.S. DVM equivalent)Arts degree from Eastern Illinois University, has had several articles published in industry publications and has participated in various healthcare industry forums as speaker or panelist. Mr. Heaton has served as a member of the Universityboard of Sydney. She has also authored a numberseveral international medical societies and foundations, including the MITAX Board for the commercialization of publications in peer reviewed journals.NASA technology via partnerships with the medical industry. We selected Dr. EaglesonMr. Heaton to serve on our board of directorsBoard due to herhis position as our CEO, in-depth knowledge and commercialization expertise in depth knowledge of the animal health industrymedical devices and regulatory agencies in developed markets including the United States, European Union and Oceania. Dr. Eagleson will not be seeking re-election at the Meeting.pharmaceuticals industry.

EXECUTIVE COMPENSATION

Please see the attached Schedule "D" for information on the Corporation's Executive Compensation, which has been prepared in accordance with Item 402 "Executive Compensation" of Regulation S-K under the United States Securities Exchange Act of 1934, as amended.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Corporation's most recently completed financial year with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and officers of the Corporation, any proposed management nominee for election as a director of the Corporation or any associate of any director, officer or proposed management nominee is or has been indebted to the Corporation at any time during the last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Proxy Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102), nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Corporation.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements for our named executive officers and directors, we describe below each transaction or series of transactions, since January 1, 2016, to which we were a party or will be a party, in which:

Compensation arrangements for our named executive officers and directors are described elsewhere in this prospectus.

Private Placement Transaction

On December 29, 2016, we issued 791,373 Common Shares in a private placement transaction (the "December 2016 Placement"), conducted in accordance with the requirements of and pursuant to Section 4(a)(2) of the United States Securities Act of 1933 and Regulation D promulgated thereunder to certain entities and individuals, including the Jeffrey M. Rowe Living Trust, the holdings over which Mr. Jeffrey Rowe, a director on our board of directors has voting and dispositive power, and Mr. Robert DiMarzo, previously an executive officer of the Corporation. We raised approximately $880,000 in the December 2016 Placement. The Jeffrey M. Rowe Living Trust acquired 584,480 of our Common Shares in the December 2016 Placement for approximately $650,000 and Mr. DiMarzo acquired 134,880 of our Common Shares in the December 2016 Placement for approximately $150,000.

Equidebt Working Capital Facility

On September 1, 2017, Equidebt LLC ("Equidebt"), one of our shareholders, entered into a loan agreement (the "Loan Agreement"), with Mr. Solensky pursuant to which Equidebt agreed to provide Mr. Solensky with an unsecured line of credit in the amount of $5,000,000 for the purpose of enabling Mr. Solensky to exercise options to purchase up to 950,000 Common Shares expiring on December 21, 2018 and to purchase additional Common Shares from us from time to time, or the line of credit. Amounts borrowed under the line of credit were to bear interest at a rate of 14% per annum payable at maturity. In addition, Mr. Solensky was required to pay Equidebt a monthly maintenance fee of $6,250 per month payable at maturity. All amounts borrowed under the line of credit were to become due and payable on September 1, 2022. Upon the occurrence of an Event of Default (defined in the Loan Agreement to include Mr. Solensky's failure to make payments under the line of credit or his other indebtedness when due, the occurrence of certain insolvency events relating to Mr. Solensky or the occurrence of a substantial change in the existing or prospective financial condition or net worth of Mr. Solensky which Equidebt determines to be materially adverse), Equidebt had the right to declare all amounts outstanding under the line of credit immediately due and payable. We were not a party to the line of credit, which was full recourse against Mr. Solensky.

As a result of discussions with the NYSE American in connection with our application to list our Common Shares, we restructured and replaced the line of credit. Accordingly, on October 17, 2017, we entered into a loan agreement (the "Working Capital Loan Agreement"), with Equidebt pursuant to which Equidebt agreed to provide us with a five-year $5,000,000 unsecured working capital line of credit, or the working capital line of credit. Amounts borrowed under the working capital line of credit bear interest at a rate of 14% per annum payable at maturity. All amounts borrowed under the line of credit become due and payable on October 17, 2022. Upon the occurrence of an Event of Default (defined in the Working Capital Loan Agreement to include our failure to make payments under the working capital line of credit or our other indebtedness when due, the occurrence of certain insolvency events relating to us, Equidebt has the right to declare all amounts outstanding under the working capital line of credit immediately due and payable. The working capital line of credit is unsecured; however Mr. Solensky has personally guaranteed our obligations under the working capital line of credit. In connection with the establishment of the working capital line of credit, the line of credit provided by Equidebt to Mr. Solensky was cancelled without further liability or obligation of either party.

MANAGEMENT CONTRACTS

Except as disclosed in this Management Proxy Circular, the Corporation does not have in place any management contracts between the Corporation and any directors or officers and there are no management functions of the Corporation that are to any substantial degree performed by a person or company other than the directors or officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

CORPORATE GOVERNANCE

Please see the attached Schedule "B" for information on the Corporation's Corporate Governance (Form 58-101F1).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the United States Securities Exchange Act of 1934, as amended, requires our directors and executive, officers, and persons who are beneficial owners of more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us, and written representations that no other reports were required during the fiscal year ended December 31, 2017, all reports required to be filed under Section 16(a) were filed on a timely basis.

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

The Charter of the Corporation's Audit Committee (the "Audit Committee") is attached to this Management Proxy Circular as Schedule "C".

Composition of the Audit Committee

The following are the members of the Audit Committee:

Note:

Education and Experience

For a summary of the education and experience of each of the members of the Audit Committee, see their respective profiles herein under "Management – Executive Officers and Directors – Non-Management Directors".

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 3.3(2) of NI 52-110(Controlled Companies) or the exemption in Section 3.6 of NI 52-110 (Temporary Exemption for Limited and Exceptional Circumstances).

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6 of NI 52-110

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110(De Minimis Non-Audit Services), the exemption in Section 3.2 of NI 52-110 (Initial Public Offerings), the exemption in Section 3.4 of NI 52-110 (Events Outside Control of Member), the exemption in Section 3.5 of NI 52-110 (Death, Disability or Resignation of Audit Committee Member), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

Reliance on the Section 3.8 of NI 52-110

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 3.8 of NI 52-110(Acquisition of Financial Literacy).

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Pre-Approval Policies and Procedures

The Audit Committee has adopted, and the Board of Directors has ratified, a Pre-Approval Policy for Audit and Non-Audit Services (the "Pre-Approval Policy"), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy establishes a list of Pre-Approved Services (including audit, audit-related and tax services), as well as a list of Prohibited Services (being non-audit services that are deemed inconsistent with an auditor's independence).

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years for audit fees are as follows (all figures are in U.S. dollars):

Audit Related Fees

The Audit Committee is responsible for reviewing and discussing the audit financial statements with management, discussing with the independent registered public accountants the matters required in Auditing Standards No. 16, receiving written disclosures from the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants' communications with the Audit Committee concerning independence and discussing with the independent registered public accountants their independence, and recommending to the Board of Directors that the audited financial statements be included in our annual report on Form 10-K.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The financial statements of the Corporation for the year ended December 31, 2017 and the Auditors' Report thereon accompanying this Management Proxy Circular will be placed before the Shareholders at the Meeting for their consideration. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed notice, in the addressed envelope to the Corporation. No formal action will be taken at the Meeting to approve the financial statements, which have been approved by the Board of Directors of the Corporation in accordance with applicable corporate and securities legislation.

Election of Directors

The term of office of each of the present directors expires at the Meeting. At the Meeting, the Shareholders will be asked to approve an ordinary resolution to fix the number of directors of the Corporation to be elected at five (5) members. Management of the Corporation proposes to nominate the persons named below for election as directors of the Corporation at the Meeting, each to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated. All five (5) of nominees are currently members of the Board of Directors of the Corporation. Two (2) current directors (Jane Eagleson and Thomas Robitaille) have decided not to stand for re-election.

Directors are elected by a plurality of the votes of the holders of Common Shares present in person or represented by proxy and entitled to vote on the election of directors. Abstentions and broker non-votes will not be treated as a vote for or against any particular director nominee and will not affect the outcome of the election. Shareholders may not vote, or submit a proxy, for a greater number of nominees than the five (5) nominees named below. Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them.Unless otherwise instructed, the named proxyholders intend to vote "FOR" the election of each of the proposed nominees set forth below as Directors of the Corporation.If, prior to the Meeting, any vacancies occur in the list of proposed nominees herein submitted, the persons named in the enclosed form of proxy intend to vote FOR the election of any substitute nominee or nominees recommended by management of the Corporation and FOR the remaining proposed nominees. Management has been informed that each of the proposed nominees listed below is willing to serve as a director if elected.

The following information concerning the proposed nominees has been furnished by each of them:

Notes

Advance Notice Policy

The Board of Directors has adopted an Advance Notice By-law with immediate effect as of April 28, 2017. The Advance Notice By-law provides for advance notice to the Corporation in circumstances where nominations of persons for election to the Board of Directors are made by Shareholders of the Corporation other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the ABCA; or (ii) a shareholder proposal made pursuant to the provisions of the ABCA.

The purpose of the Advance Notice By-Law is to ensure that all Shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Policy fixes a deadline by which holders of Common Shares must submit director nominations to the Corporation prior to any annual or special meeting of Shareholders and sets forth the minimum information that a Shareholder must include in the notice to the Corporation for the notice to be in proper written form.

The foregoing is merely a summary of the Advance Notice By-law, is not comprehensive and is qualified by the full text of thereof. As of the date of this Circular, the Corporation has not received notice of a nomination in compliance with the Advance Notice By-Law.

Corporate Cease Trade Orders or Bankruptcies

No director or proposed director of the CorporationCompany is, or has been within the past ten years, a director, chief executive officer or chief financial officer of any company that, while such person was acting in that capacity:

No director or proposed director of the CorporationCompany is, or has been within the past ten years, a director or executive officer of any company that, while such person was acting in that capacity, or within a year of that individual 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 proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

No director or proposed director of the CorporationCompany is or has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

No director or proposed director of the CorporationCompany has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority. No director or proposed director of the CorporationCompany has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Conflicts of InterestAdvance Notice By-law

The directors and officersCompany has adopted an advance notice by-law (the “Advance Notice By-law”) which provides for advance notice to the Company by a shareholder who intends to nominate a person for election as a director other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Corporation may, from timeABCA; or (ii) a shareholder proposal made pursuant to time,the provisions of the ABCA. Among other things, the Advance Notice By-law fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any special meeting of shareholders called by the Company and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be involvedin proper written form.

The purpose of the Advance Notice By-Law is to ensure that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. The foregoing is merely a summary of certain aspects of the Advance Notice By-law, is not comprehensive and is qualified by the full text thereof contained in the Amended and Restated By-law No. 1 (2^nd version) of the Company. As of the date of this Circular, the Company has not received notice of a nomination for election at the Annual Meeting in compliance with the business and operations of other issuers, in which caseABCA. For the estimated deadline to provide a conflict of interest may arise between their duties as officers and directors of the Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subjectnotice to such procedures and remedies, as applicable, under theBusiness Corporations Act (Alberta) (the "ABCA").nominate a director, see “Shareholder Proposals –Requirements for Director Nominations” below.

Appointment and Remuneration of AuditorsTHE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES.

CORPORATE GOVERNANCE

Unless otherwise directed,Board Composition

Our Board is currently comprised eight (8) directors. At the management designees named inAnnual Meeting, the accompanying instrument of proxy intendshareholders will be asked to vote in favour of the appointment of MNP LLP as auditors of the Corporation,elect eight (8) directors to hold office until the close of the next annual meeting of shareholders, or until their respective successors are elected or appointed. Our Board is responsible for the business and affairs of our company and considers various matters that require its approval.

Board of Director Meetings

Our Board met eight (8) times in 2023. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board (held during the period for which such director served on the Board) and (ii) the total number of meetings of all committees of our Board on which such director served (during the periods for which the director served on such committee or committees). We do not have a remunerationformal policy requiring members of the Board to attend our annual meetings. Seven out of eight directors attended the 2023 annual meeting of shareholders, which was held remotely.

Director Independence

Our Board determines the independence of our directors by applying the independence principles and standards established by the NYSE American LLC, or NYSE American, including those published in the NYSE American LLC Company Guide. These provide that a director is independent only if our Board affirmatively determines that such director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of such director. They also specify that a director who is an executive officer or employee of the Company or has been an executive officer or employee of the Company within three years, precludes a determination of independence with respect to such director. Under the rules of the NYSE American, independent directors must comprise at least 50% of our Board. In addition, the rules of the NYSE American require that, subject to specified exceptions, each member of our Audit, Compensation, and Nominating and Corporate Governance Committees must be independent.

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment and affiliations, our Board determined that Dr. Powers, Mr. Rowe, Mr. Williams, Mr. MacLeod, Mr. Whelan and Dr. Nichols do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE American. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and any transactions involving them described in the section entitled “Transactions with Related Persons.”

Additionally, Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the Board or any other Board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.

Under the ABCA, there is a requirement that the audit committee of a Canadian “reporting issuer” such as the Company must consist of at least three directors, a majority of whom are not officers or employees of the Company or any of its affiliates. Further, Canadian securities laws impose requirements with respect to the composition of audit committees, including independence requirements. However, the Company currently qualifies for an exemption from compliance with the audit committee requirements in Canadian securities laws, and therefore instead complies with the requirements of the NYSE American and United States securities laws described above.

Board Committees

Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. All of our committee members are independent, as defined under the NYSE American rules.

Each of our committee charters is available on our website at www.zomedica.com.

Audit Committee

Our Audit Committee is currently comprised of five members, Mr. Whelan (Chairman), Mr. Rowe, Mr. Williams, Mr. MacLeod and Dr. Nichols, each of whom is “independent” as that term is defined under applicable SEC rules and NYSE American Listing standards. We have designated Mr. Whelan as our “Audit Committee financial expert,” as defined under Item 407 of Regulation S-K.

Our Audit Committee’s responsibilities include:

All audit services and non-audit services to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

Our Audit Committee met four (4) times in 2023.

Compensation Committee

Our Compensation Committee is currently comprised of four members, Mr. Rowe (Chairman), Mr. Williams, Mr. MacLeod and Dr. Powers, each of whom is “independent” as that term is defined under applicable SEC rules and NYSE American Listing standards.

Our Compensation Committee’s responsibilities include:

Our Compensation Committee met three (3) times in 2023.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is currently comprised of four members, Mr. Williams (Chairman), Mr. Macleod, Mr. Rowe and Dr. Powers, each of whom is “independent” as that term is defined under applicable SEC rules and NYSE American Listing standards.

Our Nominating and Corporate Governance Committee’s responsibilities include:

The committee has used an informal process to identify potential candidates for nomination as directors. Candidates for nomination have been recommended by an executive officer or director, and considered by the committee and the Board of Directors. Our Nominating and Corporate Governance Committee met three (3) times in 2023.

Shareholder Nominations for Directorships

Our Nominating and Corporate Governance Committee will consider potential director candidates recommended by shareholders as long as the shareholders comply with comply with the advance notice requirements set forth under section entitled “Shareholder Proposals” beginning on page 32 of this Circular.

Shareholders wishing to recommend a candidate for nomination should contact our Secretary in writing at: Zomedica Corp., 100 Phoenix Drive, Suite 190, Ann Arbor, Michigan 48108, Attn.: Secretary.

Assuming that the appropriate information is provided for candidates recommended by shareholders (who choose not to utilize the statutory provisions or the Advance Notice By-law process), our Nominating and Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by members of our Board or other persons.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have determined that it is in our best interests and the best interests of our shareholders to separate these roles at this time. Mr. Heaton currently serves as our Chief Executive Officer and Mr. Rowe serves as Chairman of our Board. The Board believes this governance structure promotes balance between the Board's independent authority to oversee our business and the CEO and his management team who manage the business on a day-to-day basis.

Our Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel and others, as considered appropriate regarding our assessment of risks. The Board focuses on the most significant risks facing our general risk management strategy, and us and also ensures that risks undertaken by us are consistent with the Board’s appetite for risk. While the Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe that this division of responsibilities is the most effective approach for addressing the risks facing us and that our Board leadership structure supports this approach. Our Audit Committee oversees our cybersecurity program, which is designed to protect our confidential and proprietary information. Any matters of particular significance are further reported to the Board.

Shareholder Communications

Our Board will give appropriate attention to written communications that are submitted by shareholders and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, and subject to advice from legal counsel, the Secretary of the Company is primarily responsible for monitoring communications from shareholders and for providing copies or summaries of such communications to the Board as the Secretary considers appropriate.

Communications from shareholders will be forwarded to all directors if they relate to important substantive matters or if they include suggestions or comments that the Secretary considers to be important for the Board to know. Communication relating to corporate governance and corporate strategy are more likely to be forwarded to the Board than communications regarding personal grievances, ordinary business matters, and matters as to which the Company tends to receive repetitive or duplicative communications.

Shareholders who wish to send communications to the Board should address such communications to: The Board of Directors, Zomedica Corp., 100 Phoenix Drive, Suite 190, Ann Arbor, MI 48108, Attention: Secretary.

Code of Ethics

Our Board has adopted the Code of Ethics, which applies to all officers, directors and employees. Our Code of Ethics is available on our website at www.zomedica.com, as well as our SEDAR+ profile at www.sedarplus.ca. Information contained in, or accessible through, our website does not constitute part of this Circular. We intend to disclose any amendments to our Code of Ethics, or waivers of its requirements, on our website and on our SEDAR+ profile, as well as in our filings under the Exchange Act and filings to satisfy Canadian securities requirements on our SEDAR+ profile.

Anti-Hedging Policy

Under the terms of our insider trading policy, we prohibit each officer, director and employee, and each of their family members and controlled entities, from engaging in certain forms of hedging or monetization transactions. Such transactions include those, such as zero-cost collars and forward sale contracts, that would allow them to lock in much of the value of their stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock, and to continue to own the covered securities but without the full risks and rewards of ownership.

Canadian Governance Disclosure

Attached as Appendix A to this Circular is disclosure of the Company’s corporate governance practices as required by Form 58-101F1. This disclosure is required under Canadian securities requirements.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The following table sets forth certain information regarding our current executive officers as of the Record Date:

Larry Heaton is also a nominee for our Board of Directors, and information regarding his business experience is described above under the heading “Nominees for Election until the Next Annual Meeting.” The business experience for Mr. Blair, Mr. Donato, Ms. DeHaan-Fullerton, and Mr. Klass for at least the past five years is summarized below.

Management

Tony Blair, our Chief Operating Officer since June 13, 2022, joined Zomedica in January 2022 as Executive Vice President of Operations. Prior to joining Zomedica, he was a principal founder of BGA Mfg. Services LLC, a manufacturing and operations consulting organization. Mr. Blair was COO of Cardiox Corporation from 2012 through 2016, a privately held company that developed, manufactured, and marketed drug-device combination products for the structural heart and liver markets. Mr. Blair has more than 30 years of operations leadership experience in the medical device and pharmaceutical industries. Before joining Cardiox in 2012, Mr. Blair served as VP of Manufacturing for Devicor Medical Products, the parent corporation of Mammotome, a global company dedicated to acquiring and growing healthcare companies which subsequently acquired Neoprobe, a public company, where he served as Vice President of Manufacturing Operations. Prior to Neoprobe, Mr. Blair served as Vice President, Manufacturing Operations of Enpath Medical, from 2002 to 2004 which acquired Biomec Cardiovascular, Inc. From 1998 through 2001, Mr. Blair led the manufacturing efforts at Astro Instrumentation, a medical device contract manufacturer. He was part of the leadership of the company from its initial start-up in 1998. Prior to Astro, he spent ten years at Ciba-Corning Diagnostics (now Bayer), in various managerial capacities including Operations Manager, Materials Manager, Purchasing Manager, and Production Supervisor. Before that, he was employed by Bailey Controls and held various positions increasing in responsibility in purchasing and industrial engineering. Mr. Blair started his career at Fisher Body, a division of General Motors in production supervision. He holds a Bachelor’s degree in Business Administration from Cleveland State University.

Peter L. Donato was appointed as the Company’s Chief Financial Officer in March 2023. He has over 30 years of experience in financing, growing, and scaling companies and administrating teams. Prior to his appointment as the Company’s Chief Financial Officer, Mr. Donato served as the Senior Vice President & Chief Financial Officer at Standard Bariatrics, a Cincinnati-based medical device company from May 2020 to October 2022 that was acquired by Teleflex Incorporated in September 2022 in a deal valued at $300 million. From March 2017 to August 2019, Mr. Donato held the position of Senior Vice President & Chief Financial Officer at Neuronetics, a Philadelphia-based transcranial magnetic stimulation therapy company, where he co-led the company’s successful initial public offering. Prior to March 2017, Mr. Donato served as the Chief Financial Officer at Assurex Health, Inc., and has served as Chief Financial Officer and held other senior positions at various publicly traded health technology companies. Mr. Donato holds a Bachelor of Science in Business Administration from The Ohio State University and a Masters of Business Administration from the University of Akron.

Karen DeHaan-Fullerton was appointed as the Company’s General Counsel in May 2022. She was promoted as Chief Counsel and Corporate Secretary on June 13, 2022. Prior to joining the Company, Ms. DeHaan-Fullerton served as Associate General Counsel and Senior Transaction Counsel at Exactech, Inc., a privately held orthopedic device manufacturer from March 2019 to May 2022. From January 2016 to March 2019, Ms. DeHaan-Fullerton held several positions at Elanco US, Inc., an animal healthcare company, including BD counsel, Counsel, North America and Assistant General Counsel. Ms. DeHaan-Fullerton holds a Bachelor of Science degree from Northeast Missouri State University, an accounting certificate from Northwestern University and a Juris Doctorate from the University of Louisville.

Kevin R. Klass was appointed as the Company’s Senior Vice President of Sales in November 2023. Before joining Zomedica in November 2023, Mr. Klass worked for 12 years at Heska Corporation, a global provider of advanced veterinary diagnostic and specialty products that was publicly traded on the NASDAQ until April 2023 when it was acquired by Mars, Inc. At Heska Corporation, Mr. Klass was the Vice President of US Sales from November 2019 to November 2023, and prior to that he was a regional sales manager from August 2011 to November 2019. Prior to Heska, Mr. Klass held sales, sales management, and marketing positions in human healthcare with Siemens, Johnson & Johnson, and Abbott Diagnostics. Before that, Mr. Klass worked for IDEXX Laboratories, Inc. where he was part of the team that initiated IDEXX’s sales into the Canadian market and then later moved into a worldwide marketing role.

EXECUTIVE COMPENSATION

The following table shows the compensation for each of the years ended December 31, 2023 and December 31, 2022 awarded to or earned by each individual who served as our principal executive officer or acting in a similar capacity during the last completed fiscal year and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2023. The persons listed in the following table are referred to herein as the “named executive officers” or “NEOs.”

____________ 

Employment Arrangements with Our Named Executive Officers

Larry Heaton

On October 1, 2021, we entered into an employment agreement with Mr. Heaton (the “Heaton Employment Agreement”). The Heaton Employment Agreement was amended effective as of April 1, 2024. For the period starting on October 1, 2021 and through January 1, 2023, Mr. Heaton’s salary was $400,000. From January 1, 2023 to April 1, 2023, Mr. Heaton’s annual salary was $440,000. Effective with the date of the amendment, Mr. Heaton’s annual salary was increased to $466,400. In addition, the Heaton Employment Agreement provides, among other things, for: (i) a term ending December 31, 2024, subject to automatic renewal for successive one year terms unless either party provides thirty (30) days prior written notice of its election not to renew; (ii) eligibility for an annual discretionary bonus having a target amount of 50% of his base salary based upon achievements approved by the Board; and (iii) in the event that Mr. Heaton’s employment is terminated for any reason other than “cause” or disability or he resigns for “good reason” (each as defined in the Heaton Employment Agreement), Mr. Heaton will be eligible for, subject to execution and non-revocation of a release of claims in our favor: (a) payments equal to one-half of his then current annual salary, to be paid in installments over a six (6) month period in accordance with our regular payroll practices, (b) any portion of his bonus for the year of termination that was earned but unpaid and (c) in the event Mr. Heaton elects to continue his group medical/dental insurance coverage, reimbursements for premium costs of such continuation coverage, at the same level of coverage that was in effect as of termination, for up to six (6) consecutive months or, if earlier, until such continuation coverage is no longer available under applicable laws and plans. Mr. Heaton is subject to non-compete and non-solicit provisions, which apply during the term of his employment and for a period of one (1) year following termination of his employment for any reason. Mr. Heaton is also eligible to receive stock option grants under our Amended and Restated Stock Option Plan and to participate in our employee benefit plans, including health and 401(k) plans, subject to any qualification period therefor. He is also entitled to the reimbursement of reasonable business expenses. The Heaton Employment Agreement also contains customary confidentiality and intellectual property covenants.

Peter Donato

Mr. Donato was appointed as the Company’s Chief Financial Officer on March 16, 2023. In connection with his appointment, the Company agreed to pay him a base salary of $325,000 per year. At the conclusion of each calendar year, Mr. Donato will be eligible to receive an annual discretionary bonus of up to 40% of his base salary based on the achievement of certain individual and corporate performance objectives established by the Company’s Chief Executive Officer and the Board. Mr. Donato was awarded options to purchase 5,000,000 common shares at an exercise price of $0.24 per share. The options will vest in four equal installments, beginning on the one-year anniversary of the date of grant and will expire on the tenth anniversary of the date of grant, subject to the earlier termination upon the occurrence of certain circumstances. Mr. Donato is also eligible to participate in any employee benefits generally available to other employees. In the event that Mr. Donato’s employment is terminated for any reason other than for “cause” or he resigns for “good reason” (each as defined in Mr. Donato’s offer letter, as amended), Mr. Donato will be eligible for, subject to execution and non-revocation of a release of claims in our favor: severance benefits equal to one half of his annual base salary, pro-rated bonus, if applicable, each payable immediately upon termination, and if eligible, reimbursement of insurance coverage premiums at the same level of coverage that was in effect as of the date of severance for up to six months.

Kevin Klass

Mr. Klass was appointed as the Company’s Senior Vice President of Sales in November 2023. In connection with his appointment, the Company agreed to pay him a base salary of $285,000 per year. At the conclusion of each calendar year, Mr. Klass will be eligible to receive an annual discretionary bonus of up to 50% of his base salary based on the achievement of certain goals and objectives established by the Company and the Chief Executive Officer. Mr. Klass was awarded options to purchase 2,000,000 common shares at an exercise price of $0.20 per share. The options will vest in four equal installments, beginning on the one-year anniversary of the date of grant and will expire on the tenth anniversary of the date of grant, subject to the earlier termination upon the occurrence of certain circumstances. Mr. Klass is also eligible to participate in any employee benefits generally available to other employees. In the event that Mr. Klass’s employment is terminated for any reason other than for “cause”, Mr. Klass will be entitled to an amount equal to six months of base salary (“Severance Amount”) over the six-month period following the termination date, in accordance with the Company’s payroll procedures subject to applicable tax withholdings. In the event Mr. Klass’s employment is terminated upon a change of control, he will be entitled to receive the Severance Amount in a lump sum on the Company’s first ordinary payroll date following the separation from service.

Adrian Lock

Mr. Lock was appointed as the Company’s Vice President of Sales and General Manager on October 1, 2021. In connection with his appointment, the Company agreed to pay him a base salary of $288,000 per year. At the conclusion of each calendar year, Mr. Lock would be eligible to receive an annual discretionary bonus of up to 50% of his base salary based on the achievement of certain individual and corporate performance objectives established by the Company’s Chief Executive Officer and the Board. Mr. Lock was awarded options to purchase 1,000,000 common shares at $0.58 per share on his date of hire and an additional options to purchase 2,000,000 common shares at $0.35 per share on February 25, 2022. The options will vest in four equal installments, beginning on the one-year anniversary of the date of grant and will expire on the tenth anniversary of the date of grant, subject to the earlier termination upon the occurrence of certain circumstances.

Ann Marie Cotter

In connection with Ms. Cotter’s appointment as Interim Chief Financial Officer on August 2, 2020, we agreed to pay her a base salary of $200,000 per year. In June 2021, Ms. Cotter received an increase in base salary to $225,000 per year. Effective January 1, 2022, Ms. Cotter’s base salary was increased to $300,000. Ms. Cotter was eligible to receive an annual discretionary bonus of up to 35% of her base salary based upon achievements approved by the Board. The bonus, if any, was payable within sixty (60) days following the end of each fiscal year. Ms. Cotter was also eligible to receive stock option grants under our Amended and Restated Stock Option Plan and to participate in our employee benefit plans, including health and 401(k) plans, subject to any qualification period therefor. She was also entitled to the reimbursement of reasonable business expenses.

Ms. Cotter resigned as the Company’s Chief Financial Officer on March 16, 2023, and on the same date, the Company and Ms. Cotter entered into a Separation Agreement (the “Cotter Separation Agreement”) pursuant to which Ms. Cotter’s last day of employment as Chief Financial Officer was March 16, 2023 and her last day of employment with the Company was April 15, 2023 (the “Separation Date”). Additionally, under the terms of the Cotter Separation Agreement, subject to all applicable tax withholdings, Ms. Cotter received (a) compensation through April 15, 2023; (b) reimbursement for expenses incurred through April 15, 2023; (c) payment of the prorated portion of her annual cash bonus based on thirty-five percent (35%) of her base salary; (d) payout for accrued but unused paid time-off at the time of the next regular payroll payment following the Separation Date; (e) an amount equal to twelve (12) months of her $300,000 base annual salary to be paid in accordance with normal payroll procedures for three (3) months following the Separation Date and the balance to be paid in a lump sum within ninety (90) days of the Separation Date; and (f) the immediate vesting as of the Separation Date of certain stock options granted pursuant to an Option Agreement dated March 13, 2020 with an expiration of March 12, 2025, an Option Agreement dated October 1, 2020 with an expiration of September 30, 2025, and an Option Agreement dated December 31, 2020 with an expiration of December 30, 2030, in each case, which became exercisable in accordance with the terms of the Company’s Option Plan.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information, on an award-by-award basis, concerning outstanding equity awards for each named executive officer as of December 31, 2023:

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PAY VERSUS PERFORMANCE

The following table sets forth information on pay versus performance including the relationship between executive compensation actually paid, as calculated under SEC rules and Company performance.

Pay versus performance table

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(1) Larry Heaton was our PEO for 2023 and for a portion of 2022. The non-PEO NEOs for 2023 are Peter Donato, Kevin Klass, Ann Cotter, and Adrian Lock; for 2022, Adrian Lock and Ann Cotter; and for 2021, Adrian Lock, Ann Cotter and Bruk Herbst.

(2) For each year the values included in these columns for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively:

_____________

(3) For each year, total shareholder return for the Company was calculated in accordance with Item 201 (e) and Item 402 (v) of Regulation S-K.

(4) Net income is rounded to the nearest thousand.

Relationship Between Compensation Actually Paid and Each of TSR and Net Income

The following graph sets forth the relationships between certain figures included in the Pay Versus Performance Tables for each of 2023, 2022, and 2021, including: (i) the compensation actually paid to the PEO (on an aggregate basis) and the average compensation actually paid to our non-PEO NEOs and each of (a) TSR (column (f) in the Pay Versus Performance Table) and (b) net income (column (h) in the Pay Versus Performance Table).

DIRECTOR COMPENSATION

On December 9, 2022, we amended the compensation policy for our outside directors to set compensation that each director receives at $50,000 per year, payable in quarterly installments, commencing in 2023. In addition, the Chairman of the Board receives an additional $10,000 in annual compensation and each committee chair receives an additional $5,000 in annual compensation, payable in quarterly installments.

On August 31, 2022, we granted Dr. Nichols options to acquire 800,000 Common Shares in connection with her appointment to the Board. Dr. Nichols’ options have an exercise price $0.25 per Common Share, vesting at 25% per year beginning with the first anniversary date of August 31, 2023 and expire ten years from the date of grant.

The table below summarizes the compensation we paid to our non-employee directors in 2023.

___________ 

(1) We did not grant any options to our non-employee directors for the period ended December 31, 2023.

Consulting Agreement with Johnny Powers

On November 30, 2022 we amended the March 1, 2022 Consulting Agreement with Johnny Powers, a member of our Board (the “Powers Agreement”). Pursuant to the amendment, the Powers Agreement was extended through May 31, 2023, when it expired. Pursuant to the Powers Agreement, as amended, Dr. Powers provided strategic consulting services to the Company. Dr. Powers was entitled to $10,000 per month as compensation and reimbursement for authorized expenses.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who are beneficial owners of more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us, and written representations that no other reports were required during the fiscal year ended December 31, 2023, all reports required to be filed under Section 16(a) during 2023 were filed on a timely basis.

REPORT OF THE AUDIT COMMITTEE*

The undersigned members of the Audit Committee of the Board of the Company submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 2023 as follows:

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the Securities and Exchange Commission and with applicable Canadian securities authorities.

Audit Committee of Zomedica Corp.

Sean Whelan

Chris MacLeod

Jeffrey Rowe

Rodney Williams

Pamela Nichols

* The foregoing report of the Corporation. MNP LLP has served as auditorAudit Committee is not to be deemed “soliciting material” or deemed to be “filed” with the Securities and Exchange Commission (irrespective of any general incorporation language in any document filed with the Securities and Exchange Commission) or subject to Regulation 14A of the CorporationSecurities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into a document filed with the Securities and Exchange Commission.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth certain information with respect to beneficial ownership of our securities as of the Record Date by:

The number of Common Shares beneficially owned by each shareholder as indicated below has been determined in accordance with applicable United States securities requirements. Under such rules, beneficial ownership includes any Common Shares as to which a person has sole or shared voting power or investment power. Percentage ownership is based on 979,949,668 Common Shares outstanding on the Record Date. In computing the number of Common Shares beneficially owned by a person and the percentage ownership of that person, Common Shares subject to stock options, warrants or other rights held by such person that are currently convertible or exercisable or will become convertible or exercisable within 60 days of the Record Date are considered outstanding, although these Common Shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

Unless otherwise stated, the address of each beneficial holder is c/o Zomedica Corp., 100 Phoenix Drive, Suite 190, Ann Arbor, Michigan 48108. We believe, based on information provided to us that each of the shareholders listed below has sole voting and investment power with respect to the Common Shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.

____________ 

* Less than 1%

⁽¹⁾ Includes 11,120,000 Common Shares held in the Rowe Family GST Trust, 664,480 Common Shares held by the Jeffrey M. Rowe U/T/A dated November 5, 2004 (the “Jeffrey M. Rowe Living Trust”) and 181,000 Common Shares held by Mr. Rowe through his IRA. Mr. Rowe’s sister, Michele Ramo, serves as trustee to the Rowe Family GST Trust with Mr. Rowe’s oversight. Mr. Rowe has disclaimed all beneficial ownership of the Common Shares held in the Rowe Family GST Trust except to the extent of his pecuniary interest therein. Mr. Rowe serves as trustee to the Jeffrey M. Rowe Living Trust and exclusively makes all investment decisions on behalf of this trust. Also includes options to purchase 1,366,432 Common Shares held by Mr. Rowe.

⁽²⁾ Includes options to purchase 10,628,932 Common Shares.

⁽³⁾ Includes options to purchase 6,000,000 Common Shares.

⁽⁴⁾ Includes options to purchase 1,216,432 Common Shares.

⁽⁵⁾ Includes options to purchase 1,500,000 Common Shares.

⁽⁶⁾ Includes 40,000 shares held by Entrust Group Inc. FBO Rodney James Williams IRA and options to purchase 1,166,432 Common Shares.

⁽⁷⁾ Includes options to purchase 1,250,000 Common Shares.

⁽⁸⁾ Includes options to purchase 1,141,432 Common Shares.

⁽⁹⁾ Includes options to purchase 689,288 Common Shares.

⁽¹⁰⁾ Includes options to purchase 257,858 Common Shares.

⁽¹¹⁾ Includes options to purchase 250,000 Common Shares.

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON

Except as disclosed in this Circular, none of the directors or executive officers of the Company at any time since April 2016. Approvalthe beginning of the Company's last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and executive officers of the Company, any proposed nominee for election as a director of the Company or any associate of any director, executive officer or proposed management nominee, is or has been indebted to the Company or its subsidiaries at any time since January 1, 2023, except for indebtedness which has been fully repaid prior to the date of this Circular. 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, none of the informed persons of the Company (as defined in National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian securities administrators), nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Company or its subsidiaries.

MANAGEMENT CONTRACTS

Since January 1, 2023, there are no management functions of the Company or any of its subsidiaries that are to any substantial degree performed by a person or company other than the directors or officers of the Company or its subsidiaries.

TRANSACTIONS WITH RELATED PERSONS

Other than compensation arrangements for our named executive officers and directors, we describe below the transaction or series of transactions, since January 1, 2023 to which we were a party or will be a party, in which:

Compensation arrangements for our named executive officers and directors are described elsewhere in this Circular. See “Executive Compensation” in this Circular.

None of our directors and beneficial owners of more than 5% of our Common Shares have participated in any offering transactions on the same terms and conditions as the other investors in such offerings.