Medicus Pharma Ltd. Announces Proposed Private Placement of Convertible Notes

Toronto, Ontario--(Newsfile Corp. - April 25, 2024) - Medicus Pharma Ltd. (TSXV: MDCX) (FSE: N46) (the "Company") is pleased to announce that it intends to complete the first closing of a private placement (the "Private Placement") of its 10.00% Unsecured Convertible Notes due 2025 (the "Notes"). Approximately US$5,172,500 aggregate principal amount of Notes will be issued at the first closing, which is expected to occur on or about May 1^st , 2024, subject to customary closing conditions, including the approval of the TSX Venture Exchange. The Company may issue additional Notes in one or more further closings, with up to US$10,000,000 aggregate principal amount of Notes to be issued and outstanding following completion of the Private Placement.

The Private Placement has been jointly managed by the Company and EF Hutton LLC.

The Notes will bear interest at a rate of 10.00% per annum, payable semi-annually in arrears in the form of either cash or common shares of the Company at the election of the holder.

Prior to January 1, 2025, the Notes will automatically convert into common shares of the Company on the following terms:

• upon completion by the Company of an initial public offering in the United States, at a conversion price per common share equal to the greater of (i) a 20% discount to the initial public offering price and (ii) US$2.00; and

• upon a change of control of the Company, at a conversion price equal to US$2.00 per common share.

On or after January 1, 2025, the Notes will be convertible at the option of the holder at a conversion price of US$2.00 per common share.

Upon a change of control of the Company, the Company will offer to repurchase the Notes at a price equal to 101% of the principal amount of Notes to be repurchased, plus accrued and unpaid interest up to but not including the date of repurchase.

The Notes will mature on December 31, 2025 and may be redeemed by the Company, in whole or in part, on or after January 1, 2025, for a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest up to but not including the date of redemption.

The Notes will be offered pursuant to applicable exemptions from the prospectus requirements of Canadian securities law. The Notes will also be offered and sold in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "1933 Act"), and any applicable securities laws of any state of the United States.

The Company intends to use the net proceeds from the Private Placement to fund the Company's research and development programs and for working capital purposes.

The Company also announced today that the Company's board of directors has approved the issuance to certain executives of the Company of options to buy an aggregate of up to 125,000 of the Company's common shares, with an exercise price of CDN$2.40 per share and up to 75,000 of the Company's common shares with an exercise price of CDN$2.42 per share. The options have been issued in accordance with the Company's stock option plan and are subject to vesting terms.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or the common shares of the Company issuable on their conversion (collectively, the "Securities") in the United States, nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom. The Securities have not been and will not be registered under the 1933 Act, or the securities laws of any state and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements thereof.

For further information contact:

Carolyn Bonner, President
(610) 636-0184
cbonner@medicuspharma.com

About Medicus Pharma Ltd:

Medicus Pharma Ltd. (TSXV: MDCX) is a biotech/life sciences company focused on accelerating the clinical development programs of novel and disruptive therapeutics assets.

SkinJect Inc. a wholly owned subsidiary of Medicus Pharma Ltd, is a development stage, life sciences company focused on commercializing novel, non-invasive treatment for basal cell skin cancer using patented dissolvable microneedle patch to deliver chemotherapeutic agent to eradicate tumors cells.

Cautionary Notice on Forward-Looking Statements

Certain information in this news release constitutes "forward-looking information" under applicable securities laws. "Forward-looking information" is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes, without limitation, statements regarding the terms of the Private Placement, the satisfaction of conditions to closing of the Private Placement and the use of proceeds therefrom. Forward-looking statements are often but not always, identified by the use of such terms as "may", "might", "will", "will likely result", "would", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target" or the negative and/or inverse of such terms or other similar expressions.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including those risk factors described in the Company's public filings on SEDAR+, which may impact, among other things, the trading price and liquidity of the Company's common shares. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Readers are cautioned that the foregoing list is not exhaustive and readers are encouraged to review the Prospectus accessible on the Company's profile on SEDAR+ at www.sedarplus.ca. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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