REDEMPTION NOTICE

The Holders of CardioGenics Holdings Inc. Series 2 Class B Common Stock (“Series 2 CL B Shares”)

$0.00001

April 4, 2011

Holders of the Series 2 CL B Shares shall surrender certificates representing their Series 2 CL B Shares to the Company at the following address:

 

CardioGenics Holdings Inc.

6295 Northam Drive, Unit 8

Mississauga, Ontario L4V 1W8 Canada

Attention: Series 2 CL B Redemption

Dividends on Series 2 CL B Shares shall cease to accumulate on the day prior to the Redemption Date unless the Corporation defaults in the payment of the Redemption Price. To date, no dividends have been declared with respect to the Series 2 CL B Shares.

In accordance with the Certificate of Designation for the Series 2 Class B Shares, the Company has elected to establish a trust account with TD BANK CANADA, in which it will deposit, prior to the Redemption Date, all funds necessary for the redemption of the Series 2 CL B Shares, which funds shall be held in trust for the pro-rata benefit of the holders of the Series 2 CL B shares redeemed under this notice.

 

  

Notwithstanding that any certificate for Series 2 CL B Shares called for redemption hereunder shall not have been surrendered for cancellation, all Series 2 CL B Shares so called for redemption shall no longer be deemed outstanding, and all rights with respect to such Series 2 CL B Shares shall forthwith on the Redemption Date cease and terminate, except only the right of the holders thereof to receive the pro-rata amount payable on redemption of the Series 2 CL B Shares, without interest.

By: