Medexus Pharmaceuticals Inc.

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the “United States” (as such term is defined in Regulation S under the U.S. Securities Act) (the “ United States ”) and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the United States or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) (“U.S. Persons”) except as permitted by the Underwriting Agreement (as defined below) and pursuant to an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities to, or for the account or benefit of, persons in the United States or U.S. Persons. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Medexus Pharmaceuticals Inc. at 1 Place du Commerce, Suite 225, Verdun, QC, Canada H3E 1A2 (telephone: (514) 7622636), and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

February 8, 2021

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$28,286,954 3,984,078 Units

Price: $7.10 per Unit

This short form prospectus (this “ Prospectus ”) qualifies the distribution to the public (the “ Offering ”) of 3,984,078 units (the “ Units ”) of Medexus Pharmaceuticals Inc. (“ Medexus ” or the “ Company ”) at a price of $7.10 per Unit (the “ Offering Price ”). Each Unit will consist of one common share in the capital of the Company (each a “ Unit Share ”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment and acceleration in certain circumstances (as described herein), one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $10.00 per Warrant Share, until 5:00 p.m. (Toronto time) on the date that is 24 months from the Closing Date (as defined herein), provided that, in the event that the volume weighted average trading price of the Common Shares (as defined herein) for any ten (10) consecutive trading days on the TSX Venture Exchange (“ TSXV ”) exceeds $14.00, the Company shall have the right to accelerate the expiry date of the Warrants by delivering written notice to the holders of Warrants within ten (10) business days of the occurrence of such event. If such written notice is delivered by the Company, the expiry date of the Warrants will be accelerated to the date that is thirty (30) days following the date of such written notice (the “ Accelerated Exercise Period ”). The Warrants will be governed by the terms of a warrant indenture (the “ Warrant Indenture ”) to be dated as of the Closing Date between the

Company and Computershare Trust Company of Canada (the “ Warrant Agent ”), as warrant agent. The Units will immediately separate into Unit Shares and Warrants upon issuance. See “Description of Securities Being Distributed” .

The Units will be issued pursuant to the terms of an underwriting agreement dated February 8, 2021 (the “ Underwriting Agreement ”) entered into among the Company, Raymond James Ltd. (“ Raymond James ”) and Stifel Nicolaus Canada Inc. (“ Stifel GMP” , and together with Raymond James, the “ Co-Lead Underwriters ”), as co-lead underwriters and joint bookrunners, and Roth Canada, ULC, Bloom Burton Securities Inc. and Mackie Research Capital Corporation (collectively with the Co-Lead Underwriters, the “ Underwriters ”). The Offering Price was determined by arm’s length negotiation between the Company and the Co-Lead Underwriters, on behalf of themselves and the other Underwriters, with reference to the prevailing market price of the Common Shares on the TSXV. See “Plan of Distribution”.

The Company has applied to list the Unit Shares, the Warrant Shares, the Broker Warrant Shares (as defined below) and the Warrants, each to be distributed under this Prospectus on the TSXV. Listing will be subject to the Company fulfilling all of the requirements of the TSXV. Furthermore, while the Company has agreed to use its commercially reasonable best efforts to obtain the listing of the Warrants, there can be no assurance that such listing application will be accepted by the TSXV and, for greater certainty, the listing of the Warrants on the TSXV is not a condition to closing the Offering.

The outstanding common shares of the Company (the “ Common Shares ”) are listed and posted for trading (i) on the TSXV (Tier 2) under ticker symbol “MDP”, (ii) on the OTCQX under ticker symbol “MEDXF” and (iii) on the Frankfurt Stock Exchange under ticker symbol “P731”. The closing price of the Common Shares on February 1, 2021, the last full trading day prior to the announcement of the Offering, was (i) $7.83 per Common Share on the TSXV, (ii) US$6.0752 per Common Share on the OTCQX and (iii) €4.96 per Common Share on the Frankfurt Exchange.

On February 5, 2021, the last full trading day prior to the date of this Prospectus, the closing price of the Common Shares was (i) $8.30 per Common Share on the TSXV, (ii) US$6.9257 per Common Share on the OTCQX and (iii) €5.75 per Common Share on the Frankfurt Exchange.

Per Unit Total Offering(3)(4)	Price to the Public $7.10 $28,286,954	Underwriters’ Fee(1)(2) $0.426 $1,547,217	Net Proceeds to the Company(2)
			$6.674 $26,739,737

Notes:

(1) The Company has agreed to pay the Underwriters a cash commission (the “ Underwriters’ Fee ”) equal to 6.0% of the aggregate gross proceeds of the Offering (subject to a reduced 3.0% cash commission for up to 704,225 Units sold to certain purchasers designated by the Company and agreed to by the Underwriters (the “ President’s List ”)), including pursuant to any exercise of the Over-Allotment Option (as defined below). In addition to the Underwriters’ Fee, the Company has agreed to issue to the Underwriters, or as they may direct, that number of broker warrants (“ Broker Warrants ”) as is equal to 6.0% of the aggregate number of Units sold pursuant to the Offering (with no Broker Warrants issuable to purchasers on the President’s List), including pursuant to any exercise of the Over-Allotment Option. Each Broker Warrant will entitle the holder thereof to purchase one Common Share (a “ Broker Warrant Share ”) at the Offering Price for a period of 24 months following the Closing Date. This Prospectus qualifies the distribution of the Broker Warrants. See “Plan of Distribution”.
(2) Before deducting the expenses of the Offering, estimated to be approximately $600,000, which, together with the Underwriters’ Fee, will be paid from the proceeds of the Offering.
(3) Assuming 704,225 Units are sold to purchasers on the President’s List and no exercise of the Over-Allotment Option (as described below). Assuming no Units are sold to purchasers on the President’s List and no exercise of the OverAllotment Option, the total price to the public, Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately $28,286,954, $1,697,217 and $26,589,737, respectively.
(4) The Company has granted to the Underwriters an option (the “ Over-Allotment Option ”), exercisable in whole or in part, at any time and from time to time, prior to the date that is 30 days following the Closing Date, to purchase up to an additional 597,611 Units (the “ Over-Allotment Units ”) and/or up to 597,611 Unit Shares (“ Over-Allotment Unit Shares ”) and/or up to 298,805 Warrants (“ Over-Allotment Warrants ”), to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the

Underwriters to acquire: (a) Over-Allotment Units at the Offering Price; (b) Over-Allotment Unit Shares at a price of $6.73 per Over-Allotment Unit Share; (c) Over-Allotment Warrants at a price of $0.74 per Over-Allotment Warrant; or (d) any combination of Over-Allotment Units, Over-Allotment Unit Shares and Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Unit Shares and Over-Allotment Warrants which may be issued under the Over-Allotment Option does not exceed 597,611 Over-Allotment Unit Shares and 298,805 Over-Allotment Warrants. If the Over-Allotment Option is exercised in full (for Units) and assuming 704,225 Units are sold to purchasers on the President’s List, the total price to the public, Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately $32,529,992, $1,801,800 and $30,728,192, respectively. If the OverAllotment Option is exercised in full (for Units) and assuming no Units are sold to purchasers on the President’s List, the total price to the public, Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately $32,529,992, $1,951,800 and $30,578,192, respectively. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Units and/or Over-Allotment Warrants and/or Over-Allotment Unit Shares issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the OverAllotment Option or secondary market purchases. See “Plan of Distribution” and the table below, which sets out the securities issuable under the Over-Allotment Option and the Broker Warrants.

Underwriters’ Position	Maximum Size or Number	Exercise Period	Exercise Price
	of Securities Available
	Up to 597,611 Over-	Exercisable at any time and	$7.10 per Over-
	Allotment Units; and/or	from time to time up to 30	Allotment Unit
Over-Allotment Option	597,611 Over-Allotment Unit Shares; and/or 298,805 Over- Allotment Warrants	days following the Closing Date	$6.73 per Over- Allotment Unit Share
			$0.74 per Over-
			Allotment Warrant
	239,044 Broker Warrant	Exercisable at any time and	$7.10 per Broker
	Shares (up to 274,901 Broker	from time to time for a	Warrant Share
	Warrant Shares if the Over-	period of 24 months after
	Allotment Option is	the Closing Date
	exercised in full (for Units)),
	assuming no Units are sold to
	purchasers on the President’s
	List
Broker Warrants
	196,791 Broker Warrant
	Shares (up to 232,647 Broker
	Warrant Shares if the Over-
	Allotment Option is
	exercised in full (for Units)),
	assuming 704,225 Units are
	sold to purchasers on the
	President’s List

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement and subject to the approval of certain legal matters on behalf of the Company by Blake, Cassels & Graydon LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP. The Units will be offered in each of the provinces of Canada through the Underwriters or their affiliates who are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable laws, the Underwriters may offer, through one or more of their duly registered broker-dealers in each applicable jurisdiction, the Units to, or for the account or benefit of, persons in the United States or U.S. Persons, and such other jurisdictions outside of Canada and the United States as may be agreed to between the Company and the Underwriters, in each case

iii

in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

Subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to offer the Units initially at the Offering Price. After a reasonable effort has been made to sell all of the Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds received by the Company. The Underwriters will inform the Company if the Offering Price is reduced. See “Plan of Distribution”.

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See “Risk Factors”.

Subscriptions will be received subject to rejection or allocation in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to occur on or about February 23, 2021 or such other date as may be agreed to by the Company and the Co-Lead Underwriters, on behalf of the Underwriters (the “ Closing Date ”); provided that the Units are to be taken up by the Underwriters on or before the date that is not later than 42 days after the receipt for the final short form prospectus relating to the Offering.

Unless otherwise agreed between the Company and a purchaser of Units, the Units will be issued as noncertificated book-entry securities through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee. Consequently, purchasers of the Units will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant (a “ CDS Participant ”) from or through which the Units are purchased and no certificate evidencing the Unit Shares or the Warrants will be issued. Registration will be made through the depository services of CDS. See “Plan of Distribution”.

Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus. The Company and the Underwriters have not authorized anyone to provide prospective investors with information different from that contained or incorporated by reference in this Prospectus, other than the “Marketing Materials” available on www.sedar.com. To the extent of any discrepancy between the information contained in the Marketing Materials and this Prospectus, prospective investors are advised that the Marketing Materials do not provide full disclosure of all material facts relating to the securities offered. Prospective investors should read this Prospectus and any amendment for disclosure of those facts especially risk factors relating to, among other things, the Company and the Units, before making an investment decision. The Underwriters are offering to sell and seeking offers to buy the Units only in jurisdictions where, and to persons to whom, offers and sales are lawfully permitted. Readers should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the cover page of this Prospectus.

An investment in the Units involves a high degree of risk, and should only be made by persons who can afford the total loss of their investment. Investors should carefully consider the risk factors described in this Prospectus and in the documents incorporated by reference herein before purchasing the Units. Prospective investors are advised to consult their legal counsel and other professional advisors in order to assess income tax, legal and other aspects of the investment. See “Risk Factors” in this Prospectus, “Risk Factors” in the Annual Information Form (as defined herein) and under the heading “Risk Factors and Risk Management” in the Company’s most recent management’s discussion & analysis, and elsewhere in the Company’s other disclosure documents filed with the applicable Canadian securities regulatory authorities from time to time.

Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, territorial, foreign and other tax consequences of acquiring, holding or disposing of the Units, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires the Units. See “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”.

The principal, head and registered office of the Company is located at 1 Place du Commerce, Suite 225, Verdun, QC, Canada H3E 1A2.

Page ABOUT THIS PROSPECTUS ...................................................................................................................................... 1 EXCHANGE RATE INFORMATION ......................................................................................................................... 2 FORWARD-LOOKING STATEMENTS ..................................................................................................................... 2 THIRD PARTY DATA ................................................................................................................................................. 3 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 4 MARKETING MATERIALS ....................................................................................................................................... 5 ELIGIBILITY FOR INVESTMENT............................................................................................................................. 5 THE COMPANY .......................................................................................................................................................... 5 RECENT DEVELOPMENTS ....................................................................................................................................... 6 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 7 PLAN OF DISTRIBUTION .......................................................................................................................................... 8 USE OF PROCEEDS .................................................................................................................................................. 12 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ..................................................................................... 13 PRIOR SALES ............................................................................................................................................................ 15 TRADING PRICE AND VOLUME ........................................................................................................................... 16 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 16 RISK FACTORS ......................................................................................................................................................... 20 LEGAL MATTERS .................................................................................................................................................... 24 INTERESTS OF EXPERTS ........................................................................................................................................ 24 AUDITORS AND TRANSFER AGENT AND REGISTRAR ................................................................................... 24 AGENT FOR SERVICE OF PROCESS ..................................................................................................................... 24 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 24 CERTIFICATE OF THE COMPANY ...................................................................................................................... C-1 CERTIFICATE OF THE UNDERWRITERS ........................................................................................................... C-2

ABOUT THIS PROSPECTUS

A prospective purchaser of Units should read this entire Prospectus, including the documents incorporated herein by reference, and consult its own professional advisors to assess the income tax, legal, risks and other aspects of its investment in the Units. A prospective purchaser of Units should rely only on the information contained in this Prospectus. The Company and the Underwriters have not authorized anyone to provide prospective purchasers of Units with additional or different information. The Company and the Underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide prospective purchasers. The Units may be sold only in those jurisdictions where offers and sales are permitted. This Prospectus is not an offer to sell or a solicitation of an offer to buy the Units in any jurisdiction where it is unlawful. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or any sale of the Units. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

For investors outside Canada, neither the Company nor any of the Underwriters has done anything that would permit the direct or indirect, offer, sale or delivery of any Units or the delivery of this Prospectus to any person in any jurisdiction outside of Canada, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdiction or would otherwise require the Company to appoint an agent for service in such other jurisdiction. Investors are required to inform themselves about, and to observe any restrictions relating to, the Offering and the possession or distribution of this Prospectus.

This Prospectus, including the documents incorporated by reference herein, contains company names, product names, trade names, trademarks and service marks of the Company and other organizations, all of which are the property of their respective owners.

Interpretation

Unless otherwise noted or the context otherwise requires, the “Company” or “Medexus” refers to Medexus Pharmaceuticals Inc. together with its subsidiaries.

Unless the context otherwise requires, when used herein, all references to “Offering”, “Units”, “Unit Shares”, “Warrants” and “Warrant Shares”, as applicable, assume the exercise of the Over-Allotment Option and includes the Over-Allotment Units and the Unit Shares and Warrants underlying such Over-Allotment Units and the additional Warrant Shares issuable upon exercise of such additional Warrants.

Unless otherwise indicated, all financial information included or incorporated by reference in this Prospectus and the documents incorporated by reference herein and therein has been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“ IFRS ”), and as set out in Part I of the Handbook of the Chartered Professional Accountants of Canada.

EXCHANGE RATE INFORMATION

All references to “C$”, “$”, or “Canadian dollars” included or incorporated by reference in this Prospectus refer to Canadian dollar values. All references to “US$” or “United States dollars” are used to indicate United States dollar values.

The following table sets forth, for each of the periods indicated, the high, low, average and period end daily average rates of exchange for one United States dollar, expressed in Canadian dollars, published by the Bank of Canada.

High Low Average Period End	Year ended December 31, 2018 ($) 1.3642 1.2288 1.2957 1.3642	Year ended December 31, 2019 ($) Year ended December 31, 2020 ($)
		1.3600 1.4496 1.2988 1.2718 1.3269 1.3415 1.2988 1.2732

The rate of exchange reported by the Bank of Canada for conversion of United States dollars into Canadian dollars on February 5, 2021, the final full trading day before the date of this Prospectus, was US$1.00 = $1.2777. The Company makes no representation that Canadian dollars could be converted into United States dollars at that rate or any other rate.

FORWARD-LOOKING STATEMENTS

Certain statements made in this Prospectus contain forward-looking information within the meaning of applicable securities laws (“ forward-looking statements ”). Such forward-looking statements includes statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “anticipates”, “believes”, “budget”, “could”, “estimates”, “expects”, “forecasts”, “goals”, “intends”, “may”, “might”, “objective”, “outlook”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and “vision”) which are not historical facts. More specifically, forward-looking information in this Prospectus includes, but is not limited to, information contained in statements with respect to: statements relating to expected use of proceeds of the Offering, completion and timing of the Offering, the listing of the Unit Shares, the Warrant Shares, the Broker Warrant Shares and the Warrants, TSXV and regulatory approvals, the results of the Company’s special meeting of shareholders scheduled for March 10, 2021, the Company’s future expectations regarding growth and revenues; the Company’s ability to list on the Nasdaq (as defined herein) and the benefits of the Company associated with such a listing; the potential increase in revenue potential for products; expected benefits from the 2018 Acquisitions and the 2020 Acquisition (as each such term is defined in the Annual Information Form); the expected benefits of the Treosulfan License (as defined herein); the timing and magnitude of the milestone payments owed in connection with the Treosulfan License and the ability for the Company to finance such payments; the Company’s anticipated cash needs, capital requirements and its needs for additional financing; the Company’s future growth plans; the Company’s proposed change of registered office to Bolton, Ontario; the Company’s ability to obtain regulatory approvals when required; the Company’s business strategy; the Company’s ability to attract and retain personnel and changes to the Company’s management; the Company’s business outlook and other expectations regarding financing or operating performance; the Company’s expectation regarding the availability of funds from operations, cash flow generation and capital allocation; the potential impact of the COVID19 pandemic and the Company’s response thereto, including the Company’s balance sheet and cost management strategies and any benefits thereof; and the Company’s competitive position and the anticipated trends and challenges in the Company’s business and the markets in which it operates.

The forward-looking statements and information included in this Prospectus are based on certain key expectations and assumptions made by the Company and although the Company believes that such expectations and assumptions are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors and risks which could cause actual results or events to differ materially from those expressed in its forward-looking statements are discussed herein under the heading “Risk Factors”, under the heading “Risk Factors” in the Company’s Annual Information Form and under the heading “Risk Factors and Risk Management” in the Company’s most recent management’s discussion & analysis, and elsewhere in the Company’s other disclosure documents filed with the applicable Canadian securities regulatory authorities from time to time.

Unless otherwise noted, any forward-looking statement speaks only as of the date of this Prospectus, and, except as required by applicable law, the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Company, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements contained herein are expressly qualified by this cautionary statement.

This risk factors discussed herein or incorporated by reference herein is not an exhaustive list of the factors that may affect the forward-looking statements in this Prospectus. Investors and others should carefully consider risk factors and not place undue reliance on the forward-looking information and statements. Further information regarding these factors are discussed in this Prospectus under the heading “Risk Factors” in this Prospectus, under the heading “Risk Factors” in the Company’s Annual Information Form and under the heading “Risk Factors and Risk Management” in the Company’s most recent management’s discussion & analysis, and elsewhere in the Company’s other disclosure documents filed with the applicable Canadian securities regulatory authorities from time to time. The forward-looking statements and information contained in this Prospectus are made as of the date hereof and Medexus undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

All of the forward-looking statements and information contained in this Prospectus or the documents incorporated by reference herein is expressly qualified by the foregoing cautionary statements.

THIRD PARTY DATA

Unless otherwise indicated, information contained in this Prospectus concerning the Company’s industry and the markets in which the Company operates or seeks to operate, including the Company’s general expectations and market position, market opportunities and market share, is based on information from third party sources, industry reports, journals, studies and publications (including industry surveys and forecasts), websites and other publicly available information, and management studies and estimates. Unless otherwise indicated, the Company’s estimates are derived from publicly available information released by independent industry analysts and third party sources as well as data from the Company’s own internal research, and include assumptions made by the Company which the Company believes to be appropriate and reasonable based on the Company’s knowledge of its industry and markets. Unless otherwise indicated, the Company’s internal research and assumptions have not been verified by any independent source, and neither the Company nor the Underwriters have independently verified any third party information, or ascertained the underlying industry, market, economic and other assumptions relied upon by such sources. While the Company believes the market information and other estimates included in this Prospectus to be generally reliable, such information and estimates are inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance or the future performance of the industry and markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. See “Risk Factors” in this Prospectus, “Risk Factors” in the Annual Information Form and under the heading “Risk Factors and Risk Management” in the Company’s most recent management’s discussion & analysis, and elsewhere in the Company’s other disclosure documents filed with the applicable Canadian securities regulatory authorities from time to time.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commission or similar authority in each of the provinces of Canada are specifically incorporated by reference in, and form an integral part of, this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus:

(a) the audited consolidated financial statements of the Company for the financial years ended March 31, 2020 and March 31, 2019, and the notes thereto together with the report of the independent auditors thereon (the “ Annual Financial Statements ”);
(b) management’s discussion and analysis of the Company dated June 22, 2020, in respect of the Annual Financial Statements;
(c) the management information circular of the Company filed on August 18, 2020 with respect to the annual meeting of shareholders of the Company held on September 17, 2020;
(d) the management information circular of the Company filed on February 8, 2021 with respect to the special meeting of shareholders to be held on March 10, 2021 (the “ Special Meeting Circular ”);
(e) the Company’s annual information form dated September 8, 2020 for the financial year ended March 31, 2020 (the “ Annual Information Form ”);
(f) the unaudited condensed interim consolidated financial statements of the Company for the threeand six-months ended September 30, 2020 (the “ Interim Financial Statements ”);
(g) management’s discussion and analysis of the Company dated November 16, 2020 in respect of the Interim Financial Statements (the “ Interim MD&A ”);
(h) the template version of the term sheet for the Offering dated February 2, 2021 (the “ Initial Term Sheet ”); and
(i) the template version of the revised term sheet for the Offering dated February 3, 2021 (the “ Upsize Term Sheet ” and together with the Initial Term Sheet, the “ Marketing Materials ”).

Any documents of the type described in Section 11.1 of Form 44-101F1 — Short Form Prospectus filed by the Company with the various securities commissions or similar authorities in each of the provinces of Canada pursuant to the requirements of applicable securities legislation after the date of this Prospectus and prior to the termination of the distribution of the Units under this Prospectus are deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set out in the document or statement that it modifies or supersedes. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

MARKETING MATERIALS

The Marketing Materials are not part of this Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus or any amendment. The Initial Term Sheet has been modified by the Upsize Term Sheet to reflect the increase in the number of Units offered and the size of the Offering as set out in the Initial Term Sheet and is superseded by the Upsize Term Sheet. The Company has prepared the Initial Term Sheet and the Upsize Term Sheet, and each can be viewed under the Company’s SEDAR profile at www.sedar.com. Any “template version” of “marketing materials” (each as defined in National Instrument 41-101 – General Prospectus Requirements ) filed with the securities commission or similar authority in each of the provinces of Canada in connection with the Offering after the date hereof but prior to the termination of the distribution of the Units under this Prospectus (including any amendments to, or an amended version of, any marketing materials) is deemed to be incorporated by reference herein.

ELIGIBILITY FOR INVESTMENT

In the opinion of Blake, Cassels & Graydon LLP, counsel to the Company, and Borden Ladner Gervais LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (together, the “ Tax Act ”), the Unit Shares, Warrants and Warrant Shares, if issued on the date hereof, would be, on such date, “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”), registered education savings plan (“ RESP ”), deferred profit sharing plan (“ DPSP ”), registered disability savings plan (“ RDSP ”) or tax-free savings account (“ TFSA ” and, along with an RRSP, RRIF, RESP, DPSP or RDSP, a “ Plan ”), provided that (i) in the case of the Unit Shares and Warrant Shares, such Unit Shares or Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes Tier 2 of the TSXV), and (ii) in the case of the Warrants, (a) the Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act, and (b) the Company is not, and deals at arm’s length with each person who is, an annuitant, a beneficiary, an employer or a subscriber under or a holder of the Plan.

Notwithstanding that a Unit Share, Warrant or Warrant Share may be a qualified investment for trusts governed by Plans, if the Unit Share, Warrant or Warrant Share is a “prohibited investment” (as defined in the Tax Act) for a TFSA, RDSP, RRSP, RRIF, or RESP, then a holder of the TFSA or RDSP, an annuitant under the RRSP or RRIF or a subscriber of the RESP will be subject to a penalty tax if the Unit Share, Warrant or Warrant Share, as applicable, is held by a trust governed by such Plan. A Unit Share, Warrant or Warrant Share will be a prohibited investment for a TFSA, RDSP, RESP, RRSP, or RRIF if the holder, subscriber, or annuitant, as applicable, does not deal at arm’s length with the Company for the purposes of the Tax Act or has a “significant interest” (as defined in the Tax Act) in the Company. However, a Unit Share or Warrant Share will not be a “prohibited investment” if such securities are “excluded property” (as defined in the Tax Act) for trusts governed by such Plan.

Annuitants, holders, and subscribers of such Plans should consult their own tax advisors to ensure that Unit Shares, Warrants and Warrant Shares would not be prohibited investments in their particular circumstances.

THE COMPANY

The Company, both directly and through its three active operating subsidiaries, is a leading innovative and rare disease company with a strong North American commercial platform. The Company’s experienced management team has a long and proven track record of successfully sourcing, developing and commercializing drugs in a variety of therapeutic areas at all stages of their life cycle throughout North America.

The principal, head and registered office of the Company is located at 1 Place du Commerce, Suite 225, Verdun, QC, Canada H3E 1A2.

Further information regarding the Company and its business is set out in the Annual Information Form, which is incorporated herein by reference.

RECENT DEVELOPMENTS

Exclusive License to Register and Commercialize Triamcinolone Hexacetonide in the United States

On December 18, 2020, Medexus announced that it had entered into an exclusive license agreement with Ethypharm to register and commercialize Triamcinolone Hexacetonide Injectable Suspension 20 mg/mL (“ TH ”) in the United States. TH is indicated for intra-articular, intrasynovial, or periarticular use in adults and adolescents for the symptomatic treatment of subacute and chronic inflammatory joint diseases, including: rheumatoid arthritis, juvenile idiopathic arthritis, osteoarthritis and post-traumatic arthritis, synovitis, tendinitis, bursitis and epicondylitis. Medexus and Ethypharm have agreed to a small upfront fee, which will be funded by Medexus with available liquidity, along with milestone payments at the time of United States Food and Drug Administration (“ FDA ”) approval, at commercial product launch, and upon certain sales milestones. Medexus will also pay a royalty fee to Ethypharm on net sales of TH in the United States.

Application to List on the Nasdaq

On January 21, 2021, the Company announced that it had submitted its application to list its Common Shares on The Nasdaq Capital Market® (the “ Nasdaq ”). The listing of its Common Shares on the Nasdaq, as of the date hereof, remains subject to the approval of the Nasdaq and the satisfaction of all applicable listing and regulatory requirements. While the Company intends to satisfy all of the applicable Nasdaq listing criteria, no assurance can be given as to when the Company’s application will be approved, if at all. For greater certainty, the closing of the Offering is not conditional upon the approval of the Company’s Nasdaq listing application.

Renewal and Expansion of Canadian Distribution Agreement for NYDA®

On January 25, 2021, Medexus announced that it renewed and expanded its distribution agreement for NYDA®, a market leading treatment for head lice, through September 26, 2026. The agreement with G. PohlBoskamp GmbH & Co KG (“ Pohl-Boskamp ”) provides the Company with exclusive Canadian distribution rights for NYDA® and includes a commitment related to bringing new and innovative solutions to the Canadian market.

Treosulfan License

On February 2, 2021, Medexus announced that Medexus Pharma, Inc., (“ Medexus Pharma ”) a whollyowned subsidiary of Medexus, entered into an exclusive license to commercialize treosulfan (“ Treosulfan ”), a bifunctional alkylating agent, in the United States pursuant to the terms of the commercialization and supply agreement (the “ License Agreement ”) entered into between Medexus, Medexus Pharma and medac Gesellschaft für klinische Spezialpräparate m.b.H. (“ medac ”) on February 2, 2021 (the “ Treosulfan License ”).

Treosulfan is an innovative, orphan-designated agent developed for use as part of a conditioning treatment for patients undergoing allogeneic hematopoietic stem cell transplantation. If approved by the FDA, the Company expects that a Treosulfan-based regimen will be the first in a new conditioning treatment class, Reduced Toxicity Conditioning, resulting in a unique combination of improved survival outcomes compared to reduced-intensity regimens and decreased toxicity compared to standard myeloablative regimens. A Prescription Drug User Free Act date to review the Treosulfan new drug application (the “ Initial NDA ”) in respect of Treosulfan by the FDA has been scheduled for August 2021.

The Treosulfan License was structured as a sign-and-close transaction for up-front cash consideration of approximately US$5 million, plus additional payments payable to medac, as follows:

(a) an aggregate of US$25 million to US$55 million in regulatory milestone payments, contingent upon the achievement of certain regulatory events in connection with the FDA’s review process;
(b) up to an aggregate of US$40 million in sales milestone payments, contingent upon Medexus Pharma’s achievement of certain net sales goals in the United States; and
(c) a low single-digit ongoing royalty fee payment, as a percentage of aggregate net sales of Treosulfan in the United States.

The License Agreement is effective as of February 2, 2021 and continues until the 10[th] anniversary of FDA approval of the Initial NDA, unless earlier terminated by either the Company or medac in accordance with their respective rights under the License Agreement. The consideration paid and payable by Medexus pursuant to the License Agreement, including the milestone payments, is non-refundable except in the case of termination in certain limited circumstances, in which case a portion of the regulatory milestone payments may be refunded.

medac will continue to have primary responsibility for development and regulatory matters in respect of Treosulfan, including preparing and obtaining FDA approval of the Initial NDA. After such FDA approval, Medexus Pharma will maintain regulatory approval of Treosulfan in the United States and leverage its significant commercial experience in leading the commercialization effort for Treosulfan. medac will also be responsible for the manufacturing and supply of Treosulfan to Medexus Pharma in accordance with the terms of the License Agreement. The Company and medac will work together to finalize the preparations for commercialization of Treosulfan and expect to launch shortly after FDA approval.

For further details regarding the Treosulfan License and the terms and provisions of the License Agreement, please refer to the License Agreement, a copy of which will be filed on the Company’s SEDAR profile at www.sedar.com.

Change to the Company’s Registered Office

On February 8, 2020, the Company filed the Special Meeting Circular in connection with a special meeting of shareholders called by the Company to approve an amendment to the Company’s articles in order to facilitate moving the Company’s registered office from its current location in Québec to Bolton, Ontario.

CONSOLIDATED CAPITALIZATION

As of September 30, 2020, the date of the Company’s most recently-filed financial statements, there were 14,453,973 Common Shares and 2,523,323 common share purchase warrants issued and outstanding. Upon completion of the Offering (without giving effect to the issuance of Common Shares issuable pursuant to outstanding options, or other convertible securities, including the Warrants and Broker Warrants), there will be an aggregate of (i) 18,547,014 Common Shares issued and outstanding (19,144,625 Common Shares if the Over-Allotment Option is exercised in full (for Units)) and (ii) (A) assuming no Units are sold to purchasers on the President’s List, an aggregate of 4,783,929 common share purchase warrants issued and outstanding (5,118,591 common share purchase warrants if the Over-Allotment Option is exercised in full (for Units)) or (B) assuming 704,225 Units are sold to purchasers on the President’s List, an aggregate of 4,741,676 common share purchase warrants issued and outstanding (5,076,337 common share purchase warrants if the Over-Allotment is exercised in full (for Units)). A summary of the terms of the Common Shares can be found under the heading “ Description of Share Capital ” in the Annual Information Form, which is incorporated by reference in this Prospectus.

There have been no material changes to the Company’s share and loan capitalization on a consolidated basis since September 30, 2020 except (i) the grant of an aggregate of 96,000 stock options (“ Options ”) on October 1, 2020, with an exercise price of $3.83, (ii) the grant of an aggregate of 50,001 Options on December 1, 2020, with an exercise price of $5.43, (iii) the grant of an aggregate of 50,400 Options on December 19, 2020, with an exercise price of $6.60,

(iv) the grant of 48,000 performance share units (“ PSUs ”) on October 1, 2020, (v) the grant of 24,999 PSUs on December 1, 2020, (vi) the grant of 25,200 restricted stock units (“ RSUs ”) on December 19, 2020, (vii) the issuance of 55,789 Common Shares on December 19, 2020; (viii) the issuance of 13,492 Common Shares on January 26, 2021; (ix) the issuance of 6,746 common share purchase warrants on January 26, 2021; (x) the issuance of 39,682 Common Shares on February 4, 2021; (xi) the issuance of 19,841 common share purchase warrants on February 4, 2021; (xii) the issuance of 5,873 Common Shares on February 5, 2021; and (xiii) the issuance of 2,936 common share purchase warrants on February 5, 2021. See “Prior Sales” .

The following table sets forth the consolidated capitalization of Medexus as at September 30, 2020 (i) on an actual basis before giving effect to the Offering, (ii) on a pro forma basis as adjusted to give effect to the Offering (assuming no exercise of the Over-Allotment Option), and (iii) on a pro forma basis as adjusted to give effect to the Offering (assuming exercise in full of the Over-Allotment Option (for Units)). This table is presented and should be read in conjunction with the Interim Financial Statements and the Interim MD&A.

Consolidated Capitalization	As at September 30, 2020 before giving effect to the Offering(1) $8,571,000	As at September 30, 2020 after giving effect to the Offering(2)(3) $35,070,000	As at September 30, 2020 after giving effect to the Offering (assuming exercise of the Over-Allotment Option in Full (for Units))(3)(4) $39,058,000
Cash and Cash Equivalents Indebtedness(5) Shareholders’ Equity Total capitalization
	$63,170,000	$62,798,000	$62,798,000
	$24,887,000	$51,758,000	$55,746,000

	$88,057,000	$114,556,000	$118,544,000

Notes :

(1) Before giving effect to sales or issuances by the Company of Common Shares, or securities convertible, exercisable or exchangeable into Common Shares since September 30, 2020. See “Prior Sales” for more information.
(2) Gives effect to the issuance of 3,984,078 Units at $7.10 per Unit after deducting the Underwriters’ Fee of approximately $1,547,000 and before deducting expenses of the Offering, assuming 704,225 Units are sold to purchasers on the President’s List. Assuming no Units are sold to purchasers on the President’s List, the Underwriters’ Fee will be equal to approximately $1,697,000, resulting in a total capitalization of $114,406,000.
(3) After giving effect to sales or issuances by the Company of Common Shares, or securities convertible, exercisable or exchangeable into Common Shares since September 30, 2020. See “Prior Sales” for more information.
(4) Gives effect to the issuance of 4,581,689 Units at $7.10 per Unit after deducting the Underwriters’ Fee of approximately $1,802,000 and before deducting expenses of the Offering, assuming 704,225 Units are sold to purchasers on the President’s List. Assuming no Units are sold to purchasers on the President’s List, the Underwriters’ Fee will be equal to approximately $1,952,000, resulting in a total capitalization of $118,394,000.
(5) Indebtedness is comprised of (i) long-term debt, including the current portion, and (ii) the convertible debentures of the Company maturing on October 16, 2023 (the “ Convertible Debentures ”).

PLAN OF DISTRIBUTION

Pursuant to the terms and conditions of the Underwriting Agreement, the Company has agreed to issue and sell and the Underwriters have severally (and not jointly nor jointly and severally) agreed to purchase on the Closing Date, subject to the approval of certain legal matters on the Company’s behalf by its counsel Blake, Cassels & Graydon LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP, an aggregate of 3,984,078 Units at a purchase price of $7.10 per Unit, payable in cash to the Company by the Underwriters against delivery of the Units for aggregate gross proceeds of approximately $28,286,954. The Offering Price was determined by arm’s length negotiation between the Company and the Co-Lead Underwriters, on behalf of themselves and the other Underwriters, with reference to the prevailing market price of the Common Shares on the TSXV.

Assuming 704,225 Units are sold to purchasers on the President’s List and no exercise of the Over-Allotment Option, the total price to the public, Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately $28,286,954, $1,547,217 and $26,739,737, respectively. Assuming no Units are sold to purchasers on the President’s List and no exercise of the Over-Allotment Option, the total price to the public, Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately $28,286,954, $1,697,217 and $26,589,737, respectively.

The Company has agreed to pay the Underwriters the Underwriters’ Fee equal to 6.0% of the gross proceeds of the Offering (subject to a reduced 3.0% cash commission for up to 704,225 Units sold to purchasers on the President’s List), including pursuant to any exercise of the Over-Allotment Option. In addition, the Company has agreed to issue to the Underwriters, or as they may direct, that number of Broker Warrants as is equal to 6.0% of the aggregate number of Units sold pursuant to the Offering (with no Broker Warrants issuable to purchasers on the President’s List), including any Over-Allotment Units issued pursuant to the exercise of the Over-Allotment Option. Each Broker Warrant will be exercisable for a period of 24 months following the Closing Date for one Common Share at an exercise price equal to the Offering Price. This Prospectus also qualifies the distribution of the Broker Warrants.

Assuming the Over-Allotment Option is not exercised, (i) a total of 239,044 Broker Warrants will be issued to the Underwriters, assuming no Units are sold to purchasers on the President’s List and (ii) a total of 196,791 will be issued to the Underwriters, assuming 704,225 Units are sold purchasers on the President’s List. In the event that the Over-Allotment Option is exercised in full (for Units), (i) a total of 274,901 Broker Warrants will be issued to the Underwriters, assuming no Units are sold to purchasers on the President’s List and (ii) a total of 232,647 Broker Warrants will be issued to the Underwriters in connection with the Offering, assuming 704,225 Units are sold purchasers on the President’s List.

The Company has granted to the Underwriters an Over-Allotment Option, exercisable in whole or in part in the discretion of the Co-Lead Underwriters, at any time and from time to time, prior to the date that is 30 days following the Closing Date, to purchase up to an additional 597,611 Over-Allotment Units and/or up to 597,611 Over-Allotment Unit Shares and/or up to 298,805 Over-Allotment Warrants, to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters to acquire: (a) Over-Allotment Units at the Offering Price; (b) Over-Allotment Unit Shares at a price of $6.73 per OverAllotment Unit Share; (c) Over-Allotment Warrants at a price of $0.74 per Over-Allotment Warrant; or (d) any combination of Over-Allotment Units, Over-Allotment Unit Shares and Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Unit Shares and Over-Allotment Warrants which may be issued under the OverAllotment Option does not exceed 597,611 Over-Allotment Unit Shares and 298,805 Over-Allotment Warrants.

If the Over-Allotment Option is exercised in full (for Units) and assuming 704,225 Units are sold to purchasers on the President’s List, the total price to the public, Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately $32,529,992, $1,801,800 and $30,728,192, respectively. If the Over-Allotment Option is exercised in full (for Units) and assuming no Units are sold to purchasers on the President’s List, the total price to the public, Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be approximately $32,529,992, $1,951,800 and $30,578,192, respectively.

This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Units and/or Over-Allotment Warrants and/or Over-Allotment Unit Shares issuable upon exercise of the OverAllotment Option. A purchaser who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. All President’s List purchasers will purchase the Units from the Underwriters through a client account with registered dealers who are obligated to conduct know-your-client and suitability analyses for purchasers with respect to such purchases.

The Underwriters propose to offer the Units initially at the Offering Price. After a reasonable effort has been made to sell all of the Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds received by the Company. The Underwriters will inform the Company if the Offering Price is reduced.

The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), are subject to certain closing conditions and may be terminated at their discretion on the basis of “disaster out” (including in relation to COVID-19), “material adverse change out”, “regulatory proceedings out” (including, for greater certainty, the cease trading or suspension of trading of the Common Shares) and “breach out” provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Units if any Units are purchased under the Underwriting Agreement. The Company has agreed, pursuant to the Underwriting Agreement, to indemnify the Underwriters and their respective subsidiaries and affiliates and their respective directors, officers, employees, shareholders/unitholders and agents against certain liabilities, including liabilities under Canadian securities legislation in certain circumstances or to contribute to payments the Underwriters may have to make because of such liabilities.

The Company has applied to list the Unit Shares, the Warrant Shares, the Broker Warrant Shares and the Warrants on the TSXV. Listing will be subject to the Company fulfilling all of the requirements of the TSXV. Furthermore, while the Company has agreed to use its commercially reasonable best efforts to obtain the listing of the Warrants, there can be no assurance that such listing application will be accepted by the TSXV and, for greater certainty, the listing of the Warrants on the TSXV is not a condition to closing the Offering. There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See “Risk Factors”.

The Units will be offered in each of the provinces of Canada through the Underwriters or their affiliates who are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable laws, the Underwriters may offer, through one or more of their duly registered broker-dealers in each applicable jurisdiction, the Units to, or for the account or benefit of, persons in the United States or U.S. Persons, and such other jurisdictions outside of Canada and the United States as may be agreed to between the Company and the Underwriters, in each case in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

Under the Underwriting Agreement, the Company has agreed that it will not, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, issue, pledge, sell, or contract to sell (or agree or announce any such agreement to issue or sell), directly or indirectly, any Common Shares or other securities convertible into or exchangeable for Common Shares for the period up to and including 90 days after the Closing Date (the “ Lock-Up Period ”), other than: (i) pursuant to the terms of the Underwriting Agreement; (ii) pursuant to the grant of options in the normal course pursuant to the Company’s omnibus equity incentive plan or issuance of securities in connection with the conversion, exchange, exercise or redemption of rights, as they case may be, of awards or outstanding securities of the Company outstanding on the date hereof; (iii) pursuant to obligations in respect of existing agreements; or (iv) an issuance of options or securities in connection with a bona fide acquisition by the Company (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of such provision).

In addition, each of the Company’s directors and executive officers will agree (each, a “ Locked-Up Person ”), in a lock-up agreement to be executed on or prior to the Closing Date, that during the Lock-Up Period, without the consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, that they will not, directly or indirectly, issue or sell (or agree or announce any such agreement to issue or sell), directly or indirectly (except in certain limited circumstances), any Common Shares or other securities convertible into, exchangeable for or exercisable to acquire any Common Shares during the Lock-Up Period, except that each such Locked-Up Person shall be permitted to: (i) sell securities in connection with the exercise of options or in connection with any take-over bid or similar transaction involving a change of control of the Company; and (ii) make transfers for tax or planning purposes, provided that the transferee(s) are bound by these restrictions. The Company shall also use its commercially reasonable best efforts to obtain a substantially similar undertaking from medac.

Each Unit will consist of one Unit Share and one-half of one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment and acceleration in certain circumstances, one Warrant Share at an exercise price equal to $10.00 until 5:00 p.m. (Eastern time) on the date that is 24 months from the Closing Date, after which time the Warrants will be void and of no value, subject to the Accelerated Exercise Period. This Prospectus qualifies the distribution of the Units.

The Warrants will be created and issued pursuant to the terms of the Warrant Indenture. The Warrant Indenture will contain provisions designed to protect holders of the Warrants against dilution upon the happening of certain events. In addition, in the event that the volume weighted average trading price of the common shares for any ten (10) consecutive trading days on the TSXV exceeds $14.00, the Company shall have the right to accelerate the expiry date of the Warrants by delivering written notice to the holders of Warrants within ten (10) business days of the occurrence of such event. If such written notice is delivered by the Company, the expiry date of the Warrants will be accelerated to the date that is thirty (30) days following the date of such written notice. See “ Description of Securities Being Distributed ”.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Unless otherwise agreed between the Company and a purchaser of Units, the Units will be issued as non-certificated book-entry securities through CDS or its nominee. Consequently, purchasers of the Units will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS Participant from or through which the Units are purchased and no certificate evidencing the Unit Shares or the Warrants will be issued. Registration will be made through the depository services of CDS.

Subscriptions will be received subject to rejection or allocation in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to occur on or about February 23, 2021 or such other date as may be agreed to by the Company and the Co-Lead Underwriters, on behalf of the Underwriters; provided that the Units are to be taken up by the Underwriters on or before the date that is not later than 42 days after the receipt for the final short form prospectus relating to the Offering.

In accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSXV, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. The Underwriters may, in connection with the Offering, over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail in the open market. As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSXV, in the over-the-counter market or otherwise.

The Units, the Unit Shares and the Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Units, the Unit Shares and the Warrants may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the United States or U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Underwriters have agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable United States federal and U.S. state securities laws, they will not offer or sell any of the Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. The Underwriting Agreement permits the Underwriters to offer the Units, the Unit Shares and the Warrants outside the United States to non-U.S. Persons in compliance with Regulation S under the U.S. Securities Act. The Underwriting Agreement also permits the Underwriters, through U.S. registered broker-dealers, to offer and resell the Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons where such persons are “qualified institutional buyers”, as such term is defined in Rule 144A under the U.S. Securities Act (“ Rule 144A ”), in compliance with Rule 144A and applicable U.S. state securities laws. The Underwriting Agreement

also permits the Underwriters, through U.S. registered broker-dealers, to offer the Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons to whom the Company will sell such securities directly where such persons are “accredited investors”, as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act, in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act and applicable U.S. state securities laws. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. In addition, until 40 days after the commencement of the Offering, an offer or sale of such securities within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act, unless such offer or sale is made pursuant to an exemption from registration under the U.S. Securities Act.

The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws is available and the Company has received an opinion of counsel of recognized standing to such effect in form and substance satisfactory to the Company; provided, however, that a holder who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Units.

The Unit Shares, the Warrants and the Warrant Shares issuable upon exercise of the Warrants issued to, or for the account or benefit of, persons in the United States or U.S. Persons will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Any certificates representing such securities that are offered, sold or issued to, or for the account or benefit of, persons in the United States or U.S. Persons will bear a legend to the effect that the securities represented thereby are not registered under the U.S. Securities Act or any applicable U.S. state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws.

Terms used and not otherwise defined in the three preceding paragraphs shall have the meanings ascribed to them by Regulation S under the U.S. Securities Act.

USE OF PROCEEDS

Assuming no Units are sold to purchasers on the President’s List and no exercise of the Over-Allotment Option, the net proceeds to the Company from the Offering, after deducting the Underwriters’ Fee and before deducting the expenses of the Offering (estimated to be approximately $600,000), will be approximately $26,589,737. Assuming 704,225 Units are sold to purchasers on the President’s List and no exercise of the Over-Allotment Option, the net proceeds to the Company from the Offering, after deducting the Underwriters’ Fee and before deducting the expenses of the Offering (estimated to be approximately $600,000), will be approximately $26,739,737.

Assuming no Units are sold to purchasers on the President’s List and exercise in full of the Over-Allotment Option (for Units), the net proceeds to the Company from the Offering, after deducting the Underwriters’ Fee and before deducting the expenses of the Offering (estimated to be approximately $600,000), will be approximately $30,578,192. Assuming 704,225 Units are sold to purchasers on the President’s List and exercise in full of the OverAllotment Option (for Units), the net proceeds to the Company from the Offering, after deducting the Underwriters’ Fee and before deducting the expenses of the Offering (estimated to be approximately $600,000), will be approximately $30,728,192.

The Company expects that the net proceeds of the Offering will be used to fund certain payments owed to medac under the License Agreement as such payments become due pursuant to the terms of the License Agreement and for working capital and general corporate purposes. For a description of the License Agreement, see “Recent Developments”.

The Company intends to spend the funds available as stated in this Prospectus. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. See “ Risk Factors ”. The Company regularly evaluates potential acquisition opportunities and does not currently have any

arrangements or commitments with respect to any particular transaction. The Company generated negative cash flow in its most recently completed financial year and its most recently completed fiscal quarter. The Company cannot guarantee that it will attain or maintain positive cash flow status in the future. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities in these periods. See “Risk Factors”.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The Offering

The Offering consists of Units, each of which is comprised of one Unit Share and one-half of one Warrant. The Units will separate into Unit Shares and Warrants after issuance. This Prospectus qualifies the distribution of the Units, including the Over-Allotment Units, the Over-Allotment Unit Shares and the Over-Allotment Warrants, the distribution of the Broker Warrants and the grant of the Over-Allotment Option.

Description of Common Shares

Each Common Share entitles the holder to one vote per share. The holders of Common Shares are entitled to receive notice of meetings of shareholders of Medexus and to vote at such meeting. The holders of the Common Shares are entitled to receive, as and when declared by the board of directors of the Company (the “ Board ”), dividends in such amounts as shall be determined by the Board. The holders of Common Shares have the right to receive the remaining property of Medexus in the event of liquidation, dissolution or winding-up of Medexus, whether voluntary or involuntary.

Description of Warrants

The Warrants will be governed by the terms of the Warrant Indenture. The following summary of certain anticipated provisions of the Warrant Indenture does not purport to be complete and is subject in its entirety to the detailed provisions of the Warrant Indenture. Reference is made to the Warrant Indenture for the full text of the attributes of the Warrants which will be filed by the Company under its corporate profile on SEDAR at www.sedar.com following the closing of the Offering. A register of holders will be maintained at the principal offices of the Warrant Agent in Toronto, Ontario.

The Unit Shares and the Warrants comprising the Units will immediately separate upon issuance on the closing of the Offering. Each Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price equal to $10.00 until 5:00 p.m. (Eastern time) on the date that is 24 months from the Closing Date, subject to certain exceptions and the terms of the Warrants, after which time the Warrants will be void and of no value. In the event that the volume weighted average trading price of the common shares for any ten (10) consecutive trading days on the TSXV exceeds $14.00, the Company shall have the right to accelerate the expiry date of the Warrants by delivering written notice to the holders of Warrants within ten (10) business days of the occurrence of such event. If such written notice is delivered by the Company, the expiry date of the Warrants will be accelerated to the date that is thirty (30) days following the date of such written notice. Any unexercised Warrants shall automatically expire at the end of the accelerated exercise period.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(i) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants);
(ii) the subdivision, redivision or change of the Common Shares into a greater number of shares;
(iii) the reduction, combination or consolidation of the Common Shares into a lesser number of shares;

(iv) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, for the Common Shares on such record date; and
(v) the issuance or distribution to all or substantially all of the holders of the Common Shares of shares of any class other than the Common Shares, rights, options or warrants to acquire Common Shares or securities exchangeable or convertible into Common Shares, of evidences of indebtedness, or any property or other assets.

The Warrant Indenture will also provide for adjustments in the class and/or number of securities issuable upon exercise of the Warrants and/or exercise price per security in the event of the following additional events: (a) reclassifications of the Common Shares or a capital reorganization of the Company (other than as described in clauses (i) or (ii) above), (b) consolidations, amalgamations, arrangements, mergers or other business combination of the Company with or into another entity, or (c) any sale, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another entity, in which case each holder of a Warrant which is thereafter exercised will receive, in lieu of Common Shares, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

The Company will make certain customary covenants in the Warrant Indenture, including with respect to the maintenance of their corporate existence, stock exchange listing and reporting issuer status while the Warrant Indenture is in force. The Company will also covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 10 days prior to the record date or effective date, as the case may be, of such events. No fractional Common Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding of Warrants will not make the holder thereof a shareholder of the Company or entitle such holder to any right or interest in respect of the Warrants except as expressly provided in the Warrant Indenture. Holders of Warrants will not have any voting or pre-emptive rights or any other rights of a holder of Common Shares.

The Warrant Indenture will provide that, from time to time, the Warrant Agent and the Company, without the consent of the holders of Warrants, may be able to amend or supplement the Warrant Indenture for certain purposes, including rectifying any ambiguities, defective provisions, clerical omissions or mistakes, or other errors contained in the Warrant Indenture or in any deed or indenture supplemental or ancillary to the Warrant Indenture, provided that, in the opinion of the Warrant Agent, relying on counsel, the rights of the holders of Warrants are not prejudiced, as a group. Any amendment or supplement to the Warrant Indenture that is prejudicial to the interests of the holders of Warrants, as a group, will be subject to approval by an “Extraordinary Resolution”, which will be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66 2⁄3% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66 2⁄3% of the number of all of the then outstanding Warrants. The Warrant Indenture is expected to provide that the Warrants will only be exercisable (i) by a holder that is not in the United States, is not a U.S. Person and is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, and did not execute or deliver the notice of exercise in the United States; or (ii) in compliance with an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, after providing the Company an opinion of U.S. legal counsel or other evidence, which must be reasonably satisfactory to the Company, to such effect.

The principal transfer office of the Warrant Agent in Toronto, Ontario is the location at which Warrants may be surrendered for exercise or transfer.

Broker Warrants

The Company has agreed to issue to the Underwriters, or as they may direct, that number of Broker Warrants as is equal to 6.0% of the aggregate number of Units sold pursuant to the Offering (with no Broker Warrants issuable to purchasers on the President’s List), including pursuant to any exercise of the Over-Allotment Option. Each Broker Warrant will entitle the holder thereof to purchase one Broker Warrant Share at the Offering Price for a period of 24 months following the Closing Date. This Prospectus qualifies the distribution of the Broker Warrants.

PRIOR SALES

The Company has not completed any sales of Common Shares, or securities convertible, exercisable or exchangeable into Common Shares, during the 12-month period preceding the date of this Prospectus, except as described below:

Date Issued	Type of Security Issued	Number of	Issue/Exercise Price Per
		Securities Issued	Common Share
February 28, 2020	Common Share Purchase	134,290	$4.00
	Warrants(1)
March 31, 2020	Common Shares(2)	533,137	$2.3634
June 25, 2020	Common Shares(3)	1,819	$3.90
August 24, 2020	RSUs	49,365	N/A
October 1, 2020	Options	96,000	$3.83
October 1, 2020	PSUs	48,000	N/A
December 1, 2020	Options	50,001	$5.43
December 1, 2020	PSUs	24,999	N/A
December 19, 2020	Options	50,400	$6.60
December 19, 2020	RSUs	25,200	N/A
December 19, 2020	Common Shares(4)	55,789	$6.60
January 26, 2021	Common Shares(5)	13,492	$6.30
January 26, 2021	Common Share Purchase	6,746	$9.45
	Warrants(6)
February 4, 2021	Common Shares(5)	39,682	$6.30
February 4, 2021	Common Share Purchase	19,841	$9.45
	Warrants(6)
February 5, 2021	Common Shares(5)	5,873	$6.30
February 5, 2021	Common Share Purchase	2,936	$9.45
	Warrants(6)

Notes:

(1) On February 28, 2020, 134,290 common share purchase warrants were issued to an affiliate of MidCap Financial Trust in connection with the definitive term loan credit agreement entered into with a syndicate of lenders agented by MidCap Financial Trust.
(2) In lieu of a cash interest payment to holders of Convertible Debentures, the Company elected to issue Common Shares to satisfy its interest payment obligation due on March 31, 2020.
(3) Issued to a non-executive director of the Company resident in the United States on June 25, 2020 in exchange for automatically-vested RSUs.
(4) Issued to a non-executive director and certain employees of the Company resident in the United States on December 19, 2020 in exchange for automatically-vested RSUs.
(5) A holder of Convertible Debentures elected to convert Convertible Debentures into Common Shares; such Common Shares were issued on the applicable date marked in the table above.
(6) Common share purchase warrants were issued to a holder of Convertible Debentures on conversion of the Convertible Debentures into common shares; such warrants were issued on the applicable date marked in the table above.

TRADING PRICE AND VOLUME

The following table sets forth, for the periods indicated, price ranges and volume of trading of the Common Shares on the TSXV under ticker symbol “TSXV: MDP”.

2020 February March April May June July August September October November December 2021 January February 1-5	High ($) 4.05 4.00 3.24 3.25 4.10 4.25 4.45 4.40 4.55 5.78 7.00 8.00 9.24	Low ($) 3.25 1.42 2.00 2.39 2.50 3.27 3.61 3.65 3.93 4.14 5.12 6.40 7.62	Volume
			166,712 106,712 78,481 216,059 109,730 59,789 138,405 305,532 143,425 378,103 539,502 1,311,530 601,891

(Source: Bloomberg via TSXV)_

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as at the date of this Prospectus, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to an investor who acquires Units pursuant to the Offering and who, for the purposes of the Tax Act and at all relevant times, (i) deals at arm’s length with the Company and the Underwriters, (ii) is not affiliated with the Company or the Underwriters, and (iii) acquires and holds the Unit Shares and Warrants, and will hold the Warrant Shares issuable on the exercise of the Warrants, (the Unit Shares and Warrant Shares hereinafter sometimes collectively referred to as “ Shares ”) as capital property (a “ Holder ”). Generally, the Shares and Warrants will be considered as capital property of a Holder thereof provided that the Holder does not hold the Shares or Warrants in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (i) that is a “financial institution” for the purposes of the mark-tomarket rules contained in the Tax Act, (ii) that is a “specified financial institution” as defined in the Tax Act, (iii) an interest in which would be a “tax shelter investment” as defined in the Tax Act, (iv) that has made a functional currency reporting election under the Tax Act, (v) that is exempt from tax under Part I of the Tax Act, (vi) that has entered into or will enter into a “derivative forward agreement”, as defined in the Tax Act, with respect to the Shares or Warrants. or (vii) that is a corporation resident in Canada that is, or does not deal at arm’s length with a corporation that is, at

any time controlled by a non-resident person, or a group of non-resident persons not dealing with each other at arm’s length, in each case for purposes of the “foreign affiliate dumping” rules in the Tax Act. All such Holders should consult their own tax advisors with respect to an investment in Units. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Units.

This summary is based on the current provisions of the Tax Act in force on the date hereof and our understanding of the current administrative policies and assessing practice of the Canada Revenue Agency (the “ CRA ”) made publicly available in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted in the manner and form proposed. However, no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practice of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal or any provincial, territorial or foreign tax considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Prospective investors should consult their own tax advisors with respect to their particular circumstances.

Allocation of Cost

The total purchase price of a Unit to a Holder must be allocated on a reasonable basis between the Unit Share and the Warrant comprising a Unit to determine the cost of each to the Holder for purposes of the Tax Act.

For its purposes, the Company intends to allocate $6.73 of the Offering Price of each Unit as consideration for the issue of each Unit Share and $0.37 of the Offering Price of each Unit for the one-half Warrant comprising part of the Unit. Although the Company believes its allocation is reasonable, it is not binding on the CRA or the Holder. The Holder’s adjusted cost base of the Unit Share comprising a part of each Unit will be determined by averaging the cost allocated to the Unit Share with the adjusted cost base to the Holder of all Common Shares (if any) owned by the Holder as capital property immediately prior to such acquisition.

Exercise of Warrants

The exercise of a Warrant to acquire a Warrant Share will be deemed not to constitute a disposition of property for purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be equal to the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging the cost of the Warrant Share with the adjusted cost base to the Holder of all Common Shares (if any) owned by the Holder as capital property immediately prior to such acquisition.

Holders Resident in Canada

The following section of this summary applies to Holders who, for the purposes of the Tax Act, are or are deemed to be resident in Canada at all relevant times (“ Resident Holders ”). Certain holders who are resident in Canada for the purposes of the Tax Act and whose Shares might not otherwise constitute capital property may be eligible to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Shares, and every other “Canadian security” as defined in the Tax Act, held by such holder, in the taxation year of the election and each subsequent taxation year, to be capital property. This election does not apply to Warrants. Resident Holders should consult their own tax advisors regarding this election.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder generally will realize a capital loss equal to the adjusted cost base of such Warrant to the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses ”.

Dividends

Dividends received or deemed to be received on Shares held by a Resident Holder will be included in computing the Resident Holder’s income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit in respect of dividends designated by the Company as “eligible dividends”. There may be restrictions on the Company’s ability to so designate any dividends as “eligible dividends”, and the Company has made no commitments in this regard. Dividends received or deemed to be received by a Resident Holder that is a corporation must be included in computing its income but may be deductible in computing its taxable income, subject to certain restrictions and special rules under the Tax Act. A Resident Holder that is a “private corporation” (as defined in the Tax Act) and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Shares to the extent such dividends are deductible in computing taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain, and Resident Holders that are corporations should consult their own tax advisors in this regard.

Dispositions of Shares and Warrants

Upon a disposition or deemed disposition of a Share (except to the Company unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) or a Warrant (other than a disposition arising on the exercise or expiry of a Warrant), a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of such security, as applicable, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base of such security to the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses” .

Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in such Resident Holder’s income for the year. One-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by such Resident Holder in such year. Allowable capital losses in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Share may be reduced by the amount of dividends received or deemed to be received by it on such share (or on a share for which the Share has been substituted) to the extent and under the circumstances described by the Tax Act. Similar rules may apply where a Share is owned by a partnership or a trust of which a corporation, partnership or trust is a member or beneficiary, as applicable.

Additional Refundable Tax

A Canadian Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation”, as defined in the Tax Act, may be liable to pay an additional refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include amounts in respect of taxable capital gains and certain dividends.

Minimum Tax

Capital gains realized (or deemed to be realized) and dividends received (or deemed to be received) by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Such Resident Holders should consult their own advisors with respect to the application of the minimum tax.

Holders Not Resident in Canada

The following section of this summary is generally applicable to a Holder who, for the purposes of the Tax Act and at all relevant times, (i) is not, and is not be deemed to be, resident in Canada, and (ii) does not use or hold the Shares or Warrants in carrying on a business in Canada (a “ Non-Resident Holder ”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that carries on or is deemed to carry on an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Holders should consult their own tax advisors.

Dividends

Dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder by the Company are subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend unless such rate is reduced by the terms of an applicable income tax treaty or convention. For example, under the Canada-United States Tax Convention (1980), as amended (the “ Treaty ”), the rate of withholding tax on dividends paid or credited to a NonResident Holder that is the beneficial owner of the dividend and who is resident in the U.S. for purposes of the Treaty and entitled to full benefits thereunder, is generally limited to 15% of the gross amount of the dividend. Affected NonResident Holders should consult their own tax advisors in this regard.

Dispositions of Shares and Warrants

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Share or a Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Share or Warrant, as applicable, constitutes “taxable Canadian property” to the Non-Resident Holder thereof for purposes of the Tax Act at the time of disposition, and the gain is not exempt from tax pursuant to the terms of an applicable tax treaty.

Provided the Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes Tier 2 of the TSXV) at the time of disposition, the Shares and Warrants generally will not constitute taxable Canadian property of a Non-Resident Holder at that time unless, at any time during the 60 month period immediately preceding the disposition, the following two conditions are simultaneously met: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, partnerships in which the Non-Resident Holder or such non-arm’s length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the Company; and (ii) more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act) or an option, an interest or right in such property, whether or not such property exists.

Notwithstanding the foregoing, a Share or Warrant may also be deemed to be taxable Canadian property to a Non-Resident Holder in certain cases under other provisions of the Tax Act. In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a Share or Warrant that is taxable Canadian property to that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable tax treaty, the consequences described above under the headings “ Holders Resident in Canada – Dispositions of Shares and Warrants ” and “ Holders Resident in Canada – Capital Gains and Capital Losses ” will generally be applicable to such disposition.

Non-Resident Holders who may hold Shares or Warrants as taxable Canadian property should consult their own tax advisors with respect to the tax consequences applicable in their particular circumstances.

RISK FACTORS

An investment in the securities of the Company is speculative and subject to risks and uncertainties. The occurrence of any one or more of these risks or uncertainties could have a material adverse effect on the value of any investment in the Company and the business, prospects, financial position, financial condition or operating results of the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations. Prospective investors should carefully consider all information contained in this Prospectus, including all documents incorporated by reference, each of which may be accessed on the Company’s SEDAR profile at www.sedar.com, and the information contained in the section entitled “ Forward-Looking Statements ”, before deciding to purchase the Units and prospective purchasers should consider the risk factors set forth below. In particular, prospective investors should carefully consider the risk factors contained in the Annual Information Form under the heading “Risk Factors” and in the Company’s most recent management’s discussion and analysis under the heading “Risk Factors and Risk Management”.

The risks and uncertainties described or incorporated by reference in this Prospectus are not the only ones the Company may face. Additional risks and uncertainties that the Company is unaware of, or that the Company currently deems not to be material, may also become important factors that affect the Company. If any such risks actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected, with the result that the trading price of the Common Shares could decline and investors could lose all or part of their investment .

Risks Relating to the Offering

Return on Investment is Not Guaranteed

There can be no assurance regarding the amount of income to be generated by the Company and there can be no guarantee that an investment in the Units will earn any positive return in the short term or long term. The Units consist of 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 a fixed amount or any amount at all, or to return the initial purchase price of the Units on any date in the future. The market value of the Common Shares may deteriorate if the Company is unable to generate sufficient positive returns, and that deterioration may be significant. An investment in the Units is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Completion of the Offering is Subject to Conditions

The completion of the Offering remains subject to satisfaction of a number of conditions, including approval of the Offering by the TSXV. There can be no certainty that the Offering will be completed. If the Offering is not completed, the Company may not be able to raise the funds required for the purposes contemplated under “Use of Proceeds” from other sources on commercially reasonable terms or at all.

Use of Proceeds

The Company intends to use the net proceeds from the Offering as described under “Use of Proceeds”. However, management will have discretion in the actual application of the proceeds and may elect to allocate proceeds differently from that described under “Use of Proceeds” if it believes that it would be in the best interests of the Company to do so or if circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company.

Holders of Warrants have no rights with respect to the Warrant Shares underlying such Warrants

Until a holder of Warrants acquires Warrant Shares upon the exercise of Warrants, such holder will have no rights with respect to the Warrant Shares underlying such Warrants. Rights with respect to the Warrant Shares will arise only if and when the Company delivers Warrant Shares upon the exercise of a Warrant.

No market for Warrants

The Warrants constitute a new issue of securities of the Company. There is currently no market through which the Warrants may be sold and purchasers of Units may not be able to resell the Warrants purchased under this Prospectus. While the Company has applied to list the Warrants on the TSXV, such listing will be subject to TSXV approval which is not guaranteed. If listed, the Warrants may trade at a discount depending on the market for similar securities, the Company’s performance, the performance of the Common Shares and other factors. No assurance can be given that a liquid market for the Warrants will develop for the Warrants after the Offering, or if developed, that such a market will be sustained at the price level of the Offering. To the extent that an active trading market for the Warrants does not develop, the liquidity and trading prices of the Warrants may be adversely affected.

Enforcement of Judgments Against Foreign Persons may not be Possible

Canadian investors should be aware that Ms. Gulfo, a director of the Company, resides outside of Canada; as a result, it may not be possible for purchasers of the Units to effect service of process within Canada upon Ms. Gulfo. All or a substantial portion of the assets of Ms. Gulfo are likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against her in Canada or to enforce a judgment obtained in Canadian courts against her outside of Canada.

History of Negative Cash Flow

The Company had negative operating cash flow for the financial year ended March 31, 2020 and for the financial period ended September 30, 2020. The Company cannot guarantee that it will attain or maintain positive cash flow status into the future. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities in these periods. See “Use of Proceeds”.

Unpredictability and Volatility of Market Prices

The Common Shares and Warrants, if listed, may not necessarily trade at values determined by reference to the underlying value of the Company’s business. The prices at which the Common Shares and Warrants trade cannot be predicted. The market price of the Common Shares and Warrants could be subject to significant fluctuations in response to a variety of factors, including the factors described in this “Risk Factors” section, in the documents incorporated by reference herein, and other factors beyond the Company’s control, such as fluctuations in the valuations of companies perceived by investors to be comparable. In addition, the securities markets have experienced significant price and volume fluctuations from time to time in recent years that often have been unrelated or disproportionate to the operating performance of particular issuers. These broad fluctuations may adversely affect the market price of the Common Shares and/or the Warrants. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against the Company, could result in substantial costs and diversion of management’s attention and resources.

Dilution

Issuances of additional securities will result in a dilution of the equity interests of any person who is or may become a holder of Common Shares or Warrants. The Company may require additional funding for future development programs and potential acquisitions. The Company may issue additional securities in the future if further capital is required and on the exercise of outstanding Convertible Debentures, warrants or stock options. Sales or issuances of substantial amounts of Common Shares, or the inability to find purchasers of Common Shares, could adversely affect the market prices for the Common Shares and/or the Warrants. A decline in the market prices of Common Shares and/or the Warrants could impair the Company’s ability to raise additional capital through the sale of new securities should it desire to do so. If additional Common Shares or securities convertible into Common Shares are sold or issued, such sales or issuances may substantially dilute the interests of holders of Common Shares and/or Warrants.

Global Financial Conditions

Global financial conditions have always been subject to volatility. This volatility may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. Increase levels of volatility and market turmoil can adversely affect the Company’s operations and the value and the market price of the Common Shares and/or the Warrants could be adversely affected. The Company may also be negatively impacted by volatility in the equity markets as a result of a number of catastrophic events that are beyond the Company’s control, including infectious diseases, pandemics or similar health threats, such as the COVID-19 pandemic, or fear of any of the foregoing.

Catastrophic Events, Natural Disasters, Severe Weather and Disease

The Company’s business may be negatively impacted to varying degrees by a number of events which are beyond its control, including cyber-attacks, unauthorized access, energy blackouts, pandemics, terrorist attacks, acts of war, earthquakes, hurricanes, tornados, fires, floods, ice storms or other natural or manmade catastrophes. While Medexus engages in emergency preparedness, including business continuity planning, to mitigate risks, such events can evolve very rapidly and their impacts can be difficult to predict. As such, there can be no assurance that in the event of such a catastrophe that the Company’s operations and ability to carry on business will not be disrupted. The occurrence of such events may not release the Company from performing its obligations to third parties.

A catastrophic event, including an outbreak of infectious disease, a pandemic or a similar health threat, such as the COVID-19 pandemic, or fear of any of the foregoing, could adversely impact Medexus by causing operating or supply chain delays and disruptions, such as meaningful delays for the enrollment of the pediatric trial for IXINITY® as hospitals around the world close their doors to all non-critical patients, labour shortages, expansion project delays, facility shutdowns and other business disruptions, each of which could have a negative impact on its ability to conduct its business and increase its costs. In addition, liquidity and volatility, credit availability and market and financial conditions generally could change at any time as a result. Specifically, third parties on which the Company relies, including its manufacturers, suppliers, licensors and/or distributors, have operations around the world and are exposed to a number of global and regional risks outside of the Company’s control, including but not limited to those related to COVID-19.

The Company’s business may be negatively impacted by the COVID-19 pandemic, which has created, and continues to create, significant societal and economic disruptions. The COVID-19 pandemic has had, and will continue to have, a broad impact across industries and the economy, including by affecting consumer confidence, global financial markets (with global equity markets having experienced significant volatility and weakness), regional and international travel, supply chain distribution of various products for many industries, government and private sector operations, the price of consumer goods, countrywide lockdowns in various regions of the world, and numerous other impacts on daily life and commerce. Additionally, the COVID-19 pandemic has led, and may continue to lead, governments around the world to enact measures to combat the spread of the COVID-19 virus, including, but not limited to, the implementation of travel bans, border closings, mandated closure of non-essential services, selfimposed quarantine periods and social and physical distancing policies, which have contributed to the material disruption to businesses globally.

The rapidly-evolving effects of the COVID-19 pandemic – the duration, extent and severity of which are currently unknown – on investors, businesses, the economy, society and the financial markets could, among other things, add volatility to the global stock markets and change interest rate environments. The COVID-19 pandemic and measures to prevent its spread may negatively impact the Company, its customers, counterparties, employees, thirdparty service providers and other stakeholders, as applicable, in a number of ways, including, but not limited to, by: (i) adversely affecting the business operations of the Company, including access to its products and customers and the Company’s planned sales and marketing processes for its approved products; (ii) disrupting the Company’s supply chain, including the manufacturing, supplying, licensing and/or distributing of its products by third-parties on which the Company relies; (iii) adversely affecting local, national or international economies and employment levels; (iv) causing business interruptions as a result of the strain on existing resources, including information technology systems resulting from senior management and other employees working remotely; (v) disrupting health care delivery; and (vi) negatively impacting operations at Health Canada and the FDA, which may result in delays in reviews and

approvals. Any of these events in isolation or in combination, could have a material negative impact on the Company’s financial condition, operating results and cash flows.

Risks Relating to the Treosulfan License

Possible Failure to Realize Anticipated Benefits of the Treosulfan License

The Company believes that the Treosulfan License will provide certain benefits to the Company. Achieving the benefits of the Treosulfan License will depend in part on the Company successfully being able to market, promote, import, use, offer for sale, distribute and have distributed Treosulfan in the United States in line with current expectations. A variety of factors, including the risk factors set forth in this Prospectus and the documents incorporated by reference herein, may also adversely affect the likelihood of the anticipated benefits of the Treosulfan License materializing for the Company or from occurring within the time periods anticipated by the Company, including the results of the ongoing review by the FDA of the Initial NDA.

Further, as the Company anticipates that certain milestone and royalty payments will need to be made to medac from time to time pursuant to the License Agreement, the precise amount and timing of which are difficult to estimate accurately, the Company’s financial and operation assumptions with respect to the Treosulfan License may be inaccurate. There can be no assurance that the Company will be able to effectively finance such payments when due and, if it is unable to do so, it may result in the termination of the License Agreement by medac. Pursuant to the terms of the License Agreement, medac may terminate the License Agreement if, among other things, the Company fails to pay certain milestone payments when due or cannot demonstrate its ability to pay the remaining milestone payments as and when required by the License Agreement.

The consideration paid and payable by the Company pursuant to the License Agreement, including the milestone payments, is non-refundable except in the case of termination in certain limited circumstances, in which case a portion of the regulatory milestone payments may be refunded. If the License Agreement were to be terminated by medac, the Company would no longer have exclusive rights to market, promote, import, use, offer for sale, distribute and have distributed Treosulfan in the United States, which may have a material adverse effect on our business, financial condition, and results of operations.

The FDA approval process in the United States is expensive, time-consuming and uncertain and may prevent the Company from obtaining approvals for the commercialization of Treosulfan

The FDA has substantial discretion in the drug approval process, including with respect to the approval of the Initial NDA for Treosulfan. Despite the ongoing time and effort exerted by medac and the Company to obtain FDA approval of the Initial NDA for Treosulfan, failure can occur at any stage. The FDA can choose to delay, limit or deny approval of the Initial NDA for many reasons, including:

Treosulfan may not be deemed safe or effective;
the FDA may not find the data from preclinical studies and clinical trials sufficient;
the FDA may change its approval policies or adopt new regulations; or
third-party products may enter the market and change approval requirements.

In addition, approvals may be withdrawn if compliance with regulatory standards is not maintained. The restriction, suspension, or revocation of regulatory approvals, the inability for the Company to obtain FDA approval for Treosulfan, and any other failure to comply with regulatory requirements could enable medac to terminate the License Agreement and the rights afforded to the Company therein, each of which may have a material adverse effect on our business, financial condition, and results of operations.

Exchange Rate Risks

The Company anticipates funding a portion of the payments that may become due to medac in connection with the Treosulfan License from sources of funds, certain of which may be denominated in Canadian dollars; however, any payments due to medac pursuant to the License Agreement are denominated in United States dollars. A significant decline in the value of the Canadian dollar relative to the United States dollar could increase the cost to the Company of funding such payments that may become due to medac, thereby adversely affecting the business and financial condition of the Company.

LEGAL MATTERS

Certain legal matters in connection with the issue and sale of the Units offered by this Prospectus will be passed upon on behalf of the Company by Blake, Cassels & Graydon LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP.

INTERESTS OF EXPERTS

As of the date hereof, the partners and associates of Blake, Cassels & Graydon LLP, as a group, own, directly or indirectly, less than 1% of each class of outstanding securities of the Company. As of the date hereof, the partners and associates of Borden Ladner Gervais LLP, as a group, own, directly or indirectly, less than 1% of each class of outstanding securities of the Company.

AUDITORS AND TRANSFER AGENT AND REGISTRAR

The independent auditors of the Company are PricewaterhouseCoopers LLP, Partnership of Chartered Professional Accountants, whose offices are located at 1250 René-Lévesque Blvd. West, Suite 2500, Montreal, Québec H3B 4Y1. PricewaterhouseCoopers LLP has confirmed that it is independent with respect to the Company within the meaning of the Code of Ethics of Chartered Professional Accountants (Québec).

The transfer agent and registrar for the Common Shares and the warrant agent for the Warrants is Computershare Trust Company of Canada, at its principal office in Toronto, Ontario.

AGENT FOR SERVICE OF PROCESS

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Adele Gulfo, a director of the Company, resides outside of Canada. Ms. Gulfo has appointed the Company as her agent for service of process. The Company’s address for service of process is located at 1 Place du Commerce, Suite 225, Verdun, QC, Canada H3E 1A2.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of Warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the Warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exercise of the Warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

For greater certainty, purchasers on the President’s List who purchase Units under the Offering have the same rights and remedies for rescission and damages, as the case may be, as other purchasers.

CERTIFICATE OF THE COMPANY

Dated: February 8, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada.

MEDEXUS PHARMACEUTICALS INC.

(signed) Ken d’Entremont

(signed) Roland Boivin

By: Ken d’Entremont Chief Executive Officer

By: Roland Boivin Chief Financial Officer

On behalf of the Board of Directors

(signed) Benoit Gravel

(signed) Michael Mueller

By: Benoit Gravel Director

By: Michael Mueller Director

C-1

CERTIFICATE OF THE UNDERWRITERS

Dated: February 8, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces of Canada.

RAYMOND JAMES LTD.

STIFEL NICOLAUS CANADA INC.

(signed) Marwan Kubursi

(signed) Brandon Roopnarinesingh

By: Marwan Kubursi Managing Director

By: Brandon Roopnarinesingh Vice President, Investment Banking

ROTH CANADA, ULC

(signed) Ted Roth

By: Ted Roth Chief Executive Officer

BLOOM BURTON SECURITIES INC.

MACKIE RESEARCH CAPITAL CORPORATION

(signed) Jolyon Burton

(signed) David Keating

By: Jolyon Burton President and Head of Investment Banking

By: David Keating Managing Director, Head of Equity Capital Markets, Co-Head Capital Markets

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AI assistant

Medexus Pharmaceuticals Inc. — Capital/Financing Update 2021

47179_rns_2021-02-08_7711d846-dabb-4f68-a0fc-d63a5397f907.pdf

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

MEDEXUS PHARMACEUTICALS INC.

Price: $7.10 per Unit

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Interpretation

EXCHANGE RATE INFORMATION

FORWARD-LOOKING STATEMENTS

THIRD PARTY DATA

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

ELIGIBILITY FOR INVESTMENT

THE COMPANY

RECENT DEVELOPMENTS

Exclusive License to Register and Commercialize Triamcinolone Hexacetonide in the United States

Application to List on the Nasdaq

Renewal and Expansion of Canadian Distribution Agreement for NYDA®

Treosulfan License

Change to the Company’s Registered Office

CONSOLIDATED CAPITALIZATION

Notes :

PLAN OF DISTRIBUTION

USE OF PROCEEDS

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The Offering

Description of Common Shares

Description of Warrants

Broker Warrants

PRIOR SALES

TRADING PRICE AND VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Allocation of Cost

Exercise of Warrants

Holders Resident in Canada

Expiry of Warrants

Dividends

Dispositions of Shares and Warrants

Capital Gains and Capital Losses

Additional Refundable Tax

Minimum Tax

Holders Not Resident in Canada

Dividends

Dispositions of Shares and Warrants

RISK FACTORS

Risks Relating to the Offering

Return on Investment is Not Guaranteed

Completion of the Offering is Subject to Conditions

Use of Proceeds

Holders of Warrants have no rights with respect to the Warrant Shares underlying such Warrants

No market for Warrants

Enforcement of Judgments Against Foreign Persons may not be Possible

History of Negative Cash Flow

Unpredictability and Volatility of Market Prices

Dilution

Global Financial Conditions

Catastrophic Events, Natural Disasters, Severe Weather and Disease

Risks Relating to the Treosulfan License

Possible Failure to Realize Anticipated Benefits of the Treosulfan License

The FDA approval process in the United States is expensive, time-consuming and uncertain and may prevent the Company from obtaining approvals for the commercialization of Treosulfan

Exchange Rate Risks

LEGAL MATTERS

INTERESTS OF EXPERTS

AUDITORS AND TRANSFER AGENT AND REGISTRAR

AGENT FOR SERVICE OF PROCESS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE COMPANY

MEDEXUS PHARMACEUTICALS INC.

CERTIFICATE OF THE UNDERWRITERS

RAYMOND JAMES LTD.

STIFEL NICOLAUS CANADA INC.

ROTH CANADA, ULC

BLOOM BURTON SECURITIES INC.

MACKIE RESEARCH CAPITAL CORPORATION

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Medexus Pharmaceuticals Inc. Capital/Financing Update 2021