BioNeutra Global : Information Circular

BioNeutra Global Corporation

TSXV:BGA

OTCQB:BGACF

NOTICE OF ANNUAL GENERAL

AND SPECIAL MEETING

MANAGEMENT INFORMATION CIRCULAR and

PROXY STATEMENT

Meeting to be held on

July 8, 2022

Circular dated

June 1, 2022

BIONEUTRA GLOBAL CORPORATION

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Shares") of BioNeutra Global Corporation (the "Corporation") is scheduled to be held in an in-person and virtual format (see link below) with the in-person format to be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, V6C 1B6 on Friday, July 8,

2022 at 2:00 p.m. (Vancouver time) for the following purposes:

1. to receive the annual audited financial statements of the Corporation for the financial year ended December 31, 2021, together with the auditors' report thereon;
2. to fix the size of the board of directors at five (5) members;
3. to elect the board of directors to serve until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;
4. to appoint Kenway Mack Slusarchuk Stewart LLP, Chartered Professional Accountants, as auditors and to authorize the board of directors to fix the auditors' remuneration;
5. to consider and, if thought advisable, to pass, with or without amendment, an ordinary resolution to approve a stock option plan attached as Schedule C to this Information Circular whereby a maximum of ten (10%) percent of the Corporation's issued and outstanding Shares will be reserved for issuance from time to time; and
6. to transact such other business as may properly be brought before the Meeting, or any adjournment or adjournments thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which Information Circular forms a part of this notice.

Each person who is a Shareholder of record at the close of business on June 1, 2022 (the "Record Date"), will be entitled to notice of, and to attend and vote at, the Meeting provided that, to the extent a Shareholder as of the Record Date transfers the ownership of any Shares after such date and the transferee of those Shares establishes that the transferee owns the Shares and demands, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Shares at the Meeting.

Edmonton, Alberta	By Order of the Board Of Directors
June 1, 2022	(Signed) Jianhua Zhu
	Chief Executive Officer

YOUR VOTE IS IMPORTANT. Shareholders who are unable to attend the Meeting in person can attend the meeting athttps://us05web.zoom.us/j/7682394822?pwd=a0VRbE0zY3RRZUM3Zjh6aTlQWTVBZz09(Zoom

Meeting ID: 768 239 4822; Passcode: Bioneutra) BUT WILL NOT BE ABLE TO VOTE AT THE MEETING. THEREFORE,we strongly urge and ask all shareholders who are attending the Meeting virtually to vote their shares well in advance of the meeting date by COMPLETING AND SIGNING THE ACCOMPANYING FORM OF PROXY to be received by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment thereof. All Shareholders who are unable to attend the meeting are requested to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and return it to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE(8683) (toll free within North America) or 1-312-588-4290(outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the proxy form. Shareholders are cautioned that the use of mail to transmit proxies is at each Shareholder's risk.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING and
MANAGEMENT INFORMATION CIRCULAR
Meeting to be held July 8, 2022
Circular dated June 1, 2022
Page 3 of 48
TABLE OF CONTENTS
BIONEUTRA GLOBAL CORPORATION .................................................................................................	2
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS ........................	2
MANAGEMENT INFORMATION CIRCULAR........................................................................................	4
FORWARD-LOOKING STATEMENTS ....................................................................................................	4
GLOSSARY OF TERMS .............................................................................................................................	5
GENERAL PROXY MATERIALS..............................................................................................................	7
SOLICITATION OF PROXIES...............................................................................................................	7
APPOINTMENT OF PROXYHOLDERS AND REVOCATION OF PROXIES...................................	7
PERSONS MAKING THE SOLICITATION..........................................................................................	7
EXERCISE OF DISCRETION BY PROXY ...........................................................................................	8
VOTING OF SHARES - ADVICE TO BENEFICIAL HOLDERS OF SECURITIES ..........................	8
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ...........	8
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ...............................	9
PARTICULARS OF MATTERS TO BE ACTED UPON .........................................................................	10
PRESENTATION OF FINANCIAL STATEMENTS ...........................................................................	10
FIX NUMBER OF DIRECTORS ..........................................................................................................	10
ELECTION OF DIRECTORS ...............................................................................................................	10
APPOINTMENT OF AUDITOR ...........................................................................................................	13
SHAREHOLDER APPROVAL OF STOCK OPTION PLAN..............................................................	13
OTHER BUSINESS ...................................................................................................................................	15
EXECUTIVE COMPENSATION ..............................................................................................................	15
Director and NEO Compensation, Excluding Compensation Securities................................................	15
Director and Named Executive Officer Compensation, Excluding Compensation Securities ...............	15
Stock Options and Other Compensation Securities................................................................................	17
Employment, Consulting and Management Agreements .......................................................................	19
Oversight and Description of Director and NEO Compensation ...........................................................	20
AUDIT COMMITTEE ...............................................................................................................................	20
Audit Committee Charter .......................................................................................................................	20
Composition of the Audit Committee ....................................................................................................	20
Relevant Education and Experience .......................................................................................................	21
Audit Committee Oversight....................................................................................................................	22
Reliance on Certain Exemptions ............................................................................................................	22
Pre-Approval Policies and Procedures ...................................................................................................	22
External Auditor Service Fees (By Category) ........................................................................................	22
Exemption...............................................................................................................................................	23
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS..........	23
Equity Compensation Plan Information .................................................................................................	23
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .....................................................	23
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .........................................	23
MANAGEMENT CONTRACTS ...............................................................................................................	24
CORPORATE GOVERNANCE ................................................................................................................	24
BOARD APPROVAL ................................................................................................................................	28
ADDITIONAL INFORMATION...............................................................................................................	28
SCHEDULES
Schedule A - AUDIT COMMITTEE CHARTER
Schedule B - CHANGE OF AUDITOR
Schedule C - OPTION PLAN

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING and

MANAGEMENT INFORMATION CIRCULAR

Meeting to be held July 8, 2022

Circular dated June 1, 2022

Page 4 of 48

BIONEUTRA GLOBAL CORPORATION

MANAGEMENT INFORMATION CIRCULAR

Unless otherwise stated herein, all capitalized terms herein shall have the meaning set forth in the Glossary of Terms.

This Information Circular is furnished to Shareholders in connection with the solicitation of proxies by the management of the Corporation for use at the Meeting and any adjournment or adjournments thereof. The Meeting has been called for the purposes set out in the accompanying notice of meeting ("Notice of Meeting").

This Information Circular and the accompanying Notice of Meeting and form of proxy as well as other related meeting materials are being mailed or delivered to Shareholders on or about June 10, 2022. Unless otherwise indicated, information in this Information Circular is given as June 1, 2022.

No person is authorized to give any information or to make any representation not contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of any offer or proxy solicitation. Neither delivery of this Information Circular nor any distribution of the securities referred to in this Information Circular shall, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Information Circular.

FORWARD-LOOKING STATEMENTS

This Information Circular includes "forward-looking statements". All statements, other than statements of historical facts, included in this Information Circular that address activities, events or developments that management of the Corporation expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategies and measures to implement strategies, competitive strengths, goals, expansion and growth of the business and operations, plans and references to the future success of the Corporation, and such other matters, are forward-looking statements. These statements are based on certain assumptions and analyses made by management of the Corporation in light of their experience and their perceptions of historical trends, current conditions and expected future developments as well as other factors they believe are appropriate in the circumstances. However, whether actual results and developments will conform to the expectations and predictions of management of the Corporation is subject to a number of risks and uncertainties. Consequently, all of the forward-looking statements made in this Information Circular are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Corporation will be realized or, even if substantially realized, that they will have the expected consequences, to, or effect on, the Corporation.

Unless otherwise specified, all dollar amounts in this Information Circular are expressed in Canadian dollars.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING and

MANAGEMENT INFORMATION CIRCULAR

Meeting to be held July 8, 2022

Circular dated June 1, 2022

Page 5 of 48

GLOSSARY OF TERMS

The following is a glossary of terms and abbreviations used frequently throughout this Information Circular.

"ABCA" means the Business Corporations Act (Alberta), including regulations promulgated thereunder.

"ASC" means the Alberta Securities Commission.

"BioNeutra" or "Corporation" means BioNeutra Global Corporation, a corporation subsisting under the ABCA and listed on the TSXV under the symbol "BGA".

"Board" means the board of Directors of the Corporation.

"By-LawNo. 1" means the bylaw relating to the business and affairs of the Corporation that was adopted and approved by the Board on September 1, 2015.

"Bylaws" means collectively By-Law No. 1, By-Law No. 2 and By-Law No. 3 of the Corporation adopted and approved by the Board.

"CEO" or "Chief Executive Officer" means each individual who served as chief executive officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year.

"CFO" or "Chief Financial Officer" means each individual who served as chief financial officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year.

"Control Person" means a person or company that holds or is one of a combination of persons or companies that holds more than 20% of the voting securities of an issuer, or a sufficient number of securities so as to materially affect the control of an issuer.

"Corporation" or "BioNeutra" means BioNeutra Global Corporation, a corporation subsisting under the ABCA and listed on the TSXV under the symbol "BGA".

"Director" means a member of the Board.

"Exchange" or "TSXV" means the TSX Venture Exchange.

"Information Circular" means this management information circular and proxy statement dated June 1, 2022, including the schedules appended hereto, sent to Shareholders.

"Meeting" means the annual and special meeting of the Shareholders to be held on Friday, July 8, 2022 at 2:00 p.m. (Vancouver time) for the purposes set forth in the Notice of Meeting.

"Meeting Date" means July 8, 2022.

"Named Executive Officer" or "NEO" means each of the following individuals:

1. each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;