ANNUAL INFORMATION FORM

OF

BIOHARVEST SCIENCES INC.

TABLE OF CONTENTS

In this annual information form (“Annual Information Form”), BioHarvest Sciences Inc., together with its subsidiaries, as the context requires, is referred to as the “Company”. All information contained in this Annual Information Form is as at December 31, 2024, unless otherwise stated, being the date of the most recently completed financial year-end of the Company, and the use of the present tense and of the words “is”, “are”, “current”, “currently”, “presently”, “now” and similar expressions in this Annual Information Form is to be construed as referring to information given as of that date.

This Annual Information Form contains forward-looking statements and information about the Company which reflect management’s expectations regarding the Company’s future growth, results of operations, operational and financial performance and business prospects and opportunities. In addition, the Company may make or approve certain statements or information in future filings with securities regulatory authorities, in news releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements or forward-looking information. All statements and information, other than statements or information of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and information, including, but not limited to statements and information preceded by, followed by, or that include words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intends”, “plan”, “forecast”, “budget”, “schedule”, “project”, “estimate”, “outlook”, or the negative or grammatical variations of those words or other similar or comparable words.

Forward-looking statements and information involve significant risks, assumptions, uncertainties and other factors that may cause actual future performance, achievement or other realities to differ materiality from those expressed or implied in any forward-looking statements or information and, accordingly, should not be read as guarantees of future performance, achievement or realities. Although the forward-looking statements and information contained in this Annual Information Form reflect management’s current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements and information. A number of risks and factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward-looking statements and information. Such risks and factors include, but are not limited to, the following:

·the Company’s negative operating cash flow and the Company’s ability to continue as a going concern; 

·the potential political, economic and military instability in Israel, where the Company’s principal place of business, members of the management team, facilities and employees are located; 

·the Company’s additional requirements for capital; 

·general business risk and liability; 

·the Company’s reliance on key business inputs; 

·the Company’s reliance on third-party suppliers and white-label manufacturers; 

·the Company’s maintenance obligations and facility disruptions 

·the success of the Company’s quality control systems; 

·the effectiveness and efficiency of the Company’s advertising and promotional expenditures; 

·the failure of the Company’s technology to accommodate increased traffic; 

·the increasing consumer acceptance of the Internet as a medium of commerce; 

·the development and maintenance of the Internet infrastructure; 

·a significant downturn in the Company’s subscriptions may not be immediately reflected in its operating results; 

·payment-related risks; 

·changing consumer preferences; 

·risks related to the price of the Company’s products and contract development and manufacturing operation (“CDMO”) services; 

·fluctuations in foreign currency exchange rates; 

·the recall of the Company’s products as a result of them not having the intended effects or causing undesirable side effects; 

·product liability claims in relation to the Company’s products; 

·risks related to insurance; 

·risks related to the Company’s management of growth; 

·computer system failures, cyber-attacks or deficiencies in cyber security; 

·conflicts of interest risk; 

·risks related to governmental regulations; 

·compliance with manufacturing regulations; 

·the Company may face manufacturing stoppages and other challenges associated with audits or inspections by regulatory authorities; 

·risks associated with enrolling candidates in clinical trials or studies of others for the Company’s nutraceutical and cosmeceutical products; 

·delay in achieving or failure to achieve publicly announced milestones by the Company; 

·competition risk; 

·obsolescence; 

·the loss of key personnel by the Company; 

·negative results from clinical or other types of scientific studies and adverse safety events; 

·risks related to potential intellectual property claims and patent infringement; 

·the protection and enforcement of the intellectual property of the Company; 

·the expiration and loss of patents; 

·third-party license risk; 

·the disclosure of proprietary information and trade secrets of the Company to third parties; 

·risks related to smaller companies; 

·the Company’s operations may be negatively affected by global financial conditions; 

·the Company is a “foreign private issuer” and may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses; 

·any return on investment from the Common Shares (as defined herein) is not guaranteed; 

·the Company may not pay dividends; 

·future sales or issuances of debt or equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power, reduce the Company’s earnings per share and make future sales of the Company’s equity securities more difficult; 

·holders of Common Shares are at risk for a substantial loss of capital; 

·the Company will have broad discretion over the use of the net proceeds from its financings, and it may not use these proceeds in a manner desired by its shareholders; 

·the Common Share price has experienced volatility and may be subject to fluctuation in the future based on market conditions; 

·market disruption risks could have a material adverse effect on the market price of the Common Shares; 

·there is currently no market through which the Company’s securities, other than the Common Shares, may be sold; and 

·there is no assurance of a sufficient liquid trading market for the Common Shares in the future. 

For further details, see the “Risk Factors” section of this Annual Information Form.

Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements or information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Further, any forward-looking statements and information contained herein are made as of the date of this Annual Information Form and, other than as required by applicable securities laws, the Company assumes no obligation to update or revise them to reflect new events or circumstances. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statement or information. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this Annual Information Form and the documents incorporated by reference herein. All forward-looking statements and information disclosed in this Annual Information Form are qualified by this cautionary statement.

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The Company completed a consolidation (the “Consolidation”) of the Common Shares on the basis of thirty-five (35) pre-Consolidation Common Shares for every one (1) post-Consolidation Common Share on June 3, 2024.

Unless otherwise indicated, all information in this Annual Information Form is presented on a post-Consolidation basis.

The Company is a biotechnology company that has developed a patented botanical synthesis platform technology (the “Botanical Synthesis Platform Technology”), which enables the Company to grow, in bioreactors at an industrial scale, the active and beneficial ingredients in certain fruits and plants without the need to grow the plant itself.

BioHarvest Sciences Inc. is a corporation incorporated under the Business Corporations Act (British Columbia) (‘BCBCA”) and reporting under the securities laws of British Columbia and Ontario and as a “foreign private issuer” under the securities laws of the United States. The common shares in the capital of the Company (the “Common Shares”) are registered under Section 12(b) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Common Shares are listed for trading on the Global Market (the “Nasdaq GM”) of the Nasdaq Stock Exchange, LLC (“Nasdaq”) under the symbol “BHST”, the Frankfurt Stock Exchange under the symbol “8MV”, the Munich Stock Exchange under the symbol “8MV”, the Stuttgart Stock Exchange under the symbol “CA09076J1084.SG” and the Tradegate Exchange under the symbol “8MV”.

The address of the Company's head office is 1140-625 Howe Street, Vancouver, British Columbia V6C 2T6. The registered and records offices of the Company are located at 704-595 Howe Street, Vancouver, British Columbia V6C 2T5.

The Company has the following three (3) subsidiaries, BioHarvest Israel Ltd. (“BioHarvest Israel”), BioHarvest Inc. (Delaware) (“BioHarvest Delaware”) and Superfood Nutraceuticals Inc., as set out in the diagram below:

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Over the past three years, the Company has strategically expanded its portfolio of products and services, including the development and launch of VINIA® Superfood Coffee and VINIA® Superfood Tea, and the establishment of the CDMO Services Business Unit.

See the “Business - General” and “Business – Products and Services” sections of this Annual Information Form for additional information on the products and services of the Company and their development during the last three (3) completed financial years.

The following is a summary of the material events during the Company’s last three (3) completed financial years that have influenced the general development of the Company’s business.

Financial Year Ended December 31, 2022

Liron Carmel resigned as a director of the Company on January 10, 2022.

Brian Cornblatt was appointed as the Chief Medical Officer of the Company on May 31, 2022.

The commissioning of the Company’s 20-ton per year manufacturing facility (the “Yavne No. 1 Manufacturing Facility”) in the Yavne No. 1 Property (as defined herein) in Yavne, Israel was completed in Q3 2022.

Financial Year Ended December 31, 2023

The Company decided to discontinue any activity related to the development of medicinal cannabis in February 2023.

Ilana Belzer was appointed as the Chief Operating Officer of the Company on April 19, 2023.

The Company commenced clinical activity in Q2 2023 to assess the ability of the Company’s red grape cell (“RGC”) active ingredient to support additional health and wellness opportunities.

On July 18, 2023, the Company issued C$4,642,075.50 in convertible notes of the Company (“Convertible Notes”) pursuant to a non-brokered private placement. Please see “Market for Securities – Prior Sales” for additional information.

The Company created the CDMO Services Business Unit in Q3 2023.

On October 30, 2023, the Company issued C$11,786,489.98 in Convertible Notes pursuant to a non-brokered private placement. Please see “Market for Securities – Prior Sales” for additional information.

On December 22, 2023, the Company issued C$13,622,873.26 in Convertible Notes pursuant to a non-brokered private placement. Please see “Market for Securities – Prior Sales” for additional information.

In Q4 2023, the Company launched a “functional” VINIA® coffee pod product line, VINIA® Superfood Coffee, consisting of medium roast and decaf coffee pods in the United States (with shipment available in Canada).

Financial Year Ended December 31, 2024

Matthew Zrebiec was appointed as the Vice-President, Business Development, of the Company on March 14, 2024.

Anna Tenstam was appointed as the Vice-President, Business Development, Cosmeceuticals and Injectables, of the Company on March 18, 2024.

On March 20, 2024, Bar Dichter was appointed as the Vice-President, Finance, of the Company, Malkit Azachi was appointed as the Vice-President, Research and Development, of the Company, Michal Sapir was appointed as the Vice-President, Regulatory Affairs, of the Company, and Jared Turner was appointed as the Vice-President, D2C Products Business Unit, of the Company.

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On March 28, 2024, the Company issued an aggregate of 1,136,444 common share purchase warrants ("Warrants") in consideration for the early conversion of Convertible Notes in the aggregate principal amount and accrued interest of C$16,742,436.10 into approximately 2,093,392 Common Shares, of which 987,515 Warrants are exercisable at an exercise of price of US$7.77 to acquire one (1) Common Share until October 30, 2025 and 148,930 Warrants are exercisable at an exercise price of US$7.77 to acquire one (1) Common Share until December 22, 2025.

On April 18, 2024, the Company issued an aggregate of 88,294 common share purchase warrants (“Warrants”) in consideration for the early conversion of Convertible Notes in the aggregate principal amount and accrued interest of C$5,675,059.91 into approximately 652,175 Common Shares, of which 83,371 Warrants are exercisable at an exercise of price of US$7.77 to acquire one (1) Common Share until October 30, 2025 and 4,923 Warrants are exercisable at an exercise price of US$7.77 to acquire one (1) Common Share until December 22, 2025.

Anne Binder was appointed as a director of the Company on May 27, 2024.

The Company completed the Consolidation of the Common Shares on the basis of thirty-five (35) pre-Consolidation Common Shares for every one (1) post-Consolidation Common Share on June 3, 2024.

On June 21, 2024, the Company issued an aggregate of 114,236 Warrants in consideration for the early conversion of Convertible Notes in the aggregate principal amount and accrued interest of C$1,331,254.50 into approximately 161,620 Common Shares, of which 107,617 Warrants are exercisable at an exercise of price of US$7.77 to acquire one (1) Common Share until October 30, 2025 and 6,619 Warrants are exercisable at an exercise price of US$7.77 to acquire one (1) Common Share until December 22, 2025.

On June 28, 2024, the Company completed a non-brokered private placement of 603,904 Units at a price of US$7.17 per Unit for aggregate gross proceeds of US$4,329,991.68, with each Unit comprising one (1) Common Share, one-quarter of one (1/4) Warrant, with each Warrant exercisable at an exercise price of US$7.68 to acquire one (1) Common Share until December 28, 2024, and one-quarter of one (1/4) Warrant, with each Warrant exercisable at an exercise price of US$11.52 to acquire one (1) Common Share until December 28, 2025.

On June 28, 2024, the Company issued an aggregate of 20,242 Warrants in consideration for the early conversion of Convertible Notes in the aggregate principal amount and accrued interest of C$288,933.09 into approximately 33,697 Common Shares, which Warrants are exercisable at an exercise of price of US$7.77 to acquire one (1) Common Share until December 22, 2025.

In Q2 2024, the Company commenced the building of a new research and development facility (the “Yavne No. 2 R&D Facility”) in the Yavne No. 2 Property (as defined herein) Yavne, Israel to support the CDMO Services Business Unit, which is expected to be completed in Q2 2025.

David Ryan resigned as a director of the Company on September 19, 2024.

Bar Dichter was appointed as the Chief Financial Officer of the Company and ceased to act as the Vice-President, Finance, of the Company, on October 28, 2024, following Alan Rootenberg’s resignation as the Chief Financial Officer of the Company on October 28, 2024.

Matthew Zrebiec resigned as the Vice-President, Business Development, of the Company on November 1, 2024.

The Common Shares ceased trading on the OTCQB on November 11, 2024. The Common Shares were listed and began trading on the Nasdaq GM under the symbol “BHST” on November 12, 2024.

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The lease for the current location of the Company’s principal place of business in Rehovot, Israel, is likely to be terminated by BioHarvest Israel effective on or before June 2026. The Company intends to move all of its research and development and corporate administrative offices to the Yavne No. 2 Property by Q1 2026.

In Q4 2024, the Company commenced the building of a new manufacturing facility (“Yavne No. 2 Manufacturing Facility”), capable of supporting at least 50 tons per year in the Yavne No. 2 Property in Yavne Israel, to support the demand for VINIA® products and the introduction of new products, such as olive cells and pomegranate cells. The building of the Yavne No. 2 Manufacturing Facility is expected to be completed and start production by Q4 2026.

In Q4 2024, the Company launched a “functional” VINIA® tea product line, VINIA® Superfood Tea, in the United States (with shipment available to Canada).

Subsequent Events to Financial Year Ended December 31, 2024

Sharon Malka was appointed as a director of the Company on January 16, 2025.

Anna Tenstam resigned as the Vice-President, Business Development, Cosmeceuticals and Injectables, of the Company on February 1, 2025.

The Common Shares delisted from and ceased trading on the Canadian Securities Exchange (the “CSE”) on February 14, 2025.

Brian Cornblatt resigned as the Chief Medical Officer of the Company on March 1, 2025.

See “Business – Products and Services” for additional information on changes to the Company’s business expected to occur during the current financial year.

The Company did not complete any “significant acquisitions” during its most recently completed financial year that required the filing of a “business acquisition report” or other information pursuant to Part 8 of National Instrument 51-102 Continuous Disclosure Obligations.

As at the date of this Annual Information Form, the Company’s business is comprised of two (2) business units, the Products Business Unit and the CDMO Services Business Unit.

Products Business Unit

(a)Nutraceuticals 

The Company is engaged in the research and development of science-based health and wellness solutions for the nutraceutical industry. The Company’s first product entry into this market is a polyphenol/anti-oxidant superfruit product called VINIA®, which is a red grape powder that supplies the benefits of red wine consumption but without the sugar, calories and alcohol found in wine.

VINIA® is made of red grape (Vitis vinifera) cells grown in the Company’s proprietary bioreactor facility. VINIA® is a fine, dry pink-purple powder containing a matrix of polyphenols (with a high concentration of piceid resveratrol) in their natural state (as can be found in red wine) that has additive and synergistic benefits. One of the main active ingredients in VINIA® is piceid resveratrol, maintaining the quality and inherent benefits present in nature without any solvent extraction or genetic modification. VINIA® is soluble when integrated with various liquids or cosmetics.

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Products

VINIA® powder, in capsule form, is currently sold in the United States (with shipment available to Canada) and Israel, and VINIA® Superfood Coffee and VINIA® Superfood Tea are currently sold in the United States (with shipment available to Canada).

The Company has a well-developed innovation pipeline in its nutraceuticals segment. The Company plans to introduce a number of new products under the VINIA® brand as well as additional cell-based products utilizing the Botanical Synthesis Platform Technology, such as olive cells and pomegranate cells. The existing and planned pipeline of VINIA® products is as follows:

The Company uses several proprietary formulas to feed the red grape cells at different stages of their growth cycle to produce the VINIA® powder, and all ingredients in the proprietary formulas are in stable global supply with stable pricing.

The Company has partnered with a third-party white-label manufacturer for the final manufacturing of the VINIA® Superfood Coffee and VINIA® Superfood Tea, which incorporate the VINIA® powder, which is produced by the Company, and 100% Arabica coffee (in the case of VINIA® Superfood Coffee) and green, black and herbal tea (in the case of VINIA® Superfood Tea), both of which are in stable global supply and subject to global market prices.

The Company uses several proprietary formulas to feed plant cells at different stages of their growth cycle in the research and development phases of its CDMO services, and all ingredients in the proprietary formulas are in stable global supply with stable pricing.

Overview

The foods, food ingredients and dietary supplements that the Company develops are regulated under a number of national and state/provincial laws, including, but not limited to, the United States Food, Drug, and Cosmetic Act (“FDC Act”), as administered by the FDA, the Israeli Public Health Regulations (Food) (Prohibitions on Attributing Healing Attributes to Food Products) (the “PHR”), as administered by the Israeli Ministry of Health, and the Canadian Natural Health Product Regulations (the “NHPR”), as administered by Health Canada.

In the United States, the Company is marketing VINIA® products in reliance on a determination supported by experts that VINIA® is “GRAS” for its intended use. This GRAS determination has not been reviewed by the FDA. If the FDA challenges the GRAS status of an ingredient, the Company could be required to undergo the food additive approval process in order to legally market the product. This process is time-consuming and costly and would interrupt the Company’s business. Furthermore, the Company cannot guarantee that, in such a situation, the use of such ingredient would be approved, and the Company’s business, financial condition and results of operations would be adversely affected.

GMP regulations establish requirements governing the methods, equipment, facilities, and controls for the sanitary production of food. Those who manufacture, package, or hold human food must comply with the GMP regulations.

From time to time in the future, the Company may become subject to additional laws or regulations administered by national, state/provincial or local regulatory authorities, such as the FDA, the FTC, the Israeli Ministry of Health and Health Canada.

Generally, the Company also may become subject to the repeal of national or state/provincial laws or regulations that the Company generally considers favorable or to more stringent interpretations of current laws or regulations. The Company is not able to predict the nature of such future laws, regulations, repeals or interpretations, and it cannot predict what effect additional governmental regulation, if and when it occurs, would have on its business in

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the future. Such developments could, however, require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, additional personnel or other new requirements. Any such developments could have a material adverse effect on the Company’s business.

The marketing and labeling of any food product in recent years have brought increased risk that consumers will bring putative class action lawsuits and that national, state/provincial or local regulatory or governmental authorities will bring legal action concerning the truth and accuracy of the marketing and labeling of the product. Examples of causes of action that may be asserted in a putative consumer class action lawsuit include fraud, unfair trade practices and breach of consumer protection laws and regulations (such as Proposition 65 in California). national, state/provincial or local regulatory or governmental authorities may bring legal action that seeks removal of a product from the marketplace, fines, and penalties. Even when not merited, putative class claims and actions by national, state/provincial or local regulatory or governmental authorities can be expensive to defend and adversely affect the Company’s reputation with existing and potential customers and consumers and the Company’s corporate and brand image.

See “Risk Factors - Governmental regulations” for additional information.

Food Product Regulation

The Company is also subject to regulation under various international, national, state/provincial and local laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of food products.

Food products generally are not required to receive regulatory approval prior to introduction into the United States market. However, a comprehensive regulatory framework governs the safety, manufacture (including composition and ingredients), packaging, labeling and advertising of food in the United States. Principally under the authority of the FDC Act, the FDA:

·regulates manufacturing practices for foods through its current good manufacturing practices regulations; 

·specifies the standards of identity for certain foods; and 

·prescribes the format and content of certain information required to appear on food product labels. 

The FDC Act prohibits the distribution and/or sale of misbranded and/or adulterated foods. The FDA has broad authority to enforce the provisions of federal law, including the power to monitor claims made in product labeling, to seize adulterated or misbranded products or unapproved new drugs, to request product recall, to enjoin further manufacture or sale of a product, to issue warning letters and to institute criminal proceedings.

With the exception of color additives, food ingredients can generally be classified as food additives or GRAS substances, based on the conditions of their intended use. In particular, a food additive is a substance, the intended use of which results or may reasonably be expected to result, directly or indirectly, in it becoming a component of food or otherwise affecting the characteristics of food. Food additives require premarket approval. Excluded from the definition of “food additive” are substances that are generally recognized, among qualified experts, as having been adequately shown through scientific procedures to be safe under the conditions of their intended use or GRAS. A company may establish GRAS status through a “self-determination,” whereby the company determines that a substance is GRAS under the conditions of its intended use, with the assistance of a panel of qualified experts as appropriate. The FDA may disagree with a company’s GRAS determination and require the submission of a food additive petition, and may act to prohibit the marketing of products containing the substance pending approval of the petition.

In markets outside the United States, the Company is usually required to obtain approvals, licenses or certifications from a country’s ministry of health or comparable agency. In Israel, the sale of the Company’s products requires the approval of and is regulated by the Israeli Ministry of Health as a novel food for food/food ingredient products and dietary supplement. In Canada, the sale of the Company’s products requires the approval of and is regulated by Health Canada as a natural health product under the NHPR.

The Company must also comply with labeling regulations in respect of its products. In the United States, conventional foods must meet the FDA’s labeling requirements, including the declaration of Nutrition Facts. The labeling of a conventional food may include a claim regarding the effect of the food on a structure or function of the

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body, provided that the effect derives from the food’s nutritive value. Such claims are not subject to notification to or premarket approval by the FDA. In the United States, the labeling of dietary supplements is regulated by the FDA under the United States Fair Packaging and Labeling Act (the “FPLA”) and the FDC Act. The labeling of a dietary supplement may include different types of claims, including nutrient content claims, health claims, structure/function claims, statements of nutritional support and certain descriptive claims, subject to compliance with the FDA’s regulations in respect of the labeling of dietary supplements. In Canada, the Company’s products, as natural health products, must comply with specific labeling requirements under the NHPR. In Israel, the Company’s products, as a novel food (food/food ingredient products and dietary supplement), must comply with the labeling requirements of the Israeli Standard 1145 (Labeling of Prepacked Food), Israeli dietary supplement regulations (Public Health Regulation (Food) (Dietary Supplement), 1997) and those set in the directives issued by the Israeli Ministry of Health in approving such products of the Company.

Claims for food or dietary supplements may not imply that the food or dietary supplement is intended to treat, cure, mitigate or prevent a disease, as this causes the product to be an unapproved new drug which may not be marketed without pre-market approval by the FDA. The FDA uses the objective intent of a product’s manufacturer or distributor, as evidenced by the manufacturer or distributor’s labeling claims, advertising matter, or oral or written statements, to determine whether the product is an unapproved new drug.

Manufacturers must ensure their food products or dietary supplements are produced in a sanitary environment to prevent adulteration by contamination, in compliance with the GMP regulations. Those regulations include requirements for sanitation of buildings, facilities, personnel, equipment, and utensils. Those regulations also require processes and controls to ensure safety and prevent contamination from any source. Failure to adhere to GMP requirements can result in a finding that products produced in the facility are adulterated, even if there is no evidence that the products are actually contaminated. If the Company, its suppliers or white-label manufacturers fail to comply with the GMP regulations, the FDA, the Israeli Ministry of Health and Health Canada may take enforcement action against the Company, its suppliers or its white-label manufacturers and seek removal of the Company’s products from the market.

Advertising, including claims regarding the effects or benefits of a product, is regulated by the FTC, Ad Standards and the Israeli Ministry of Health, which may review labeling and advertising materials, including online and television advertisements, to determine whether advertising is truthful and not misleading, and adequately substantiated. Enforcement actions may result in consent decrees, cease and desist orders, judicial injunctions, the payment of fines and other outcomes with respect to advertising claims that are found to be unsubstantiated.

The Company believes it is in compliance with all material governmental regulations applicable to its products.

Cosmetic Regulation

The Company plans to market the VINIA® Topical Solution as a cosmetic in the United States. In the United States, the FDA regulates the labeling of cosmetics under the FPLA and the FDCA, which require that certain information appears on cosmetic labels and that cosmetics are not misbranded (for instance, if the labeling is incorrect or its packaging is misleading or deceptive). FDA approval of cosmetic labels is not required prior to the marketing and sale of cosmetics.

Consumer Laws

The Company sells VINIA® products through its e-commerce websites, the Amazon® Marketplace and its call center. In connection with this, the Company will be subject to various national and state/provincial consumer protection laws, including laws protecting the privacy of consumer information and regulations prohibiting unfair and deceptive acts and trade practices. In particular, under national and state/provincial privacy laws and regulations, the Company may be required to provide consumers with:

·notice of the Company’s policies on sharing non-public information with third parties; 

·advance notice of any changes to its policies; and 

·with limited exceptions, the right to prevent sharing of their non-public personal information with unaffiliated third parties. 

Furthermore, the growth and demand for online commerce could result in more stringent consumer protection laws that impose additional compliance burdens on online retailers. These consumer protection laws could result in substantial compliance costs and could interfere with the conduct of the Company’s business.

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The Company relies on employees with specialized skills and knowledge in cell biology, data science and other disciplines, and the Company believes that such specialized skills and knowledge are available to the Company as they are broadly available in the nutraceutical industry and related industries in Israel.

Products Business Unit

The Company faces competition in the nutraceutical market in which the Company currently operates and the cosmeceutical market in which it intends to operate in the future. Some of the Company’s competitors may be better positioned to develop superior products at lower costs and able to better adapt to changing market conditions than the Company. The Company’s ability to compete depends on, among other things, consistently high product quality, short lead-time, timely delivery, competitive pricing, range of product offerings and superior customer service and support. Increased competition in the markets in which the Company operates may force it to reduce its product prices or may result in increased costs and may have a material adverse effect on its business and operating results. Any decrease in the quality of the Company’s products or level of service to customers or any forced decrease in product pricing may adversely affect its business and operating results.

The Company believes that the Botanical Synthesis Platform Technology provides an advantage over its competitors in the nutraceutical and cosmeceutical markets, as it is a platform technology to solve, on an industrial and commercial scale, the challenge of (i) consistently growing plant cells which mirror the phytonutrients contained in the original plant and (ii) significantly amplifying certain phytonutrient levels without genetic engineering, all without growing such plant and with the added result of removing certain negative components.

Until recently, scientists have been limited to small-scale production with product consistency challenges. Through its use of the Botanical Synthesis Platform Technology, the Company’s unique capabilities can solve major technical challenges in achieving equivalency and consistency across large-scale production. The breakthrough is due to the focus on the parent plant cell as the genesis point of the process to convert it into a powdered form of a whole food phytochemical-rich equivalent product.

CDMO Services Business Unit

The Company’s competition in the CDMO market includes a number of full-service contract manufacturers and large pharmaceutical companies offering third-party development and manufacturing services to fill their excess capacity. Large pharmaceutical companies have been seeking to divest portions of their manufacturing capacity, and any such divested businesses may compete with the Company in the future. In addition, most of the Company’s competitors may have substantially greater financial, marketing, technical or other resources than the Company does. Moreover, additional competition may emerge and may, among other things, result in a decrease in the fees paid for the Company’s services, which would affect the Company’s results of operations and financial condition.

While the Company believes that the advantages of the Botanical Synthesis Platform Technology will enable the Company to compete effectively against other technologies and providers of technology for biologic product development and manufacturing, many of the Company’s competitors have significantly greater financial resources and expertise in research and development and manufacturing. Smaller or early-stage companies may also prove to be significant competitors, particularly through arrangements with large and established companies. In addition, these third parties compete with the Company in recruiting and retaining qualified scientific and management personnel.

See “Risk Factors - Competition risk” for additional information.

The Company’s business is not affected by seasonality.

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The Company’s business is not substantially dependent on any particular sales or supply contracts. See “Manufacturing and Supply” for additional information.

Patents

VINIA® products are made from in vitro-grown RGCs without genetic manipulation, including products in the form of a powder. RGC powder, for instance, contains a matrix of polyphenols, including piceid resveratrol, quercetin, anthocyanins, tannins, vitamins, proteins and fibers. The RGC powder is a composition comprising a cell culture of RGC grown in vitro in a large scale-up process.

VINIA® is derived from the red grape skin, flesh, pulp and seed. Accordingly, VINIA® is a source of the whole matrix of nutrients and polyphenols found throughout the red grape and in red wine in their natural state without any genetic manipulation and contains polyphenols (resveratrol, tannins, quercetin, catechins, anthocyanins), vitamins, proteins and fibers. VINIA®’s advantages are the absence of solvent residuals and sugar that has a typical taste of red grapes without bitterness or being astringent.

The Company owns or has an exclusive license to use twenty-six (26) patents and/or patent applications, of which nineteen (19) patents and/or patent applications cover the Botanical Synthesis Platform Technology and seven (7) patent applications are related to various usages or combinations, as described below. Seventeen (17) are granted registered patents.

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Notes:

(1)Owned by State of Israel, Ministry of Agriculture & Rural Development, Agricultural Research Organization, The Volcani Center and licensed to BioHarvest Israel pursuant to the License Agreement (as defined herein). See “Material Contracts - License Agreement” for further details. 

(2)Owned by BioHarvest Israel. 

The Company’s business is not expected to be materially affected in the current financial year by the renegotiation or termination of any contracts or sub-contracts. See “Manufacturing and Supply” for additional information.

As at December 31, 2024, the Company had 87 employees.

The Company’s principal markets for its VINIA® products and CDMO services are Israel and the United States.

The Company’s total revenue in Israel and the United States for the financial year ended December 31, 2024 were US$2,177,000 and US$23,011,000, respectively.

The Company is subject to foreign currency risk. See “Risk Factors – Fluctuations in foreign currency exchange rates” for additional information.

The Company has not had any bankruptcy, receivership or similar proceedings or any voluntary bankruptcy, receivership or similar proceedings within the three most recently completed financial years and does not anticipate having any such proceedings, and no such proceedings are proposed, during the current financial year.

Reorganizations

Other than as disclosed below, there are no material reorganizations of the Company within the three most recently completed financial years or proposed for the current financial year.

The Company is committed to carrying out all of its activities in an ethical manner that prioritizes health and safety, recognizes the concerns of indigenous peoples, communities, local stakeholders and preserves the natural environment.

The Company ensures that all employees are trained and instructed in their assigned tasks and that safety procedures are followed at times. The importance of ethical behavior and preservation of the natural environment is stressed to all employees and contractors, and all are charged with monitoring operations to ensure they are being carried out in an environmentally-friendly manner.

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There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. The risks described below are not the only ones the Company will face. If any of these risks actually occurs, the Company business, financial condition or results of operations may be materially and adversely affected. In that case, the trading price of the Company’s securities could decline and investors in such securities could lose all or part of their investment.

Risks Relating to the Company

Negative operating cash flow and going concern.

The Company has negative cash flow from operating activities and has historically incurred net losses, including for the financial year ended December 31, 2024. As of December 31, 2024, the Company has an accumulated deficit of US$96,418,000. The Company generated negative cash flows from operating activities of US$6,684,000 and a loss in the amount of US$12,913,000 for the financial year ended December 31, 2024.

There is no assurance that the Company will generate sufficient revenues from sales of its current and future products and the provision of contract development and manufacturing operation (“CDMO”) services in the near future or at all. The Company expects to need to raise additional funds through issuances of securities or through loan financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms acceptable to the Company, or otherwise at least as favorable to the Company as those previously obtained, or at all. Importantly, the inclusion in note 1B to the Company’s audited annual consolidated financial statements for the financial year ended December 31, 2024 and in “Substantial Doubt about the Company’s Ability to Continue as a Going Concern” in the report thereto of Ziv Haft Certified Public Accountants (Isr.) (PCAOB ID No. 1185), a BDO member firm, of disclosure regarding the Company’s ability to continue as a going concern may negatively impact the Company’s ability to raise future financing. If the Company is unable to obtain additional financing from outside sources and eventually generate enough revenues to sustain its operations, the Company may be forced to sell a portion or all of the Company’s assets or curtail or discontinue the Company’s operations. If any of these events happen, investors may lose all or part of their investment.

Potential political, economic and military instability in Israel, where the principal place of business, members of the management team, facilities and employees are located.

The Company’s principal place of business and its facilities, where most of its employees are employed, are located in Rehovot and Yavne, Israel. In addition, the majority of the Company’s key employees and senior management are Israeli citizens. Accordingly, political, economic, and military conditions in Israel may directly affect the Company’s business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and groups in its neighboring countries, Hamas (an Islamist militia and political group that has controlled the Gaza Strip) and Hezbollah (an Islamist militia and political group based in Lebanon). While Israel has entered into peace agreements with Egypt, Jordan, the United Arab Emirates, Bahrain, Morocco and Sudan, it has no peace arrangements with any other neighboring or other Arab countries. In addition, relations between Israel and Iran continue to be hostile due to the fact that Iran is perceived by Israel as a sponsor of Hamas and Hezbollah, maintains a military presence in Syria and is viewed as a strategic threat to Israel in light of its nuclear program. The assassinations of Iran’s senior generals Qassim Soleimani by the United States military and Mohsen Farichasde, which Iran claims is associated with Israel, have contributed to the tension in the region and further intensified the hostility between Iran and Israel and between Israel and Hezbollah, which is positioned alongside Israel’s northern border. In addition, several countries, principally in the Middle East, restrict doing business with Israel, and additional countries may impose restrictions on doing business with Israel and Israeli companies, whether as a result of hostilities in the region or otherwise. The restrictive laws, policies, or practices directed towards Israel or Israeli businesses could, individually or in the aggregate, have a material adverse effect on the Company’s business in the future, for example, by way of sales opportunities that the Company could not pursue or from which the Company will be precluded. In addition, should the movement for boycotting, divesting, and sanctioning Israel and Israeli institutions (including universities) and products become increasingly influential in the United States, Canada and elsewhere, this may also adversely affect the Company’s business and financial condition. Further deterioration of Israel’s relations with the Palestinian Authority or countries in the Middle East could expand the disruption of international trading activities in Israel, may materially and negatively affect the Company’s business conditions, could harm the Company’s results of operations, and adversely affect the market price of the Common Shares.

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Any hostilities involving Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment of trade or transport between Israel and its trading partners could adversely affect the Company’s operations and results of operations and the market price of the Common Shares.

The Company’s commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although the Israeli government is currently committed to covering the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, the Company cannot assure investors that this government coverage will be maintained or, if maintained, will be sufficient to compensate the Company fully for damages incurred. Any losses or damages incurred by the Company could have a material adverse effect on the Company’s business, financial condition and results of operations.

Further, many Israeli citizens are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until they reach the age of 40 (or older for certain reservists) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. For example, on October 7, 2023, Hamas terrorists invaded southern Israel and launched thousands of rockets in a widespread terrorist attack on Israel. On the same day, the Israeli government declared that the country was at war, and the Israeli military began to call up reservists for active duty, including a few of the Company’s employees. The Company’s operations could be disrupted by these and future reserve duty call-ups. While none of the Company’s facilities or infrastructure have been damaged since the war broke out on October 7, 2023, the import and export of goods may experience disruptions in and out of Israel as a result of such military conflict. Since the war broke out on October 7, 2023, there have been additional active hostilities, including with Hezbollah in Lebanon, with the Houthi movement which controls parts of Yemen, with Iran and in Syria. During November 2024, a ceasefire in Lebanon was declared. During January 2025, Israel and Hamas agreed to a Gaza three-phase ceasefire agreement and partial hostage release (the “Gaza Ceasefire”), the first six-week phase of such ceasefire began on January 19, 2025. On March 18, 2025, Israel announced a resumption of military operations against Hamas, effectively ending the Gaza Ceasefire. It is possible that these hostilities will escalate in the future into a greater regional conflict, and that additional terrorist organizations and countries will actively join the hostilities.

Prolonged hostilities could result in further military reserve duty call-ups in the future, as well as irregularities in the Company’s supply chain, the movement of components and raw materials into Israel and the Company’s finished products exported from Israel. Such disruption could materially adversely affect the Company’s business, prospects, financial condition and results of operations.

Additional requirements for capital.

Substantial additional financing may be required if the Company is to be successful with the development of its business. No assurances can be given that the Company will be able to raise the additional capital that it may require for its anticipated future program of launching new products, such as cosmeceuticals or new nutraceutical cell-product lines, and expanding existing product lines, such as the VINIA® line of products, and any upgrades or improvements that the Company may need to make to its facilities to support the manufacture of its products or the provision of CDMO services. Any additional equity financing may be dilutive to investors, and debt financing, if available, may involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company, if at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion or may not be able to further develop its business at all.

General business risk and liability.

Given the nature of the Company’s business, it may, from time to time, be subject to claims or complaints from investors or others in the normal course of business. The legal risk facing the Company and its directors, officers and employees in this respect includes potential liability for violations of securities laws, breach of fiduciary duty or misuse of investors’ funds. Some violations of securities laws and breaches of fiduciary duty could result in civil liability, fines, sanctions or the suspension or revocation of the Company’s right to carry on its existing business. The Company may incur significant costs in connection with such potential liabilities.

Product development.

If the Company cannot successfully develop, manufacture and distribute its products, or if the Company experiences difficulties in the development process, such as capacity constraints, quality control problems or other disruptions,

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the Company may not be able to develop market-ready commercial products at acceptable costs, which would adversely affect its ability to effectively enter or maintain its position in the market. A failure by the Company to achieve a low-cost structure through economies of scale or improvements in manufacturing processes would have a material adverse effect on its commercialization plans and its business, prospects, results of operations and financial condition.

Reliance on key business inputs.

The Company’s business is dependent on a number of key inputs and their related costs, including raw materials and supplies related to its growing operations, as well as electricity, water and other utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs (e.g. rising energy costs) could materially impact the business, financial condition and operating results of the Company. Any ability to secure required supplies and services or to do so on appropriate terms could also have a materially adverse opinion impact on the business, financial condition and operating results of the Company.

Reliance on third-party suppliers and white-label manufacturers.

The Company intends to maintain a full supply chain for the production of its products. The loss of or disruption to its existing or future suppliers and white-label manufacturers would have a material adverse effect on its business and operational results. With respect to raw ingredient and packaging suppliers, given that the Company imports certain inputs to its products from foreign countries, the Company may be subject to disruptions in supply, time delays, and/or cost increases as a result of economic, political, social or other macro factors occurring in those countries, or globally, which are beyond its control. Such disruptions to the supply of key product inputs would have negative downstream impacts on the Company’s overall product development timeline and costs.

Maintenance obligations and facility disruptions.

The Company’s manufacturing processes and those of any of its white-label manufacturers are vulnerable to operational problems that could impair the ability of their respective facilities to manufacture products and the Company to provide CDMO services. The Company and any of its white-label manufacturers could experience a breakdown in any of its machines or other important equipment, and from time to time, planned or unplanned maintenance outages that cannot be performed safely or efficiently during normal hours of operation. Such disruptions could cause a loss of production of the Company’s products or delay in the provision of CDMO services, which could potentially have a material adverse effect on the business, financial conditions and operating results of the Company.

Success of quality control systems.

The quality and safety of the Company’s products are critical to the success of its business and operations. As such, it is imperative that the Company’s quality control systems and those of its service providers operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality of training programs and the degree of adherence by personnel to quality control guidelines.

Effectiveness and efficiency of advertising and promotional expenditures.

The Company’s future growth and profitability will depend on the effectiveness and efficiency of its advertising and promotional expenditures, including its ability to (i) create awareness of its current and future products and CDMO services; (ii) determine the appropriate creative message and media mix for future advertising expenditures; (iii) differentiate its products and CDMO services from those of its competitors and (iv) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that advertising and promotional expenditures will result in revenues in the future or will generate awareness of the Company’s current and future products and CDMO services. In addition, no assurance can be given that the Company will be able to manage its advertising and promotional expenditures on a cost-effective basis.

Failure to develop the Company’s technology to accommodate increased traffic could reduce demand for its products and impair the growth of its business.

The Company periodically enhances and expands its technology and transaction-processing systems, network infrastructure and other technologies to accommodate increases in the volume of traffic on its e-commerce websites. Any inability to add software and hardware or to develop and upgrade existing technology, transaction-

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processing systems or network infrastructure to manage increased traffic may cause unanticipated system disruptions, slower response times and degradation in the sales of its products, including the speed of order fulfillment. Failure to manage increased traffic could harm the Company’s reputation and significantly reduce demand for its products, which would impair the growth of its business. The Company may be unable to improve and increase the capacity of its network infrastructure sufficiently or anticipate and react to expected increases in the use of its e-commerce websites to handle increased volume.

The Company continues to enhance its e-commerce websites to better support new features and functionality expected by its customers. Failure of these to perform as expected could lead to customer dissatisfaction and loss of business.

Increasing consumer acceptance of the Internet as a medium of commerce is important to the success of the Company’s business strategy and future revenue growth.

The Company reports under the Exchange Act as a non-U.S. company with foreign private issuer status. Because the Company qualifies as a foreign private issuer under the Exchange Act, it is exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (a) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (b) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (c) the rules under the Exchange Act requiring the filing with the U.S. Securities and Exchange Commission (the “SEC”) of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F as promptly as U.S. domestic issuers. In addition, The Company is permitted to disclose limited compensation information for its executive officers on an individual basis. Further, the Company is not required to comply with Regulation FD, which restricts the selective disclosure of material non-public information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. These exemptions and leniencies reduce the frequency and scope of information and protections afforded to shareholders of a company that is not a foreign private issuer.

The Company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second financial quarter, and, accordingly, the next determination will be made with respect to the Company will be on June 30, 2025. In the future, the Company could lose its foreign private issuer status if (a) more than 50% of its outstanding voting securities are owned by U.S. residents and (b) a majority of its directors or executive officers are U.S. citizens or residents, or the Company fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If the Company loses it foreign private issuer status, the Company will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. The Company will also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. As

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company that is not a foreign private issuer, the Company will incur significant additional legal, accounting and other expenses that it will not incur as a foreign private issuer.

Risks Relating to the Company’s Securities

Any return on investment from the Common Shares is not guaranteed.

There can be no assurance regarding the amount of return to be generated by the Company’s business. The Common Shares are equity securities of the Company and are not fixed-income securities. Unlike fixed-income securities, there is no obligation of the Company to distribute to shareholders of the Company a fixed amount or to return the initial purchase price of a Common Share on a date in the future. The market value of the Common Shares may deteriorate, and that deterioration may be significant.

The Company may not pay dividends.

The Company intends to retain earnings, if any, to finance the growth and development of its business and does not intend to pay cash dividends on the Common Shares in the foreseeable future. The payment of future cash dividends, if any, will be reviewed periodically by Board and will depend upon, among other things, conditions then existing, including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors.

Future sales or issuances of debt or equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power, reduce the Company’s earnings per share and make future sales of the Company’s equity securities more difficult.

The Company may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into equity securities) and may issue additional equity securities to finance operations, acquisitions or other projects. The Company cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of its securities will have on the market price of the Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible into Common Shares, would result in dilution, possibly substantial, to securityholders. Exercises of presently outstanding share options may also result in dilution to securityholders.

The Board has the authority to authorize certain offers and sales of additional securities without the vote of, or prior notice to, shareholders of the Company. Based on the need for additional capital to fund expected expenditures and growth, it is likely that the Company will issue additional securities to provide such capital. Such additional issuances may involve the issuance of a significant number of Common Shares at prices less than the current market price for the Common Shares.

Sales of substantial amounts of the Company’s securities, or the availability of such securities for sale, could adversely affect the prevailing market prices for the Company’s securities and dilute investors’ earnings per share. A decline in the market prices of the Company’s securities could impair the Company’s ability to raise additional capital through the sale of securities should the Company desire to do so. Sales of the Common Shares by shareholders might also make it more difficult for the Company to sell equity securities at a time and price that the Company deems appropriate.

The Common Share price has experienced volatility and may be subject to fluctuation in the future based on market conditions.

The Common Shares are listed for trading on the Nasdaq GM under the symbol “BHST”, the Frankfurt Stock Exchange under the symbol “8MV”, the Munich Stock Exchange under the symbol “8MV”, the Stuttgart Stock Exchange under the symbol “CA09076J1084.SG” and the Tradegate Exchange under the symbol “8MV”. An investment in the Company’s securities is highly speculative. The market has from time-to-time experienced significant price and volume fluctuations that are unrelated to the financial performance or prospects of any particular company. In addition, because of the nature of the Company’s business, certain factors such as the Company’s announcements, competition, the Company’s financial condition or results of operations as reflected in the Company’s interim and annual financial statements, the Company’s operating performance and the performance of competitors and other similar companies, changes in earnings estimates or recommendations by research analysts who track the Company’s securities or securities of other companies in the Company’s sector,

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general market conditions, announcements relating to litigation, the arrival or departure of key personnel and the factors listed under “Cautionary Statement Regarding Forward-Looking Statements and Information” and “Risk Factors” and elsewhere in this Annual Information Form can have an adverse impact on the market price of the Common Shares.

Any negative change in the public’s perception of the Company’s prospects could cause the price of the Company’s securities, including the price of the Common Shares, to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of biotechnology, nutraceutical, cosmeceutical or CDMO services companies in general could depress the price of the Company’s securities, including the price of the Common Shares, regardless of the Company’s results. In the past, following declines in the market price of a company’s securities, securities class-action litigation often has been instituted against the company. Litigation of this type, if instituted, could result in substantial costs and a diversion of the Company’s management’s attention and resources.

Market disruption risks could have a material adverse effect on the market price of the Common Shares.

War and occupation, terrorism and related geopolitical risks may in the future lead to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. These risks could also adversely affect securities markets, inflation and other factors relating to the securities that would be held from time to time. Such events could, directly or indirectly, have a material adverse effect on the price of the Common Shares.

Holders of Common Shares are at risk for a substantial loss of capital.

Holders of Common Shares could experience a loss of all or substantially all of their investment in the Company. There can be no assurance that the Company will be able to generate positive returns. Therefore, an investment in the Company should only be considered by persons who can afford a loss of their entire investment.

The Company will have broad discretion over the use of the net proceeds from its financings, and it may not use these proceeds in a manner desired by its shareholders.

The Company will have broad discretion over the use of the net proceeds from its financings. Because of the number and variability of factors that will determine the Company’s use of such proceeds, the Company’s ultimate use might vary substantially from its planned use. Prospective investors may not agree with how the Company allocates or spends the proceeds from its financings. The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of its securities, including the market value of the Common Shares, and that may increase its losses.

There is no assurance of a sufficient liquid trading market for the Common Shares in the future.

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of the Common Shares or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that the Company will continue to meet the listing requirements of the Nasdaq GM or achieve and maintain listing on any other public listing exchange.

There is currently no market through which the Company’s securities, other than the Common Shares, may be sold.

There is currently no market through which the securities of the Company, other than the Common Shares, may be sold and purchasers of securities of the Company, other than Common Shares, may not be able to resell such securities.

Holders of securities, other than Common Shares, have no rights as shareholders of the Company.

Until a holder of securities of the Company, other than Common Shares, acquires Common Shares upon exercise or conversion of such securities, such holder will have no rights with respect to any Common Shares underlying such securities. Upon exercise or conversion of such securities into Common Shares, such holder will be entitled to exercise the rights of a shareholder of the Company only as to matters for which the record date occurs after the exercise or conversion date.

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To date, the Company has not paid any dividends. The Company intends to retain its earnings, if any, to finance the future growth and development of its business and does not expect to pay dividends or to make any other distributions in the foreseeable future. Payment of dividends in the future is dependent upon the earnings and financial condition of the Company and other factors which the Board may deem appropriate at the time.

There are no restrictions in the constating documents of the Company, and it is not currently expected that there will exist such restrictions elsewhere, which could prevent the Company from paying dividends.

The Company’s authorized capital consists of an unlimited number of Common Shares without par value, of which 17,327,716 Common Shares are issued and outstanding as at the date of this Annual Information Form, and an unlimited number of preferred shares (the “Preferred Shares”) without par value, of which none are issued and outstanding. As of the date of this Annual Information Form, an additional aggregate of 4,029,415 Common Shares have been reserved and allotted for issuance upon the due exercise or vesting of Warrants, stock options (“Options”) and restricted share units (“RSUs”) of the Company.

Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Company and to attend and cast one (1) vote per Common Share at all shareholder meetings of the Company.

Holders of Common Shares are entitled to receive on a pro-rata basis such dividends on the Common Shares, if any, as and when declared by the Board at its discretion from funds legally available therefor, and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro-rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

The Preferred Shares may include one or more series and, subject to the BCBCA, the directors of the Company may, by resolution, if none of the shares of that particular series are issued, alter the Articles and authorize the alteration of the Notice of Articles, as the case may be, to do one or more of the following:

·determine the maximum number of shares of that series that the Company is authorized to issue, determine that there is no such maximum number, or alter any such determination; 

·create an identifying name for the shares of that series, or alter any such identifying name; and 

·attach special rights or restrictions to the shares of that series, or alter any such special rights or restrictions. 

The Common Shares are listed for trading on the Nasdaq GM under the symbol “BHST”, the Frankfurt Stock Exchange under the symbol “8MV”, the Munich Stock Exchange under the symbol “8MV”, the Stuttgart Stock Exchange under the symbol “CA09076J1084.SG” and the Tradegate Exchange under the symbol “8MV”.

The following table sets forth the reported high and low sale prices and the aggregate volume of trading of the Common Shares on the CSE, the Canadian marketplace on which the greatest volume of trading or quotation of the Common Shares occurred during the most recently completed financial year and up until February 14, 2025,

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for the most recently completed financial year. The Common Shares ceased to trade on the CSE on February 14, 2025.

Note:

(1)Approximate figures calculated on a post-Consolidation basis. 

The following table sets forth the reported high and low sale prices and the aggregate volume of trading of the Common Shares on the Nasdaq GM, the foreign marketplace on which the greatest volume of trading or quotation of the Common Shares currently occurs, for the most recently completed financial year. The Common Shares began trading on the Nasdaq GM on November 12, 2024.

Notes:

(1)The Common Shares began trading on the Nasdaq GM on November 12, 2024. 

(2)Approximate figures calculated on a post-Consolidation basis. 

During the most recently completed financial year, the Company issued the following securities not listed or quoted on a marketplace:

Notes:

(1)Each Option is exercisable at such exercise price to acquire one (1) Common Share until such expiry date, subject to vesting conditions, as set forth in the table above. 

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(2)Each Warrant is exercisable at such exercise price to acquire one (1) Common Share until such expiry date as set forth in the table above. 

(3)Each RSU is issued at such deemed issue price until such expiry date, subject to such vesting conditions as set forth in the table above. 

To the knowledge of the management of the Company, no securities of the Company are currently held in escrow or are subject to contractual restrictions on transfer.

The following table sets forth the name, municipality, province or state of residence, position held with the Company, the date of appointment of each director and executive officer, principal occupation within the immediately preceding five years and the shareholdings of each director and executive officer of the Company. The statement as to securities beneficially owned, or controlled or directed, directly or indirectly, by the directors and executive officers named below is in each instance based upon information furnished by the person concerned and is as at the date of this Annual Information Form.

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Notes:

(1)Member of the Audit Committee of the Board (the “Audit Committee”), of which Sharon Malka is the Chair. 

(2)Member of the Compensation Committee of the Board, of which Anne Binder is the Chair. 

(3)Member of the Nominating and Corporate Governance Committee of the Board, of which Anne Binder is the Chair. 

As at the date of this Annual Information Form, the directors and executive officers of the Company, as a group, beneficially owned, controlled or directed, directly or indirectly, 3,338,815 Common Shares, representing approximately 19.27% of the issued and outstanding Common Shares.

(a)no director or executive officer of the Company is, as at the date of this Annual Information Form, or was within 10 years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company (including the Company), that: 

(i)was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or 

(ii)was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. 

For the purposes of this subsection (a), “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, and in each case that was in effect for a period of more than 30 consecutive days.

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(b)no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially control of the Company: 

(ii)has, within the 10 years before the date of this Annual Information Form, become 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 the assets of the director, executive officer or shareholder. 

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, executive officers and shareholders holding a sufficient number of securities of the Company to affect materially control of the Company.

To the knowledge of the Company, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

(a)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; or 

(b)any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision regarding the Company. 

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, executive officers and shareholders holding a sufficient number of securities of the Company to affect materially control of the Company.

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the BCBCA, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosures by the directors and officers of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be disclosed by such directors or officers in accordance with the BCBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law. See “Risk Factors – Conflicts of Interest Risk”.

As of the date of this Annual Information Form, except as disclosed under “Interests of Management and Others in Material Transactions”, the directors and officers of the Company are not aware of any such existing or potential conflicts of interests.

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During the previous two (2) most recently completed financial years or during the current financial year, no person or company has been a promoter of the Company or any subsidiary of the Company.

The text of the Audit Committee Charter, as amended and restated on September 20, 2024, of the Company (the “Audit Committee Charter”) is attached hereto as Schedule “A”.

All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements, and have an understanding of internal controls. The directors of the Company have determined that all members of the Audit Committee are “independent” and “financially literate” for the purposes of applicable laws and the rules of Nasdaq. The directors of the Company have also determined that the Company has two (2) “Audit Committee Financial Experts” for the purposes of applicable laws and the rules of Nasdaq. The designation of a member of the Audit Committee as an “Audit Committee Financial Expert” does not make the member an “expert” for any purpose, impose any duties, obligations or liability on the member that are greater than those imposed on members of the Board who do not carry this designation or affect the duties, obligations or liability of any other member of the Audit Committee.

In addition to each member’s general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:

Sharon Malka, Director

Mr. Malka has held senior leadership positions with a number of international healthcare and technology companies. Since March 2023, he has been the Chief Executive Officer of Dotz Nano Ltd., an Australian-based technology company focused on developing, manufacturing and commercializing advanced materials for diagnostics solutions. Mr. Malka previously served as the Chief Executive Officer (from May 2019 to June 2022), Chief Financial Officer (April 2007 to April 2019) and a director (from July 2022 to June 2023) of MediWound Limited, a Nasdaq-listed biopharmaceutical company, and as a Partner at Variance Economic Consulting Ltd., a financial services consulting boutique focused on international technology companies, from 2002 to 2006

Mr. Malka is a certified CPA (2000) in Israel and a graduate of the Executive Education Program (2021) of Harvard Business School in the United States. He holds a BSc in Business Administration (1998) from The College of Management in Israel and an MBA (2000) from Bar-Ilan University in Israel.

John (Jake) Fiddick, Director

Mr. Fiddick, a director of the Company since February 2019, founded the “Public Company Banking Group” for the Bank of Montreal (“BMO”) in 1984 and was part of a 15-person team specializing in servicing public companies

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before retiring in August 2017. Mr. Fiddick previously served as a director of Makara Mining Corp. from June 2019 to September 2020.

During his 58 years with BMO, he obtained his real estate license and broker’s license.

Anne Binder, Director

Ms. Binder specializes in the support and financing of small and medium-sized enterprises. Since 1996, she has worked as a financial strategy consultant and independent director for mainly private companies operating in various sectors, such as finance, electronics, integrated technological solutions and luxury. She previously acted as a senior advisor to Tikehau Investment Management SAS, a management company specializing in corporate debt financing. Ms. Binder also previously served as a director of each of Lectra, Oceasoft, CNCEF (Chambre Nationale des Conseils Experts Financiers) and CNCIF (Chambre Nationale des Conseillers en Investissements Financiers) and as a member of the supervisory board of the Financial Investment Agency, Economic Development of Nîmes.

From 1993 to 1996, Ms. Binder was a director in charge of development in France for the international financial services group General Electric Capital, and director of its French subsidiary. From 1990 to 1993, Ms. Binder was the managing director of the holding company and deputy managing director of the EURIS investment fund. From 1983 to 1990, she participated in the creation of the Pallas Group of which she was a director. Ms. Binder was a Vice-President of Générale Occidentale, a bank and industrial holding company, from 1978 to 1982.

Ms. Binder holds a Master in Public Affairs (1971) from Sciences Po in France and an MBA (1974) from INSEAD in France.

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

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on any of the exemptions set out in Section 2.4 (De Minimis Non-audit Services), Section 3.2 (Initial Public Offerings), Section 3.4 (Events Outside Control of Member), Section 3.5 (Death, Disability or Resignation of Audit Committee Member), Subsection 3.3(2) (Controlled Companies), 3.6 (Temporary Exemption for Limited and Exceptional Circumstances) or Section 3.8 (Acquisition of Financial Literacy) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

The Audit Committee has adopted a specific policy and procedure for the engagement of non-audit services as described in Section 4 of the Audit Committee Charter. The Audit Committee must (i) approve all audit engagement fees and terms (with the power to sign any engagement letter providing for the same on behalf of the Company) and (ii) pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent auditors or other registered public accounting firms, and establish policies and procedures for the Committee’s pre-approval of permitted services by the Company’s independent auditors or other registered public accounting firms on an on-going basis.

The aggregate fees billed by the Company’s external auditor in the financial years ended December 31, 2024 and 2023 are disclosed below:

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Notes:

(1)“Audit fees” include fees billed by the Company’s external auditor in each of the last two (2) financial years for audit fees.  

(2)“Audit-related fees” include the aggregate fees billed in each of the last two (2) financial years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above.  

(3)“Tax fees” include the aggregate fees billed in each of the last two (2) financial years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning. 

(4)“All other fees” include the aggregate fees billed in each of the last two (2) financial years for products and services provided by the Company’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above. 

(5)Related to advice on withholding tax in Israel. 

(6)Related to services provided in connection with tax filings in the United States. 

Since the beginning of the Company’s most recently completed financial year, the Company is not aware of: (a) any legal proceedings to which it is a party, or by which any of its property is subject, which would be material to it and are not aware of any such proceedings being contemplated, (b) any penalties or sanctions imposed by a court relating to securities legislation or a securities regulatory authority, or other penalties or sanctions imposed by a court or regulatory body against it that would likely be considered important to a reasonable investor making an investment decision and (c) any settlement agreements that the Company has entered into before a court relating to securities legislation or with a securities regulatory authority.

To the knowledge of the Company, no director, executive officer or shareholder holding on record or beneficially, directly or indirectly, more than 10% of the issued Common Shares, or any of their respective associates or affiliates has any material interest, direct or indirect, in any transaction in which the Company has participated within the three (3) most recently completed financial years or during the current financial year, which has materially affected or is reasonably expected to materially affect the Company.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, executive officers and shareholders holding a sufficient number of securities of the Company to affect materially control of the Company.

The transfer agent and registrar for the Common Shares is National Securities Administrators Ltd. of Vancouver, British Columbia.

Except for contracts entered into in the ordinary course of business and as disclosed below, the Company did not enter into any material contracts in the most recently completed financial year, or before the most recently completed financial year that are still in effect.

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Pursuant to the lease agreement dated January 16, 2025 (the “Yavne No. 1 Agreement”) between BioHarvest Israel and Sugart Ltd. (the “Yavne No. 1 Landlord”), BioHarvest Israel entered into a lease (the “Yavne No. 1 Lease”) for a property, comprising approximately 1,100 square meters, in Yavne, Israel from September 1, 2024 until September 1, 2025, subject to extension for an additional two (2) rental periods of six (6) months each if:

·BioHarvest Israel did not substantially breach the Yavne No. 1 Agreement during the previous rental period, which breach was not corrected within fourteen (14) days of notice by the Yavne No. 1 Landlord; and 

·BioHarvest Israel provides 90 days’ notice prior to the end of the previous rental period to extend the Yavne No. 1 Lease. 

In consideration for the Yavne No. 1 Lease, BioHarvest Israel pays rent monthly to the Yavne No. 1 Landlord, subject to increase and other adjustments, including based on the Consumer Price Index published by the Israeli Central Bureau of Statistics. As of the date of this Annual Information Form, BioHarvest Israel has paid NIS 706,125 in rent for the Yavne No. 1 Lease.

Pursuant to the agreement dated March 31, 2024 (the “Equipment Agreement”) between BioHarvest Israel and Enlivex Therapeutics R&D, Ltd. (the “Seller”), BioHarvest Israel agreed to assume the Seller’s lease (the “Yavne No. 2 Lease”) to a property comprising approximately 10,300 square meters (the “Yavne No. 2 Property”) in Yavne, Israel, effective April 1, 2024, and to purchase from the Seller certain equipment installed in the Yavne No. 2 Property (the “Equipment”). In consideration for BioHarvest Israel’s purchase of the Equipment, BioHarvest Israel agreed to pay to the Seller an aggregate of NIS 13,000,000 (the “Equipment Purchase Price”) as follows:

·NIS 4,000,000, by April 1, 2024 (which amount has been paid); and 

·NIS 9,000,000 (the “Equipment Purchase Price Balance”), in twenty-four (24) equal monthly instalments of NIS 375,000 commencing on April 1, 2024, in respect of which NIS 4,875,000 has been paid as at the date of this Annual Information Form, provided that: 

oBioHarvest Israel will be entitled to a 4% discount to the Equipment Purchase Price Balance if the Equipment Purchase Price Balance is prepaid in one (1) installment by October 1, 2025; 

oBioHarvest Israel will be entitled to a 2% discount to any portion of the Equipment Purchase Price Balance equal to or greater than NIS 4,000,000 if such portion is prepaid by October 1, 2025; 

oIf BioHarvest Israel fails to pay a monthly installment of the Equipment Purchase Price Balance within seven (7) days of the due date for such installment (other than due to a breach by the Seller of the Equipment Agreement), the Seller will be entitled to charge interest at an annual rate of 8% on such installment; and 

oIf BioHarvest Israel fails to pay a monthly installment of the Equipment Purchase Price within thirty (30) days of the due date for such installment, BioHarvest Israel and will discuss and attempt to agree on a revised payment schedule within thirty (30) days following the date that is thirty (30) days following the default of such installment payment. If BioHarvest Israel and the Seller fail to agree to a revised payment schedule: 

·The Seller will have the right to sell the Equipment and/or assume the Yavne No. 2 Lease (and demand BioHarvest Israel evacuate the Yavne No. 2 Property), subject to providing BioHarvest Israel ninety (90) days’ prior written notice, and further subject to the portion of the Equipment Purchase Price paid by BioHarvest Israel as of the date of such evacuation notice; and 

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2 Agreement (as defined herein), subject to providing BioHarvest Israel thirty (30) days’ prior written notice.

The title to the Equipment shall pass to BioHarvest Israel upon payment by BioHarvest to the Seller of the Equipment Purchase Price, and the risk of loss to the Equipment passed to BioHarvest Israel on April 1, 2024.

In connection with BioHarvest Israel’s entry into the Tripartite Agreement and the Yavne No. 2 Agreement, BioHarvest Israel entered into an agreement dated March 31, 2024 with the Seller and the Yavne No. 2 Landlord, pursuant to which:

·BioHarvest Israel agreed to assume the Yavne No. 2 Lease; and 

·The Seller will have the right to re-assume the Yavne No. 2 Lease until April 1, 2027 if BioHarvest fails to pay the Equipment Purchase Price Balance in accordance with the Equipment Purchase Agreement or if the Yavne No. 2 Landlord terminates the Yavne No. 2 Agreement (as defined herein) as a result of a breach by BioHarvest Israel in accordance with the Yavne No. 2 Agreement. 

Pursuant to the lease agreement dated March 31, 2024 (the “Yavne No. 2 Agreement”) between BioHarvest Israel and the Yavne No. 2 Landlord, BioHarvest Israel entered into the Yavne No. 2 Lease for the Yavne No. 2 Property, comprising approximately 10,300 square meters, from April 1, 2024 until September 30, 2030 (the “Yavne No. 2 Initial Period”), subject to extension for an additional sixty (60) months (the “Yavne No. 2 First Renewal Period”) if:

·BioHarvest Israel did not substantially breach the Yavne No. 2 Agreement during the Yavne No. 2 Initial Period, which breach was not corrected within thirty (30) days of notice by the Yavne No. 2 Landlord; and 

·BioHarvest Israel provides ten (10) months’ notice prior to the end of the Yavne No. 2 Initial Period to extend the Yavne No. 2 Lease for the Yavne No. 2 First Renewal Period, 

and subject to extension for an additional sixty (60) months (the “Yavne No. 2 Second Renewal Period”) if:

·BioHarvest Israel did not substantially breach the Yavne No. 2 Agreement during the Yavne No. 2 First Renewal Period, which breach was not corrected within thirty (30) days of notice by the Yavne No. 2; and 

·BioHarvest Israel provides ten (10) months’ notice prior to the end of the Yavne No. 2 First Renewal Period to extend the Yavne No. 2 Lease for the Yavne No. 2 Second Renewal Period, 

In consideration for the Yavne No. 2 Lease, BioHarvest Israel pays rent monthly to the Yavne No. 2 Landlord, subject to an annual increase and other adjustments, including based on the Consumer Price Index published by the Israeli Central Bureau of Statistics. As of the date of this Annual Information Form, BioHarvest Israel has paid NIS 722,794 in rent for the Yavne No. 2 Lease.

·the equivalent of an aggregate of US$40,000 in NIS (which amount has been paid); 

·a royalty fee equal to 3% of all sales (ex-factory) of VINIA® products in countries in which a Licensed Patent has been registered until the expiration of the Licensed Patents on February 23, 2026, subject to renewal (the “Licensed Patent Expiry Date”), in respect of which US$112,091 in NIS has been paid as at the date of this Annual Information Form; 

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·a royalty fee equal to 1.25% of all sales (ex-factory) of VINIA® products in countries in which a Licensed Patent has not been registered until the Licensed Patent Expiry Date, in respect of which no amounts have been payable as at the date of this Annual Information Form; and 

·if BioHarvest sub-licenses the rights to the Licensed Patents to a third party, 5% of the consideration received by BioHarvest in respect of such sub-license, in respect of which no amounts have been payable as at the date of this Annual Information Form. 

The License Agreement will terminate on the Licensed Patent Expiry Date, subject to the renewal of any Licensed Patents.

Pursuant to the memorandum of agreement dated July 12, 2023 (the “TV Network Agreement”) between BioHarvest Israel and TBN Broadcasting of Texas, Inc. (the “TV Network”), the TV Network will promote the Company through programs, interviews and advertisements and provide BioHarvest with a list of donors to use to offer the Company’s products. In consideration for the TV Network’s services, BioHarvest Israel will pay to the TV Network:

·an amount equal to a percentage between 40% and 50% of the revenue from first orders of the Company’s product(s) by each customer provided by the TV Network; and 

·an amount equal to a percentage between 15% and 25% of the revenue from a subsequent order of the same product(s) or any additional orders of other product(s) by each such customer, 

and such payments shall be made:

·in cash or Common Shares, at the discretion of the TV Network, such Common Shares to be issued at a price per Common Share equal to the closing price of the Common Shares on the date of the TV Network’s notice (or the trading day prior if no trading took place on such date), prior to the Common Shares being listed on a Nasdaq exchange; or 

·in cash, after the Common Shares are listed on a Nasdaq exchange, 

in respect of which the TV Network has received US$3,382,607 as at the date of this Annual Information Form.

If, from time to time, BioHarvest Israel obtains:

·25,000 customers over any 6-month period through the TV Network’s promotion of BioHarvest Israel, the TV Network will receive US$100,000, in Common Shares; or 

·30,000 customers over any 6-month period through the TV Network’s promotion of BioHarvest Israel, the TV Network will receive US$200,000, in Common Shares, 

such Common Shares to be issued at a price per Common Share equal to the closing price of the Common Shares immediately prior to such issuance.

Pursuant to the investor relations agreement dated February 15, 2024 (the “MZ Group Agreement”) between the Company and MZHCI, LLC (the “MZ Group”), the MZ Group provides investor relations services to the Company. In consideration for the MZ Group’s services:

·the MZ Group receives a monthly cash fee, in respect of which US$245,331 has been paid as at the date of this Annual Information Form; 

·certain individuals providing the services from the MZ Group received an aggregate of 13,600 Options, with each Option exercisable at C$7.875 to acquire one (1) Common Share; and 

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·the MZ Group is entitled to receive performance-based cash bonuses, in respect of which US$30,000 has been paid as at the date of this Annual Information Form. 

The MZ Group Agreement will have an initial term of three (3) months, subject to automatic renewal for an additional three (3) months, unless terminated by the Company or the MZ Group. If the MZ Group Agreement is not terminated after six (6) months, the MZ Group Agreement will automatically renew for an additional six (6) month term and continue to automatically renew every six (6) months, unless terminated by the Company or the MZ Group. The MZ Group Agreement may be terminated by the Company or the MZ Group providing thirty (30) days’ written notice to the other party prior to the end of the then-current term.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, as applicable, are contained in the Company’s management information circular dated April 23, 2024 in respect of the Company’s annual general and special meeting of shareholders held on May 27, 2024.

Additional financial information is provided in the Company’s audited annual consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2024, which are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca.

Copies of all materials incorporated by reference herein and additional information relating to the Company are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER

(See attached)

BIOHARVEST SCIENCES INC.

AUDIT COMMITTEE CHARTER

(Amended and Restated as of September 20, 2024)

1.1The purpose of the Audit Committee (the “Committee”) of the board of directors (the “Board”) of BioHarvest Sciences Inc. (the “Company”) is to assist the Board with oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements. 

1.2The primary role of the Committee is to oversee the Company’s financial reporting and disclosure process. To fulfill this obligation, the Committee relies on: 

(a)the Company’s executive officers and their employee designees (“management”) for the preparation and accuracy of the Company’s financial statements; 

(b)both management and the Company’s personnel responsible for establishing effective internal controls and procedures to ensure the Company’s compliance with accounting standards, financial reporting procedures and applicable laws and regulations; and 

(c)the Company’s independent auditors for an unbiased, diligent audit or review, as applicable, of the Company’s financial statements and the effectiveness of the Company’s internal controls. 

The members of the Committee are not employees of the Company and are not responsible for conducting the audit or performing other accounting procedures.

2.1The Committee shall consist of three (3) or more directors. Each member of the Committee shall be “independent” in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of The Nasdaq Stock Market, LLC. No member of the Committee can have participated in the preparation of the Company’s financial statements at any time during the past three (3) years. 

2.2Each member of the Committee must be financially literate and able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication. At least one (1) member of the Committee must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication. 

2.3The members of the Committee shall be appointed by the Board and shall serve for such term or terms as the Board may determine or until earlier resignation, removal or death. The Board may remove any member from the Committee at any time with or without cause. 

3.1A majority of the members of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at the meeting at which a quorum is present. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. 

3.2The Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least four (4) times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report to the Board on its discussions and actions, including any significant issues or concerns that arise at its meetings, and shall make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board as provided for in the Company’s Articles, as amended and/or restated from time to time. 

3.3Committee shall meet separately, and periodically, with management and representatives of the Company’s independent auditors, and shall invite such individuals to its meetings as it deems appropriate, to assist in carrying out its duties and responsibilities. However, the Committee shall meet regularly without such individuals present. 

3.4The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval. 

4.1The Committee shall have the following authority and responsibilities: 

(a)to: (i) select and retain an independent registered public accounting firm to act as the Company’s independent auditors for the purpose of auditing the Company’s annual financial statements, books, records, accounts and internal controls over financial reporting; (ii) set the compensation of the Company’s independent auditors; (iii) oversee the work done by the Company’s independent auditors; and (iv) terminate the Company’s independent auditors, if necessary in the Committee’s determination; 

(b)to select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; 

(c)to (i) approve all audit engagement fees and terms (with the power to sign any engagement letter providing for the same on behalf of the Company) and (ii) pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent auditors or other registered public accounting firms, and establish policies and procedures for the Committee’s pre-approval of permitted services by the Company’s independent auditors or other registered public accounting firms on an on-going basis; 

(d)at least annually, to obtain and review a report by the Company’s independent auditors that describes: (i) the accounting firm’s internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board (“PCAOB”) review or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more audits carried out by the firm and any steps taken to deal with any such issues; and (iii) all relationships between the firm and the Company; and to discuss with the independent auditors this report and any relationships or services that may impact the objectivity and independence of the auditors; 

(e)at least annually, to evaluate the qualifications, performance and independence of the  

A-2

Company’s independent auditors, including an evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner at the Company’s independent auditors and consider regular rotation of the accounting firm serving as the Company’s independent auditors;

(f)to review and discuss with the Company’s independent auditors: (i) the auditors’ responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process; (ii) the overall audit strategy; (iii) the scope and timing of the annual audit; (iv) any significant risks identified during the auditors’ risk assessment procedures; and (v) when completed, the results, including significant findings, of the annual audit; 

(g)to review and discuss with the Company’s independent auditors: (i) all critical accounting policies and practices to be used in the audit; (ii) all alternative treatments of financial information within generally accepted accounting principles (“GAAP”) that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors; and (iii) other material written communications between the auditors and management; 

(h)to review and discuss with the Company’s independent auditors and management: (i) any audit problems or difficulties, including difficulties encountered by the Company’s independent auditors during their audit work (such as restrictions on the scope of their activities or their access to information); (ii) any significant disagreements with management; and (iii) management’s response to these problems, difficulties or disagreements; and to resolve any disagreements between the Company’s auditors and management; 

(i)to review with management and the Company’s independent auditors: (i) any major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles; (ii) any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including the effects of alternative GAAP methods; and (iii) the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company’s financial statements; 

(j)to inform the Company’s independent auditors as requested as to the Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the Company; and to review and discuss with the Company’s independent auditors the auditors’ evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related parties; 

(k)to review with management and the Company’s independent auditors: (i) the adequacy and effectiveness of the Company’s internal controls, including any significant deficiencies or material weaknesses in the design or operation of, and any material changes in, the Company’s internal controls; (ii) any special audit steps adopted in light of any material control deficiencies; (iii) any fraud involving management or other employees with a significant role in such internal controls; (iv) the independent auditors’ attestation (as required) of the report on internal controls and the required management certifications to be included in or attached as exhibits to the Company’s Annual Report on Form 20-F or quarterly report on Form 6-K, as applicable; 

(l)to review and discuss with the Company’s independent auditors any other matters required to be discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission (“SEC”); 

(m)to review and discuss with the Company’s independent auditors and management the  

A-3

Company’s annual audited financial statements (including the related notes), the form of audit opinion to be issued by the auditors on the financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in the Company’s Annual Report on Form 20-F before such Form 20-F is filed, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 20-F and whether the Form 6-K should be filed with the SEC;

(n)to produce the audit committee report required to be included in the Company’s annual or other proxy statements; 

(o)to review and discuss with the Company’s independent auditors and management the Company’s quarterly financial statements and management’s discussion and analysis to be included in the Company’s Quarterly Report on Form 6-K before such Form 6-K is filed; and to review and discuss the Form 6-K for filing with the SEC; 

(p)to recommend to the Board policies for the Company’s hiring of employees or former employees of the Company’s independent auditors; 

(q)to establish and oversee Company procedures for the receipt, retention and treatment of complaints received about the Company regarding accounting, internal accounting controls or auditing matters, or instances of fraud or unlawful conduct, and for the confidential, anonymous submission by Company employees of concerns regarding such matters; 

(r)to review and discuss with management the material risks faced by the Company and the policies, guidelines and processes by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; 

(s)to oversee the Company’s compliance with applicable laws and regulations and to review and oversee the Company’s policies, procedures and programs designed to promote and monitor such legal and regulatory compliance; 

(t)to review with the Company’s legal counsel, legal and regulatory matters, including legal cases against or regulatory investigations of the Company that could have a significant impact on the Company’s financial statements; 

(u)to review, approve and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K promulgated by the SEC) and any other potential conflict of interest situations on an ongoing basis, in accordance with Company policies and procedures, and to develop policies and procedures for the Committee’s approval of related party transactions; and 

(v)to implement and oversee the Company’s cybersecurity and information security policies, including the periodic review of the policies and managing potential cybersecurity incidents. 

5.1The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of any outside counsel and other advisors. 

5.2The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to the Company’s independent auditors, any other accounting firm engaged to perform services for the Company, any outside counsel and any other advisors to the Committee. 

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7.PERFORMANCE EVALUATION. 

7.1The Committee shall conduct or otherwise participate in/respond to an annual evaluation of the performance of its duties under this Charter and shall present, or otherwise participate in, the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate. 

8.1To the extent that the Company continues to be listed on an exchange on which securities are traded and subject to Rule 10D-1 of the Exchange Act, the Committee shall assist and advise the Board and the Compensation Committee thereof in enforcing the Company’s Executive Compensation Clawback Policy and related laws, rules and regulations. 

9.1This Charter and any amendments or restatements to this Charter will be made available on the Company’s website. 

Adopted by the Board on September 20, 2024.

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