EXHIBIT 99.2

Intellipharmaceutics International Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT PROXY CIRCULAR

2023 Annual Meeting of Shareholders of Intellipharmaceutics International Inc.

commencing at 11:30 a.m. (Toronto time) on September 14, 2023 at

The National Club, 303 Bay Street, Toronto, Ontario

August 1, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual meeting (the “Meeting”) of shareholders (the “shareholders”) of Intellipharmaceutics International Inc. (the “Company”) will be held at The National Club, 303 Bay Street, Toronto, Ontario on Thursday, September 14, 2023, at 11.30 a.m. (Toronto time) for the following purposes:

The specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Management Proxy Circular. The Company is utilizing the notice-and-access model for distribution of the Management Proxy Circular.

Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via the System for Electronic Document Analysis and Retrieval (“SEDAR”) and one other website, rather than mailing paper copies of such materials to shareholders. Electronic copies of the Management Proxy Circular and other Meeting-related materials may be found on the Company’s issuer profile on SEDAR at www.sedar.com as well as the Company’s website at www.intellipharmaceutics.com/proxy.cfm.

Shareholders with questions about notice-and-access can call the Company toll-free at 1-800-275-0139. Shareholders may obtain paper copies of the Management Proxy Circular free of charge by calling the same toll-free number. Requests for paper copies in advance of the Meeting should be made no later than September 1, 2023 in order to allow sufficient time for shareholders to receive the paper copies and to return their relevant voting documents by the proxy deposit date.

DATED at Toronto, Ontario, August 1, 2023.

NOTES:

MANAGEMENT INFORMATION CIRCULAR OF

INTELLIPHARMACEUTICS INTERNATIONAL INC.

INTRODUCTION

General

This management information circular (this “Management Proxy Circular”) is for the annual meeting of shareholders of Intellipharmaceutics International Inc. (the “Company”) to be held on Thursday, September 14, 2023, at 11.30. a.m. (Toronto time) and any adjournments or postponements thereof (the “Meeting”).

If you were a shareholder on August 4, 2023 (the “Record Date”), you have the right to vote your common shares of the Company on:

To help you make an informed decision, this Management Proxy Circular provides you with more details about the matters for which you are entitled to vote. Your proxy is solicited by the Company’s management, and any solicitation will be made by directors, officers and regular employees of the Company personally, by telephone, by mail or by electronic means of communication. The Company may also retain, and pay a fee to, one or more proxy solicitation firms to solicit proxies from the shareholders of the Company in favor of the matters set forth in the accompanying notice of the Meeting. All costs associated with the Company’s solicitation of proxies will be borne by the Company.

In this document, “you”, “your” and “shareholder” refer to holders of common shares of the Company and the terms “shares” and “common shares” refer to the common shares in the capital of the Company without par value. “We”, “us”, “our”, “Company” and “Intellipharmaceutics” refer to Intellipharmaceutics International Inc. and “board” or “board of directors” refer to our board of directors, unless otherwise indicated. This Management Proxy Circular is dated August 1, 2023 and the information herein is current to August 1, 2023 unless otherwise indicated. All references to “US$” are references to United States dollars and references to “C$” are references to Canadian dollars.

The Meeting

The Meeting will be held at:

The National Club, 303 Bay Street, Toronto, Ontario starting at 11:30 a.m. (Toronto time) on Thursday, September 14, 2023.

What the Meeting will Cover

The Meeting will include the following items of business: (1) receipt of our audited consolidated financial statements for the most recent financial year and the auditor’s report thereon; (2) election of our directors for another term; and (3) reappointment of the auditor.

GENERAL PROXY MATTERS

Voting by Proxy

We have enclosed a form of proxy with this Management Proxy Circular. Typically, this is the easiest way to vote. Whether or not you plan to attend the Meeting in person, management urges you to vote by proxy in order to ensure your vote is recorded in the event you subsequently cannot or decide not to attend the Meeting. Voting by proxy means that you are giving the persons named on your proxy form (known as your “proxyholder”) the authority to vote your common shares at the Meeting. A proxyholder must vote your shares in accordance with the instructions you provide.

You can choose from among four different ways to vote your common shares by proxy:

The persons named as proxyholders in the accompanying proxy form are directors and officers of the Company. If you submit your proxy, these persons will vote your common shares for you, unless you appoint someone else to be your proxyholder.The persons named in the enclosed form of proxy will vote or withhold from voting the common shares represented by the form of proxy in accordance with your instructions on any ballot that may be called for and, if you specify a choice with respect to any matter to be acted upon, the common shares represented by the form of proxy will be voted accordingly.

You may appoint another person or company (who need not be a shareholder of the Company) to go to the Meeting and vote your common shares for you. If you appoint someone else, your proxyholder must be present at the Meeting to vote your common shares.

The enclosed form of proxy, when properly completed and signed, confers discretionary authority upon the persons named as proxyholders to vote as they see fit on any amendments or variations to the matters identified in the notice of meeting and on any other matters which may properly come before the Meeting, whether or not any such amendments or variations or any other matter properly brought before the Meeting are routine or contested. At the date of this Management Proxy Circular, the management of the Company is not aware of any amendments or variations to the matters referred to in the notice of meeting or other matters which may come before the Meeting.

If you are voting your common shares by proxy, our transfer agent, TSX Trust Company, must receive your completed proxy form by 11.30. a.m. (Toronto time) on Tuesday, September 12, 2023, or 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of any adjourned or postponed Meeting.

Registered Shareholders and Non-Registered Shareholders

You are a registered shareholder if your name appears on your share certificates. Your proxy form tells you whether you are a registered shareholder. Only registered shareholders or the persons they appoint as their proxyholders are permitted to vote at the Meeting.

You are a non-registered (beneficial) shareholder if your bank, trust company, securities broker or other financial institution (an “Intermediary”) holds your common shares for you. For most non-registered shareholders, your proxy form or voting instruction form tells you whether you are a non-registered shareholder.

Non-registered shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as “non-objecting beneficial owners” or “NOBOs”. Non-registered shareholders who have objected to their Intermediary disclosing the ownership information about themselves to the Company are referred to as “objecting beneficial owners” or “OBOs”. The Company will send proxy-related materials to NOBOs and OBOs indirectly through Intermediaries and will pay for an Intermediary to deliver the proxy-related materials and a request for voting instructions to OBOs.

Notice-and-Access

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for sending this Management Proxy Circular and other proxy-related materials (the “Meeting Materials”) to all shareholders, including non-registered shareholders.

Notice-and-access is a set of rules adopted by the Canadian Securities Administrators that allows issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via a secured website, rather than mailing paper copies of such materials to shareholders. Electronic copies of this Management Proxy Circular and other Meeting Materials may therefore be found on www.intellipharmaceutics.com/proxy.cfm or the Company’s issuer profile on SEDAR at www.sedar.com. Shareholders are reminded to review this Management Proxy Circular before voting.

Although this Management Proxy Circular will be posted electronically on-line as noted above, shareholders will be sent a notice of the Meeting via prepaid mail, courier or the equivalent containing information prescribed by applicable securities law, along with the relevant voting document.

The Company will not rely upon the use of “stratification”. Stratification occurs when a reporting issuer using notice‑and-access provides a paper copy of the information circular to certain shareholders. In relation to the Meeting, no shareholder will receive a paper copy of this Management Proxy Circular unless such shareholder specifically requests same.

Shareholders with questions about notice-and-access can call the Company toll-free at 1-800-275-0139. Shareholders may obtain paper copies of this Management Proxy Circular free of charge for up to one year. A request for paper copies of this Management Proxy Circular prior to the date of the Meeting should be made no later than September 1, 2023 in order to allow sufficient time for the shareholders to receive the paper copies and to return their relevant voting document by the proxy deposit date. For requests received prior to the date of the Meeting, paper copies of this Management Proxy Circular requested will be sent within three business days after receiving the request; for requests received on or after the date of the Meeting (and within one year), paper copies of this Management Proxy Circular requested will be sent within 10 calendar days after receiving the request.

How to Vote – Registered Shareholders

By proxy

In-person at the Meeting

How to Vote – Non-Registered Shareholders

By proxy

In person at the Meeting

Completing the Proxy Form

For the election of directors, you can choose to vote “FOR” or “AGAINST”. For the reappointment of the auditor, you can choose to vote “FOR” or “WITHHOLD”.

When you sign the proxy form, you authorize one of Dr. Isa Odidi, Chairman of the Board and Chief Executive Officer of the Company, or, failing him, Dr. Amina Odidi, President and Chief Operating Officer, of the Company, to vote or withhold from voting your common shares in accordance with your instructions.

If you return a duly executed proxy form but do not tell us how you want to vote your common shares, your votes will be cast (i) FOR electing the nominees for election as directors of the Company who are listed in this Management Proxy Circular; and (ii) FOR reappointing MNP LLP as our auditor.

You have the right to appoint a person or company other than the persons designated in the proxy form to represent you and vote your shares at the Meeting. If you are appointing someone else to vote your shares for you at the Meeting, strike out the two names that are printed on the proxy form and write the name of the person or company you are appointing in the space provided. Complete your voting instructions, date and sign the proxy form, and return it to TSX Trust Company as instructed. If you do not specify how you want your common shares voted, your proxyholder will vote your common shares as he or she sees fit on any matter that may properly come before the Meeting.

If you are an individual shareholder, your proxy form must be signed by you or your authorized attorney. If you are a corporation or other legal entity, the proxy form must be signed by an authorized officer or attorney. A proxy form signed by a person acting as an attorney or in some other representative capacity (including a representative of a corporate shareholder) should indicate that person’s capacity following his or her signature. That proxy form should be accompanied by the appropriate instrument evidencing qualification and authority to act, unless such instrument has previously been filed with the Company.

Revocation of Proxy - Changing Your Vote

You can revoke a vote you made by proxy by:

A proxy may also be revoked in any other manner permitted by law.

Voting Shares and Record Date

You have one vote for each common share you held on the Record Date, which is August 4, 2023. As at the date hereof, there were 33,092,665 common shares outstanding, each carrying the right to one vote at meetings of shareholders.

Only persons who were holders of shares as of the close of business on the Record Date are entitled to receive notice of, attend, and vote at the Meeting. The Company will prepare or cause to be prepared a list of the holders of common shares as of the close of business on the Record Date. At the Meeting, each holder of common shares named in that list will be entitled to vote, in person or by proxy, the common shares shown opposite the holder’s name on that list.

Where Voting Results Will Be Posted

In accordance with Canadian securities law, following the Meeting a report on the voting results of the Meeting will be filed with securities regulators and will be available under the Company’s SEDAR profile at www.sedar.com.

Quorum

The Company’s by-laws provide that the quorum for a meeting is two persons present at the meeting who are entitled to vote thereat as shareholders or proxyholders, representing collectively not less than 5% of the outstanding shares of the Company.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As of the close of business on the date hereof, there were issued and outstanding 33,092,665 common shares of the Company without nominal or par value, each carrying the right to one vote per share.

Each shareholder of record as of the close of business on the Record Date will be entitled to vote at the Meeting, in person or by proxy, the number of common shares held by such holder on the Record Date. To the knowledge of the directors and officers of the Company, no person or company beneficially owns or controls or directs, directly or indirectly, 10% or more of the issued and outstanding common shares of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Election of Directors

The articles of arrangement of the Company dated October 22, 2009 provide for a minimum of three (3) and a maximum of ten (10) directors. The board of directors of the Company (the “Board”) has fixed at five (5) as the number of directors to be elected at the Meeting. Unless authority to vote is withheld, the persons named in the accompanying form of proxy will vote FOR the election of each of thefive (5) nominees whose names are set forth below.

All of the nominees are now members of the Board and have been since the dates indicated. Management does not contemplate that any of the nominees will be unable to serve as directors, but if that should occur for any reason prior to the Meeting, the persons named in the accompanying form of proxy reserve the right to vote for another nominee, if any, at their discretion, unless the shareholder has specified in the form of proxy that such shareholder’s shares are to be withheld from voting on the election of directors.

The following table and the notes thereto state the names of all persons proposed to be nominated for election as directors, their place of residence, and all other positions and offices with the Company now held by them, their principal occupations or employments and abbreviated biographies, other public company boards on which they serve, their periods of service as directors of the Company or its predecessor, Intellipharmaceutics Ltd., the number of common shares of the Company beneficially owned, controlled or directed, directly or indirectly, by each of them as at the date of this Management Proxy Circular, and their attendance record at Board meetings during the period December 1, 2021 to fiscal year end, November 30, 2022.

Each proposed director will hold office until the conclusion of the next annual meeting of shareholders of the Company or until the director resigns or the director’s office becomes vacant.

Notes:

The election of directors at the Meeting will be governed by the new majority voting requirements under the Canada Business Corporations Act, which took effect in August, 2022. The CBCA requires that, in an uncontested election of directors, such as the one planned for the Meeting, a nominee must receive a majority of the votes cast for their election in order to be elected as a director. If a nominee fails to receive at least that level of support, they will not be elected, although they may continue to serve up to 90 days after the election.

Unless proxy voting instructions specify otherwise, the persons named in the accompanying form of proxy intend to vote FOR the re-election of the above-mentioned nominees as directors of the Company, to hold office until the conclusion of the next annual meeting of shareholders of the Company or until the director resigns or the director’s office becomes vacant.

Cease Trade Order

Except as noted below, no director of the Company is, as at the date of this Management Proxy Circular, or has been within 10 years before the date of this Management Proxy Circular, a director, chief executive officer or chief financial officer of any company that was the subject of a cease trade or similar order, or an order that denied the other issuer access to any statutory exemptions, for a period of more than thirty consecutive days (i) while that person was acting as a director, chief executive officer or chief financial officer; or (ii) after that person ceased acting as a director, chief executive officer or chief financial officer which resulted from an event that occurred while that person was acting in that capacity.

From March 2006 until June 2013, Dr. Norman Betts served as a director of Starfield Resources Inc. (TSX: SRU) (“Starfield”). On August 22, 2013, Starfield was the subject of a cease trade order issued by the Ontario Securities Commission as a result of Starfield’s failure to file, inter alia, its audited annual financial statements, related management’s discussion and analysis and officer certifications for the year ended February 28, 2013. The order is still in effect. On April 18, 2013, Starfield’s shares were delisted from the TSX.

On March 6, 2023, the Company became subject to a failure-to-file cease trade order issued by the Ontario Securities Commission as a result of the Company’s failure to timely file its audited annual financial statements, management’s discussion and analysis, CEO and CFO certificates and annual information form for the fiscal year ended November 30, 2022. This failure-to-file cease trade order was revoked by the Ontario Securities Commission on July 14, 2023, following the filing by the Company of the aforementioned continuous disclosure documents. All of the current directors of the Company were directors during the period when the Company was subject to the aforementioned failure-to-file cease trade order.

Bankruptcies

Except as noted below, no director of the Company (i) is, as at the date of this Management Proxy Circular, or has been, within 10 years before the date of this Management Proxy Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within 10 years before the date of this Management Proxy Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or (iii) was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

2. Appointment and Remuneration of Auditor

The Company’s auditor is MNP LLP (“MNP”), Independent Registered Public Accounting Firm, 111 Richmond Street West, Suite 300, Toronto, ON M5H 2G4. MNP was first appointed as auditor of the Company on July 27, 2016 after Deloitte LLP (“Deloitte”), the Company’s former auditor, agreed to resign.

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote FOR the reappointment of MNP, Chartered Professional Accountants,as the auditor of the Company, to hold office until the next annual meeting of the shareholders and to authorize the directors to fix the auditor’s remuneration.

The following table summarizes the total fees paid or accrued by the Company for audit and other services provided by MNP, in relation to the fiscal years ended November 30, 2022 and 2021:

Notes:  

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Background

The Company is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company’s patented Hypermatrix™ technology is a multidimensional controlled-release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology platform, the Company has developed several drug delivery systems and a pipeline of products (some of which have received approval from the United States Food and Drug Administration (“FDA”)) and product candidates in various stages of development, including abbreviated new drug applications filed with the FDA (and one abbreviated new drug submission filed with Health Canada) and one new drug application filing in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. As of November 30, 2022, the Company had 11 full-time employees engaged in administration and research and development.

Compensation Governance

The Company’s Compensation Committee is comprised of three directors, Messrs. Graham, Madhani and Betts, each of whom is considered “independent” within the meaning of section 2.4 of Form 51-102F6 – Statement of Executive Compensation. Each member of the Compensation Committee has sufficient experience in order to make decisions on the suitability of the Company’s compensation policies and practices. See the biography of each member of the Compensation Committee under the heading “Election of Directors”.

The Compensation Committee recommends compensation policies concerning officers and senior management to the Board. The Corporate Governance Committee recommends compensation policies concerning independent directors to the Board. The Board makes the final determinations regarding the adequacy and form of the compensation for non-executive directors to ensure that such compensation realistically reflects the responsibilities and risks involved, without compromising a director’s independence. Further details relating to the role and function of the Compensation Committee and the Corporate Governance Committee is provided in Schedule A to this Management Proxy Circular.

Risk Management

The Board is responsible for identifying the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks. Through the Compensation Committee, the Board is involved in the design of compensation policies to meet the specific compensation objectives discussed below and considers the risks relating to such policies, if any. The Compensation Committee is ultimately responsible for ensuring compliance of the compensation policies and practices of the Company. To date, the Board and the Compensation Committee have not identified any risks arising from the Company’s compensation policies and practices that would be reasonably likely to have a material adverse effect on the Company.

Objectives

The overall objectives of the Company’s compensation program include: (a) attracting and retaining talented executive officers; (b) aligning the interests of those executive officers with those of the Company; and (c) linking individual executive officer compensation to the performance of the Company. The Company’s compensation program is currently designed to compensate executive officers for performance of their duties and to reward certain executive officers for performance relative to certain milestones applicable to their services.

Elements of Compensation

The elements of compensation awarded to, earned by, paid to, or payable to the Named Executive Officers (as hereinafter defined) for the most recently completed financial year are: (a) base salary and discretionary bonuses; (b) long-term incentives in the form of stock options; (c) restricted share unit awards (“RSUs”); and (d) perquisites and personal benefits. The Company chose each of these elements because they help to fulfill the objectives of the Company’s compensation program listed above. Prior to the most recently completed financial year, the Named Executive Officers have also received option-based awards which were assumed by the Company pursuant to the plan of arrangement completed on October 22, 2009.

Base Salary and Discretionary Bonus

Base salary is a fixed element of compensation payable to each Named Executive Officer for performing his or her position’s specific duties. The amount of base salary for a Named Executive Officer has been determined through negotiation of an employment agreement with each Named Executive Officer (see “Employment Agreements” below). While base salary is intended to fit into the Company’s overall compensation objectives in order to attract and retain talented executive officers, the size of the Company and the nature and stage of its business also impact the level of base salary. To date, the level of base salary has not impacted the Company’s decisions about any other element of compensation and the Board may consider discretionary bonuses for individual employees based on exceptional performance by such individuals in a particular fiscal year.

Option-Based Awards

Option-based awards are a variable element of compensation that rewards each Named Executive Officer for individual and corporate performance overall determined by the Board. Option-based awards are intended to fit into the Company’s overall compensation objectives by aligning the interests of all Named Executive Officers with those of the Company, and linking individual Named Executive Officers’ compensation to the performance of the Company. The Board, which includes two of the Named Executive Officers, is responsible for setting and amending any equity incentive plan under which an option-based award is granted.

The Company has in place a stock option plan (the “Option Plan”) for the benefit of certain officers, directors, employees and consultants of the Company, including the Named Executive Officers (as described in greater detail under the heading “ Share-based and Option-based Awards”). Named Executive Officers have been issued options under such plan.

The Option Plan was adopted effective October 22, 2009 as part of a plan of arrangement and merger (the “IPC Arrangement Transaction”), approved by the shareholders of Intellipharmaceutics Ltd., our predecessor company, at the meeting of shareholders on October 19, 2009. Subject to the requirements of the Option Plan, the Board, with the assistance of the Compensation Committee, has the authority to select those directors, officers, employees and consultants to whom options will be granted, the number of options to be granted to each person and the price at which common shares of the Company may be purchased. Grants are determined based on individual and aggregate performance as determined by the Board.

Restricted Share Units

The Company established a plan for RSUs (the “RSU Plan”) to form part of its incentive compensation arrangements available for officers and employees of the Company and its designated affiliates (as described in greater detail under the heading “Share-based and Option-based Awards”) as of May 28, 2010, when the RSU Plan received shareholder approval.

Perquisites and Personal Benefits

The Company also provides perquisites and personal benefits to its Named Executive Officers, including basic employee benefit plans, which are available to all employees, and a car allowance to cover the cost of an automobile for business purposes. These perquisites and personal benefits were determined through negotiation of an employment agreement with each Named Executive Officer (see “Employment Agreements” below). While perquisites and personal benefits are intended to fit into the Company’s overall compensation objectives by serving to attract and retain talented executive officers, the size of the Company and the nature and stage of its business also impact the level of perquisites and benefits. To date, the level of perquisites and benefits has not impacted the Company’s decisions about any other element of compensation.

Other Compensation-Related Matters

The Company’s share trading policy prohibits all directors and officers of the Company from, among other things, engaging in any short sales designed to hedge or offset a decrease in market value of the securities of the Company.

Performance Graph

The performance graph presented illustrates the cumulative total shareholder return of a C$100 investment in the Company’s common shares over the five most recently completed fiscal years, compared with the cumulative total return of the S&P/TSX Composite Index.

The trend in total shareholder return from about May 2017 has been affected by issues relating to the ongoing review of the Company’s 505 (b) (ii) New Drug Application (NDA) for Aximris XR. The FDA’s Advisory Committees had voted against approving the product in 2017. The Company scientists and executives put in considerable resources to conduct further clinical and laboratory studies as required by FDA to resubmit the application. However, another Advisory Committee meeting held January 2020 voted against approval again, further depressing the Company’s share price. Two Named Executive Officers were not paid salaries since the third quarter of 2019 (refer to Summary Compensation Table). Furthermore, certain Named Executive Officers re-invested in the Company in order to further fund its operations. Despite the headwinds faced by the Company as reflected in its depressed share price, the Company must still retain and motivate its executive and management team. Accordingly, the trend in total shareholder return may not directly correlate to levels of executive compensation. See the above discussion under the heading “Compensation Discussion and Analysis”.

Share-based and Option-based Awards

Grants of stock options and RSUs are determined by the Board with the assistance of the Compensation Committee and, where applicable, in accordance with the terms of the Option Plan and the RSU Plan, as described below. To date previous grants have been taken into account when considering new grants.

Employee Stock Option Plan

The Option Plan was adopted effective October 22, 2009 as part of the IPC Arrangement Transaction approved by the shareholders of Intellipharmaceutics Ltd., our predecessor company, at the meeting of shareholders on October 19, 2009. Subject to the requirements of the Option Plan, the Board, with the assistance of the Compensation Committee, has the authority to select those directors, officers, employees and consultants to whom options will be granted, the number of options to be granted to each person and the price at which common shares of the Company may be purchased. Grants are determined based on individual and aggregate performance as determined by the Board.

The key features of the Option Plan are as follows:

subject however to any contract between the Company and any employee relating to, or entered into in connection with, the employment of the employee or between the Company and any director with respect to his or her directorship or resignation therefrom (an “Employment Contract”), any contract between the Company and any consultant relating to, or entered into in connection with, services to be provided to the Company (a “Consulting Contract”) or any other agreement to which the Company is a party with respect to the rights of such person upon termination or change in control of the Company.

The Board may discontinue the Option Plan at any time without consent of the participants under the Option Plan provided that such discontinuance shall not adversely alter or impair any option previously granted.

A copy of the Option Plan is available upon request in writing to the Acting Chief Financial Officer of the Company at 30 Worcester Road, Toronto, Ontario, M9W 5X2 or on www.sedar.com.

The 3,309,267 shares that are currently authorized for issuance under the Option Plan represent 10% of the common shares issued and outstanding as at the Record Date. Of the options authorized for issuance under the Option Plan, a total of 1,309,000 options have been issued, representing 3.96% of the common shares issued and outstanding as of the date of this Management Proxy Circular. As of the date of this Management Proxy Circular, 17,200 options have been exercised under the Plan.

Restricted Share Unit Awards for Officers & Employees

The Company established the RSU Plan to form part of its incentive compensation arrangements available for officers and employees of the Company and its designated affiliates as of May 28, 2010, when the RSU Plan received shareholder approval.

The key features of the RSU Plan are as follows:

A copy of the RSU Plan is available upon request in writing to the Chief Financial Officer of the Company at 30 Worcester Road, Toronto, Ontario, M9W 5X2.

The 33,000 common shares that are currently authorized for issuance under the RSU Plan represent approximately 0.1% of the Company’s common shares issued and outstanding as at the Record Date. No RSUs have been issued and none are outstanding as at the Record Date.

Summary Compensation Table

The following table sets forth all direct and indirect compensation for, or in connection with, services provided to the Company for the financial years ended November 30, 2022, November 30, 2021 and November 30, 2020 in respect of the Chief Executive Officer, the Chief Financial Officer and two other officers of the Company who earned greater than C$150,000 in total compensation in the fiscal year ended November 30, 2021 (“Named Executive Officers”).

Notes:

Significant factors necessary to understand the information disclosed in the Summary Compensation Table above include the terms of each Named Executive Officer’s employment agreement and the terms of the separate agreement relating to performance-based options applicable to Drs. Isa and Amina Odidi described below.

Employment Agreements  

Drs. Isa and Amina Odidi

The employment agreement with Dr. Isa Odidi, the Chief Executive Officer and Co-Chief Scientific Officer of the Company, effective September 1, 2004, entitles Dr. Isa Odidi to receive a base salary of $200,000 per year, which is paid in Canadian dollars, and is increased annually each year during the term of the agreement by 20% of the prior year’s base salary. In addition, he is entitled to: (a) participate in the Option Plan; (b) participate in all employee benefit plans and programs, except for the Company’s deferred share unit plan (the “DSU Plan”); and (c) a car allowance of up to $1,000 per month. The initial term of the employment agreement was until September 30, 2007, at which time, pursuant to the terms of the agreement, the agreement was deemed to be extended automatically for an additional three-year period on the same terms and conditions (i.e. until September 30, 2010). The agreement will continue to be extended automatically for successive additional three-year periods on the same terms unless the Company gives Dr. Isa Odidi written notice at least two years prior to the date on which the agreement would otherwise be extended. See “Termination and Change of Control Benefits” below. Dr. Isa Odidi’s employment agreement was amended on August 1, 2007 and June 8, 2009 to include intellectual property, non-competition and non-solicitation provisions. In April 2010, Dr. Isa Odidi’s employment agreement was amended effective as of December 1, 2009, to eliminate the right to annual increases in his base salary of 20% each year and to roll back his base salary effective December 1, 2009 to the level payable under the employment agreement for the period from September 2008 to August 2009 or C$452,000 per year. Pursuant to such amendment, Dr. Isa Odidi’s base salary is subject to increase on an annual basis at the discretion of the Board, and Dr. Isa Odidi is eligible to receive a bonus, based on his performance, and that of the Company, as determined by the Board. In March 2019, Dr. Isa Odidi received a grant of 500,000 options of which 166,667 vested immediately on issuance, 166,667 vested on March 20, 2020 and 166,666 vested on March 20, 2021 at an exercise price of C$0.35 per share.

The employment agreement with Dr. Amina Odidi, the President, Chief Operating Officer and Co-Chief Scientific Officer of the Company, effective September 1, 2004, entitles Dr. Amina Odidi to receive a base salary of $200,000 per year, which is paid in Canadian dollars, and is increased annually by 20% of the prior year’s base salary. In addition, she is entitled to: (a) participate in the Option Plan; (b) participate in all employee benefit plans and programs, except for the DSU Plan; and (c) a car allowance of up to $1,000 per month. The initial term of the employment agreement was until September 30, 2007, at which time, pursuant to the terms of the agreement, the agreement was deemed to be extended automatically for an additional three-year period on the same terms and conditions (i.e. until September 30, 2010). The agreement will continue to be extended automatically for successive additional three-year periods on the same terms unless the Company gives Dr. Amina Odidi written notice at least two years prior to the date on which the agreement would otherwise be extended. See “Termination and Change of Control Benefits” below. Dr. Amina Odidi’s employment agreement was amended on August 1, 2007 and June 8, 2009 to include intellectual property, non-competition and non-solicitation provisions. In April 2010, Dr. Amina Odidi’s employment agreement was amended effective as of December 1, 2009, to eliminate the right to annual increases in her base salary of 20% each year and to roll back her base salary effective December 1, 2009 to the level payable under the employment agreement for the period from September 2008 to August 2009, being C$452,000 per year. Pursuant to such amendment, Dr. Amina Odidi’s base salary is subject to increase on an annual basis at the discretion of the Board, and Dr. Amina Odidi is eligible to receive a bonus, based on her performance and the Company, as determined by the Board. In March 2019, Dr. Amina Odidi received a grant of 500,000 options of which 166,667 vested immediately on issuance, 166,667 vested on March 20, 2020 and 166,666 vested on March 20, 2021 at an exercise price of C$0.35 per share.

In addition, the Company entered into a separate acknowledgement and agreement with Drs. Isa Odidi and Amina Odidi dated October 22, 2009 to be bound by the performance-based stock option agreement dated September 10, 2004 pursuant to which Drs. Isa Odidi and Amina Odidi are entitled to purchase up to 276,394 of the Company’s common shares. These options were not granted under the Option Plan. These options vest upon the Company attaining certain milestones related to the FDA filings and approvals for Company products and product candidates. The options are exercisable at a price of $36.20 per share and were to expire in September 2014. Effective March 27, 2014, the Company’s shareholders approved a two year extension of the performance-based stock option expiry date to September 2016. Effective April 19, 2016, the Company’s shareholders approved a further two year extension of the performance-based stock option expiry date to September 2018. Effective May 15, 2018, the Company’s shareholders approved a further two year extension of the performance-based stock option expiry date to September 2020. Therefore, these options expired September 2020.

Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards – The following table sets forth for each Named Executive Officer all awards outstanding at the end of the most recently completed financial year, including awards granted before the most recently completed financial year. Each option grant allows the holder to purchase one of the Company’s common shares.

Notes:

Incentive Plan Awards – Value Vested or Earned During the Year – The following table sets forth details of the value vested or earned during the most recently completed financial year for each incentive plan award.

Notes:

Pension Plan Benefits

The Company does not provide a defined benefit pension plan or a defined contribution pension plan for any of its Named Executive Officers, nor does it have a deferred compensation pension plan for any of its Named Executive Officers. There are no amounts set aside or accrued by the Company or its subsidiaries to provide pension, retirement or similar benefits.

Termination and Change of Control Benefits

The employment agreement with each of Dr. Isa Odidi and Dr. Amina Odidi (collectively the “Odidis”), by virtue of it being a fixed-term agreement with automatic renewal provisions, effectively provides for payments to the Odidis following termination of the employment agreement unless the agreement has been terminated in accordance with its terms. As a result, if either of the Odidis had been terminated on the last business day of the Company’s most recently completed fiscal year, it is estimated that an amount of up to approximately C$1.3 million would be payable to each of the Odidis, which is the amount that would have been payable through to September 30, 2022, at each of the Odidis’ current annual base salary level. Given their nature as fixed term employment agreements, if notice is properly provided to not renew the agreement following the term ending September 30, 2022, then as such date approaches the amount payable upon termination to the Odidis will decrease to the point where no amount would be payable upon termination as at September 30, 2022. Any termination of the employment of the Odidis must be undertaken by and is subject to the prior approval of the Board. There are no payments applicable under the employment agreements of the Odidis relating to a change of control of the Company.

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth all amounts of compensation provided to the non-executive directors for the Company’s most recently completed financial year.

Notes:

Deferred Share Unit Awards for Outside Directors

The Company established the DSU Plan deferred share units (“DSUs”) to permit directors who are not officers of the Company to defer receipt of all or a portion of their Board fees until termination of Board service, and to receive such fees in the form of common shares at that time.

The key features of the DSU Plan are as follows:

A copy of the DSU Plan is available upon request in writing to the Chief Financial Officer of the Company at 30 Worcester Road, Toronto, Ontario, M9W 5X2.

The 11,000 common shares that are currently authorized for issuance under the DSU Plan represent approximately 0.0005% of the Company’s common shares issued and outstanding as at the Record Date.  No DSUs have been issued, representing common share rights that comprise approximately 0.05% of the common shares issued and outstanding as at the Record Date.

Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth all amounts of option-based and share-based awards to the non-executive directors as at the Company’s most recently completed financial year.

Notes:

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth all amounts of option-based and share-based awards vested to the non-executive directors of the Company for the most recently completed financial year and no non-equity incentive plan compensation was earned during the most recently completed financial year.

Notes:

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Information regarding securities authorized for issuance under the Company’s equity compensation plans is provided below, as of November 30, 2022.

BURN RATE OF AWARDS UNDER STOCK OPTION PLAN, RSU PLAN AND DSU PLAN

In accordance with the requirements of section 613 of the TSX Company Manual, the following table sets forth the burn rate of options granted under the Option Plan, RSUs awarded under the RSU Plan, and DSUs awarded under the DSU Plan, as of the end of the financial years ended November 30, 2022, 2021 and 2020. The burn rate is calculated using the TSX prescribed methodology by dividing the number of awards granted or awarded under the Option Plan, the RSU Plan, or the DSU Plan, as applicable, during the relevant fiscal year by the weighted average number of common shares outstanding for the applicable fiscal year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the Company’s last financial year, no present or former director or officer, or any associate of such director or officer is currently or has been indebted to the Company.

AUDIT COMMITTEE INFORMATION

Reference is made to the annual information form of the Company for the year ended November 30, 2022 (the “Annual Information Form”) for disclosure of information relating to the Audit Committee. A copy of this document can be found on SEDAR at www.sedar.com or by contacting the Chief Financial Officer of the Company at 30 Worcester Road, Toronto, Ontario, M9W 5X2 telephone (416) 798-3001. A copy of the Charter of the Audit Committee is attached to the Annual Information Form as Schedule A.

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

To the knowledge of the Company, no person who has been a director or executive officer of the Company since the beginning of the Company’s most recently completed financial year, nor any associate or affiliate of such persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting, other than the election of directors or the appointment of auditors.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth below, to the knowledge of the Company, no (i) director or executive officer of the Company or any of its subsidiaries; (ii) shareholder (or director or executive officer of such shareholder) who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the common shares of the Company; and (iii) associates or affiliates of the foregoing, had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

On September 10, 2018, the Company completed a private placement financing of an unsecured convertible debenture in the principal amount of US$500,000 (the “September 2018 Debenture”). The September 2018 Debenture bears interest at a rate of 10% per annum, payable monthly, may be prepaid at any time at our option, and is convertible into 166,666 common shares at any time prior to the maturity date at a conversion price of US$3.00 per common share at the option of the holder. Drs. Isa and Amina Odidi, who are directors, executive officers and shareholders of our Company, provided us with the original US$500,000 of proceeds for the September 2018 Debenture. The maturity date for the September 2018 Debenture is currently August 31, 2023. No interest was paid on the September 2018 Debenture for the year ended November 30, 2022.

On April 4, 2019, a tentative approval from TSX was received for the refinancing of a convertible debenture issued by the Company to Drs. Isa and Amina Odidi on January 10, 2013 (the “2013 Debenture”), subject to certain conditions being met. As a result of the refinancing, the principal amount owing under the 2013 Debenture was refinanced by a new debenture (the “May 2019 Debenture”). On May 1, 2019, the May 2019 Debenture was issued in the principal amount of US$1,050,000, it bears interest at a rate of 12% per annum and is convertible into 1,779,661 common shares of the Company at a conversion price of US$0.59 per common share. Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors, and executive officers of the Company, are the holders of the May 2019 Debenture. The current maturity date for the May 2019 Debenture is August 31, 2023. No interest was paid on the May 2019 Debenture for the year ended November 30, 2022.

On November 15, 2019, the Company issued an unsecured convertible debenture in the principal amount of US$250,000 (the “November 2019 Debenture), it bears interest at a rate of 12% per annum and is convertible into 2,083,333 common shares of the Company at a conversion price of US$0.12 per common share.  The Company used the proceeds from the November 2019 Debenture for working capital and general corporate purposes. Dr. Isa Odidi and Dr. Amina Odidi, who are shareholders, directors, and executive officers of the Company, are the holders of the November 2019 Debenture. The current maturity date for the November 2019 Debenture is August 31, 2023. No interest was paid on the 2019 Debenture for the year ended November 30, 2022.

CORPORATE GOVERNANCE DISCLOSURE

Guidelines

“Corporate governance” is the process and structure used to direct and manage the business and affairs of the Company to achieve the shareholders’ objectives. The shareholders elect the members of the Board who in turn are responsible for overseeing all aspects of the operations of the Company, appointing management, and ensuring that the business is managed properly taking into account the interests of the shareholders and other stakeholders, such as employees and patients.

The Board, monitors changes with respect to corporate governance practices and regulatory requirements. Under National Instrument 58-101 - Disclosure of Corporate Governance Practices and National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators, the Company is required to disclose information in this Management Proxy Circular relating to its corporate governance practices. The Company’s disclosure is set out below and in Schedule A to this Management Proxy Circular.

Mandate of the Board of Directors

The Board has adopted a formal mandate outlining its responsibilities. The text of the Board’s mandate can be found on the Company’s web site and at www.sedar.com.

The Board is responsible for the stewardship of the Company and for supervising the management of the business and affairs of the Company. As part of this overall responsibility, the Board handles the following matters:

Members of the Board are expected to review available meeting materials in advance, to attend all regularly scheduled Board meetings, and committee meetings of which they are a member, whenever possible, and to devote the necessary time and attention to effectively carry out their responsibilities as directors.

The Board encourages feedback from security holders of the Company. If you wish to communicate directly with the independent members of the Board, please do so in writing by mailing your correspondence, clearly marked as “Shareholder Correspondence” to President, c/o Intellipharmaceutics International Inc., 30 Worcester Road, Toronto, Ontario, M9W 5X2.

Diversity of the Board and Senior Management

On January 1st, 2020, amendments to the Canada Business Corporations Act entered into force requiring new disclosure of the number of: (i) women; (ii) Indigenous peoples; (iii) people with disabilities; and (iv) members of visible minorities (collectively, the “Designated Groups”) on the Board and in senior management positions with the Company.

The Company recognizes the benefits of diversity within the Board, at the senior management level and all levels of the organization. Although the Board takes into account the representation of women and other Designated Groups on the Board when seeking and selecting candidates for the positions of directors for a first or new term, in light of the Company’s stage of development, management and the Board do not consider it necessary at this time to adopt a formal written policy on seeking and selecting women candidates, or members of other Designated Groups, for the positions of directors or members of senior management and setting a target in this regard. For the fiscal year ended November 30, 2022, and among the proposed nominees for election as directors at the Meeting, there was one woman on the Board, Dr. Amina Odidi (20%). There are three members of visible minorities, Mr. Bahadur Madhani, Dr. Isa Odidi and Dr. Amina Odidi (60%) who were on the Board during the fiscal year 2022, and are also among the proposed nominees for election as directors at the Meeting.

For senior management, the Board considers representation by women when making appointments but, in light of the Company’s stage of development, management and the Board do not consider it necessary at this time to set a target for the representation of women or members of other Designated Groups at the senior management level. The Board considers above all each candidate’s qualifications and competencies to create as much value as possible for the Company. For the fiscal year ended November 30, 2022, there was one woman among the members of senior management of the Company, Dr. Amina Odidi (33.33%); and there are three members of senior management, Dr. Patrick Yat, Dr. Isa Odidi and Dr. Amina Odidi (100%) that are members of visible minorities.

The Board has not adopted a formal policy relating to term limits for directors. The Board strives to be constituted to achieve a balance between experience and the need for renewal and fresh perspective. The Board does not believe such policy is appropriate given the Company’s size and stage of development.

SHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING

The Company will review eligible shareholder proposals intended to be included in proxy material for the 2024 annual meeting of shareholders that are received by the Company at 30 Worcester Road, Toronto, Ontario, M9W 5X2, Attention: President, no later than June 16, 2024 or, if the Meeting is adjourned or postponed, on the 60^th day following the 150^th day before the first anniversary of the date of the adjourned or postponed Meeting.

ADDITIONAL INFORMATION

Copies of the following documents are available without charge to shareholders upon written request to the President of the Company at 30 Worcester Road, Toronto, Ontario, M9W 5X2:

Additional information relating to the Company can be found under the Company’s issuer profile on SEDAR at www.sedar.com and the Company’s website at www.intellipharmaceutics.com. Financial information is provided in the Company’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended November 30, 2022.

DIRECTORS’ APPROVAL

The contents of this Management Proxy Circular and its distribution to shareholders have been approved by the board of directors of the Company.

DATED at Toronto, Ontario, the 4th day of August, 2023.

SCHEDULE A

Corporate Governance Guidelines

The Company believes that effective corporate governance practices are fundamental to the overall success of a company. The Canadian Securities Administrators have adopted National Instrument 58-101 (“NI 58-101”) and the associated National Policy 58-201 which require the Company to disclose its corporate governance practices. In addition, the Company must comply with National Instrument 52-110 (“NI 52-110”) with respect to Audit Committees. See details in the accompanying Management Proxy Circular under the heading “Audit Committee Information”.