Medexus Pharmaceuticals Inc. — Capital/Financing Update 2021

Feb 3, 2021

MEDEXUS PHARMACEUTICALS INC.

BOUGHT DEAL PUBLIC OFFERING OF UNITS

Not for General Distribution in the United States

February 3, 2021

All amounts in C$, unless otherwise indicated.

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold 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 United States Securities Act of 1933, as amended) absent registration or an applicable exemption from the registration requirements under United States federal and state securities laws. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Terms & Conditions (Revised)

Issuer:	Medexus Pharmaceuticals Inc. (the “Company”).
Offering:	3,984,078 units of the Company (the “Units”) on a “bought deal” basis pursuant
	to a short-form prospectus (the “Offering”).
Issue Price:	$7.10 per Unit (the “Issue Price”)
Units:	Each Unit will consist of one common share (each a “Common 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
	purchase one Common Share at a price equal to $10.00 for a period of 24 months
	following the Closing Date. In the event that the volume weighted average trading
	price of the Common Shares for ten (10) consecutive trading days exceeds
	$14.00, Company may, within 10 business days of the occurrence of such event,
	deliver a notice (including a press release) to the holders of Warrants accelerating
	the expiry date of the Warrants to the date that is 30 days following the date of
	such notice.
Offering Size:	$28,286,954 ($32,529,999 including the full exercise of the Over-Allotment
	Option as described below).
Over-Allotment	The Company has granted the Underwriters an Over-Allotment Option,
Option:	exercisable in whole or in part, at any time, and from time to time, for a period of
	30 days following the Closing Date, to purchase at the Issue Price up to such
	number of an additional Units, Common Shares and Warrants as is equal to 15%
	of the number of Units sold pursuant to the Offering. The Underwriters can elect
	to exercise the Over-Allotment Option for Units only, Common Shares only or

Warrants only, or any combination thereof, to cover over-allotments, if any, and for market stabilization purposes.

Use of The Company intends to use the net proceeds to fund certain payments owed to Proceeds: medac GmbH (“medac”) under the commercialization and supply agreement dated February 2, 2021 (the “Agreement”) as such payments become due pursuant to the terms of the Agreement and for working capital and general corporate purposes.

Underwriting “Bought deal” subject to conventional bought deal termination provisions to be Basis: included in a definitive underwriting agreement. Form of Bought deal offering by short-form prospectus in all provinces of Canada and to, Offering: or for the account or benefit of, persons in the United States and “U.S. persons” (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), by way of private placement to “qualified institutional buyers” (as such term is defined in Rule 144A under the 1933 Act) under Rule 144A and “accredited investors” (as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) under the 1933 Act) under rule 506(b) of Regulation D so as not to require registration under applicable United States federal or state securities laws, and in such other jurisdictions and in such other jurisdictions that are mutually agreed to by the Company and Raymond James Ltd., each acting reasonably.

Listing: The Company’s common shares are traded on the TSX Venture Exchange (“TSXV”) under the symbol “MDP”. The Company shall obtain the necessary approvals to list the Common Shares that comprise part of the Units and the Common Shares issuable upon exercise of the Warrants and the Broker Warrants (as defined below) for trading on the TSXV on the Closing Date, which listing shall be a condition of Closing. In addition, the Company will use its commercially reasonable best efforts to list the Warrants for trading on the TSXV.

Eligibility: Eligible under the usual statutes and for RRSPs, RRIFs, RESPs, DPSPs, RDSPs and TFSAs, subject to customary qualifications.

Underwriters: Raymond James Ltd. and Stifel GMP are acting as co-lead underwriters and joint bookrunners on behalf of a syndicate of Underwriters. Commission: Subject to the provisions below related to the “President’s List”, (i) the Company shall pay to the Underwriters a cash commission (the “Commission”) equal to 6.0% of the gross proceeds from the sale of the Units in connection with the Offering (and any additional Units purchased in connection with the exercise of the Over-Allotment Option), and (ii) as additional consideration for its services, the Underwriters shall be issued that number of broker warrants (each a “Broker Warrant”), in such manner as directed by the Underwriters, equal to 6.0% of the number of Units sold pursuant to the Offering and exercise of the Over-Allotment Option. Each Broker Warrant shall entitle the holder thereof to acquire one Common Share at the Issue Price for a period of 24 months from the Closing Date.

In respect of a maximum amount of $5 million of Units to be purchased under a “President’s List”, the Company shall pay the Underwriters a cash fee of 3.0% of

the gross proceeds of such President’s List. No Broker Warrants shall be issuable in connection with President’s list subscriptions.

Closing Date: Closing is expected to occur on or about February 23, 2021.