Medexus Pharmaceuticals Inc. — Proxy Solicitation & Information Statement 2021

Feb 8, 2021

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MEDEXUS PHARMACEUTICALS INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 10, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

Dated: January 15, 2021

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of Medexus Pharmaceuticals Inc. (the “ Corporation ”) will be held virtually via live webcast at https://web.lumiagm.com/422533787, on March 10, 2021 at 9:30 a.m. (Toronto time) for the following purposes:

1. to consider and, if deemed advisable, pass a special resolution to amend the Corporation’s Articles of Amalgamation to permit a change in the location of its registered office, currently located in the province of Quebec, to an address located in the province of Ontario; and

2. to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

Due to public health restrictions related to coronavirus disease, registered shareholders and duly appointed proxyholders are being asked to attend the Meeting by live webcast, which will enable registered shareholders and duly appointed proxyholders to submit questions and vote online. Non-registered shareholders holding common shares beneficially through an intermediary (“ Non-Registered Shareholders ”) who have not appointed themselves may attend the live webcast of the Meeting, but will not have the ability to vote virtually or ask questions.

The accompanying form(s) of proxy or voting instruction form include detailed instructions on how to attend and vote virtually at the Meeting.

INSTRUCTIONS FOR ATTENDING THE MEETING VIA LIVE WEBCAST: Shareholders and duly appointed proxyholders are invited to attend the Meeting virtually via live webcast, by going to https://web.lumiagm.com/422533787.

• Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “ I have a login ” and entering a username and password before the start of the Meeting.

• Registered shareholders: The 15-digit control number located on the form of proxy or in the e- mail notification you received is the username and the password is “medexus2021”.

• Duly appointed proxyholders: Computershare Trust Company of Canada (“ Computershare ”) will provide the proxyholder with a username after the voting deadline has passed. The password to the Meeting is “medexus2021”.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

• Only registered shareholders and duly appointed proxyholders will be able to vote and ask questions at the Meeting. Non-Registered Shareholders who have not appointed themselves may attend (but not participate in) the Meeting by clicking “ I am a guest ” and completing the online form.

Voting by Proxy, Telephone or Online

If you are unable to attend the Meeting, please date, sign and return the enclosed form of proxy. Proxies to be used at the Meeting must be deposited with Computershare (Attention: Proxy Department), 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 prior to 9:30 a.m. (Toronto time) on March 8, 2021. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject

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any particular late proxy. Shareholders may also elect to vote by use of the telephone or via the internet in accordance with the instructions on the applicable form of proxy.

Non-Registered Shareholders wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited their duly completed voting instruction form in accordance with the directions provided on their voting instruction form.

Shareholders, including Non-Registered Shareholders, who wish to appoint a third party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once the shareholder has submitted their proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username that would allow them to participate in the online Meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/medexus and provide Computershare with their proxyholder’s contact information by 9:30 a.m. (Toronto time) on March 8, 2021, so that Computershare may provide the proxyholder with a username via e-mail. In order to participate online, shareholders must have a valid 15digit control number and proxyholders must have received an e-mail from Computershare containing a username.

A Management Information Circular is attached to the present Notice of Meeting. Shareholders are reminded to review the Management Information Circular before voting.

BY ORDER OF THE BOARD OF DIRECTORS OF MEDEXUS PHARMACEUTICALS INC.

(signed) Peter van der Velden Peter van der Velden Chairman of the Board

Toronto, January 15, 2021

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MEDEXUS PHARMACEUTICALS INC.

(the “ Corporation ”)

INFORMATION CIRCULAR

(Containing information as of January 15, 2021, unless indicated otherwise)

SOLICITATION OF PROXIES

This management information circular (the “Information Circular”) is provided in connection with the solicitation of proxies by and on behalf of the management of the Corporation for use at the special meeting of shareholders (the “Meeting”) of the Corporation to be held on March 10, 2021 at the time and place and for the purposes set forth in the attached Notice of Meeting and any adjournment(s) thereof.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile, internet, email or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

If you cannot attend the Meeting, complete and return the enclosed form of proxy in accordance with the instructions contained therein. Shareholders may also elect to vote by use of the telephone or via the internet in accordance with the instructions on the applicable form of proxy.

APPOINTMENT OF PROXYHOLDER AND RIGHT OF REVOCATION OF PROXIES

Each of the persons named in the enclosed form of proxy (the “ Management Designees ”) is a director (“ Directors ”) of the Board of Directors of the Corporation (the “ Board ” or the “ Board of Directors ”) and/or officer of the Corporation. A shareholder has the right to appoint as his or her proxy a person or company, who need not be a shareholder of the Corporation, other than those whose names are printed on the accompanying form of proxy. A shareholder who wishes to appoint some other person to represent him or her at the Meeting may do so either by inserting such other person’s name in the blank space provided in the form of proxy and signing the form of proxy, or by completing and signing another proper form of proxy, and, in either case, then registering the proxyholder at http://www.computershare.com/medexus (please see “Instructions for Attending and Voting Virtually at the Meeting — Registration of Proxyholders” below for details). Securities represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for, and if the shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly.

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation's transfer agent, Computershare Trust Company of Canada (“ Computershare ”), (Attention: Proxy Department), 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 prior to 9:30 a.m. (Toronto time) on March 8, 2021, before the Meeting or any adjournment(s) thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A shareholder may revoke a proxy at any time by an instrument in writing executed by him or her or, if the shareholder is a corporation, under its corporate seal, or by an officer or attorney thereof duly authorized in writing, and by sending it to the same address where the form of proxy was sent and within the delays mentioned therein, or two business days preceding the date the Meeting resumes if it is adjourned, or by delivering it to the chairman of such Meeting on the day of the Meeting or any adjournment thereof.

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Rather than returning the form of proxy, registered shareholders may also elect to vote by telephone or via the internet. Those registered shareholders electing to vote by telephone require a touch-tone telephone to transmit their voting preferences. Registered shareholders electing to vote by telephone or via the internet must follow the instructions included in the form(s) of proxy received from the Corporation.

If a shareholder who has submitted a proxy attends the Meeting via live webcast using a 15-digit control number or username and accepts the terms and conditions when entering the Meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded (please see the information under the heading “Instructions for Attending and Voting Virtually at the Meeting” below for details).

RECORD DATE AND QUORUM

The Board has fixed January 29, 2021 as the record date (the “ Record Date ”) for the purpose of determining which shareholders are entitled to receive the Notice and vote at the Meeting or any adjournment(s) thereof, either in person or by proxy. No person acquiring Common Shares after that date shall, in respect of such Common Shares, be entitled to receive the Notice of Meeting and vote at the Meeting or any adjournment(s) thereof.

The by-laws of the Corporation provide that a quorum is reached at a shareholders’ meeting of the Corporation if two (2) or more shareholders representing not less than 5% of the votes that may be cast at the Meeting are present in person or represented by proxy.

EXERCISE OF DISCRETION BY PROXIES

The persons designated in the form of proxy or voting instruction form will vote for, against or withhold from voting the Common Shares represented by such form in accordance with the instructions of the shareholder as indicated on such form on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matter to be acted on, the Common Shares will be voted for, against, or withheld from voting, accordingly. In the absence of such instructions, Common Shares represented by a proxy will be voted for, against, or withheld from voting, in the discretion of the persons designated in the proxy, which in the case of the Management Designees will be as follows: FOR amending the Corporation’s Articles, to permit a change in the location of the Corporation’s registered office from Quebec to Ontario.

The Registered Office Resolution (as defined below) must be approved by not less than 2/3 of the votes cast at the Meeting by the shareholders in person or by proxy. Unless otherwise required by law or other provisions binding upon the Corporation, any other matter coming before the Meeting or any adjournment(s) thereof shall be decided by the majority of the votes duly cast in respect of the matter by shareholders entitled to vote thereon.

The form of proxy distributed with this Information Circular confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting and such other matters as may properly come before the Meeting or any adjournment(s) thereof. At the date of this Information Circular, the Directors and management of the Corporation are not aware that any such amendments or other matters are to be submitted to the Meeting.

NOTICE-AND-ACCESS

The Corporation is utilizing the Canadian Securities Administrators’ notice-and-access delivery model for distribution of this Information Circular to beneficial holders of Common Shares that hold their Common Shares through an intermediary (“ Non-Registered Shareholders ”). Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy circulars) on-line, via the SEDAR website at www.sedar.com and one other website, rather than mailing paper copies of such materials to shareholders. The Information Circular will be available on the Corporation’s website at www.medexus.com and will remain there for one full year thereafter. The Information Circular will also be available on SEDAR at www.sedar.com. The Corporation will not use procedures known as “stratification” in relation to the use of the notice-and-access delivery model. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the management information circular to some shareholders with the notice package. In relation to the Meeting, all of the Non-Registered Shareholders of the Corporation will receive the required documentation under notice-and-access, which will not

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include a paper copy of the Information Circular. Shareholders are reminded to review this Information Circular before voting.

Notice-and-access directly benefits the Corporation through a substantial reduction in both postage and printing costs and also promotes environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

Prior to the Meeting, Non-Registered Shareholders may obtain paper copies of this Information Circular by mail at no cost by calling toll free, within North America – 1-866-962-0498 or direct, from Outside of North America – (514) 982-8716. To ensure you receive the Information Circular in advance of the voting deadline and the Meeting, a request for a paper copy of the Information Circular must be received by Computershare no later than March 1, 2021 in order to allow sufficient time for processing and mailing prior to the date of the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital stock of the Corporation consists of an unlimited number of common shares (the “ Common Shares ”) without nominal or par value and an unlimited number of preferred shares issuable in series without nominal or par value. As of the date hereof, there are 14,509,762 Common Shares and no preferred shares of the Corporation issued and outstanding. Each Common Share confers upon its holder the right to one vote.

Holders of Common Shares of record as of the Record Date are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held.

As of the date hereof, to the knowledge of the Board or management of the Corporation, there are no persons who beneficially own, control or direct, directly or indirectly, 10% or more of the issued Common Shares of the Corporation.

INSTRUCTIONS FOR ATTENDING AND VOTING VIRTUALLY AT THE MEETING

Due to public health restrictions related to coronavirus disease, registered shareholders and duly appointed proxyholders are being asked to attend the Meeting by live webcast, which will enable registered shareholders and duly appointed proxyholders to submit questions and vote online. Non-Registered Shareholders who have not appointed themselves may attend the live webcast of the Meeting, but will not have the ability to vote virtually or ask questions. A summary of the information shareholders will need to attend and vote at the Meeting by live webcast is provided below.

Attending the Meeting via Live Webcast

S hareholders and duly appointed proxyholders are invited to attend the Meeting virtually via live webcast, by going to https://web.lumiagm.com/422533787.

• Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “ I have a login ” and entering a username and password before the start of the Meeting.

• Registered shareholders: The 15-digit control number located on the form of proxy or in the e- mail notification you received is the username and the password is“medexus2021”.

• Duly appointed proxyholders: Computershare will provide the proxyholder with a username after the voting deadline has passed. The password to the Meeting is “medexus2021”.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

• Only registered shareholders and duly appointed proxyholders will be able to vote and ask questions at the Meeting. Non-Registered Shareholders who have not appointed themselves may attend (but not participate in) the Meeting by clicking “ I am a guest ” and completing the online form.

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• United States Non-Registered Shareholders: To attend and vote at the Meeting virtually, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with the proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to Computershare at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1 or by e-mail at uslegalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 9:30 a.m. (Toronto time) on March 8, 2021. You will receive a confirmation of your registration by e-mail after we receive your registration materials. Once this process is complete, you may attend the Meeting and vote your Common Shares at https://web.lumiagm.com/422533787 during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/medexus (please see the information under the heading “— Registration of Proxyholders” below for details).

If you are using a 15-digit control number to login to the live webcast and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

Voting Virtually at the Meeting

Each registered shareholder, and each Non-Registered Shareholder who has appointed themself or a third party proxyholder to represent them at the Meeting, will appear on a list of shareholders prepared by the Corporation’s registrar and transfer agent, Computershare. To have their Common Shares voted at the Meeting, each registered shareholder or proxyholder will be required to enter their control number or username provided by Computershare at https://web.lumiagm.com/422533787 prior to the start of the Meeting if attending virtually. In order to vote, NonRegistered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/medexus after submitting their voting instruction form in order to receive a username (please see the information under the heading “— Registration of Proxyholders” below for details).

Registration of Proxyholders

Shareholders who wish to appoint a third party proxyholder to represent them at the live webcast must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username that would allow them to participate in the Meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/medexus and provide Computershare with their proxyholder’s contact information by 9:30 a.m. (Toronto time) on March 8, 2021, so that Computershare may provide the proxyholder with a username via e-mail.

Non-Registered Shareholders

A shareholder is a Non-Registered Shareholder if the shareholder’s Common Shares are registered either in the name of (in each case, an “ Intermediary ”):

• (a) an intermediary that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, a bank, trust company, securities dealer or broker, director or administrator of RRSPs, RRIFs, RESPs and similar plans; or

• (b) a clearing agency (such as CDS & Co.) of which the Intermediary is a participant.

In accordance with NI 54-101 the Corporation is distributing copies of materials related to the Meeting to Intermediaries for distribution to Non-Registered Shareholders and such Intermediaries are to forward the materials related to the Meeting to each Non-Registered Shareholder (unless the Non-Registered Shareholder has declined to receive such materials). Such Intermediaries often use a service company (such as Broadridge Investor

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Communication Solutions in Canada (“ Broadridge ”)), to permit the Non-Registered Shareholder to direct the voting of the Common Shares held by the Intermediary, on behalf of the Non-Registered Shareholder. The Corporation is paying Broadridge to deliver, on behalf of the Intermediaries, a copy of the materials related to the Meeting to each “objecting beneficial owner” and each “non-objecting beneficial owner” (as such terms are defined in NI 54-101).

If a Non-Registered Shareholder Does Not Wish to Attend the Meeting

Non-Registered Shareholders who do not wish to attend the Meeting should carefully follow the instructions on the voting instruction form that they receive from their Intermediary in order to vote the Common Shares that are held through that Intermediary. Non-Registered Shareholders of the Corporation should submit voting instructions to their Intermediaries in sufficient time to ensure that their votes are received from the Intermediaries by the Corporation.

If a Non-Registered Shareholder Wishes to Attend and Vote at the Meeting

Since the Corporation generally does not have access to the names of its Non-Registered Shareholders, NonRegistered Shareholders who wish to attend and vote at the Meeting should insert their own name in the blank space provided in the voting instruction form to appoint themselves as proxyholders and then follow their Intermediary’s instructions for returning the voting instruction form.

Non-Registered Shareholders who wish to attend and vote at the Meeting should not complete the voting section of the voting instruction form. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/medexus after submitting their voting instruction form in order to receive a username (please see the information under the heading “Instructions for Attending and Voting Virtually at the Meeting” above for details).

If a Non-Registered Shareholder Wishes to Revoke Voting Instructions

A Non-Registered Shareholder may revoke previously-given voting instructions by contacting his or her Intermediary and complying with any applicable requirements imposed by such Intermediary. An Intermediary may not be able to revoke voting instructions if it receives insufficient notice of revocation.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Change in Registered Office

The Corporation intends to move its head and registered office from its current location in Verdun, Quebec to Bolton, Ontario. The proposed move is intended to better align with our current and future business activities, manage risk, reduce costs and enhance shareholder value. At the Meeting, shareholders will be asked to pass the Registered Office Resolution (the full text of which is set out below) approving an amendment to the Corporation’s Articles of Amalgamation in order to facilitate the proposed move by changing the province in which the Corporation’s registered office must be situated from Quebec to Ontario.

Accordingly, the Board of Directors believes that it is in the best interest of the Corporation and its shareholders to move the Corporation’s head and registered office to Bolton, Ontario, and recommends that shareholders vote in favour of the Registered Office Resolution.

To be adopted, the Registered Office Resolution must be approved by not less than 2/3 of the votes cast at the Meeting by the shareholders in person or by proxy.

The form of special resolution to approve the amendment to the Corporation’s Articles of Amalgamation to be considered by the shareholders at the Meeting is as follows (the “ Registered Office Resolution ”):

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" BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The articles of the Corporation be amended to permit a change in the location of the registered office of the Corporation from the Province of Quebec to the Province of Ontario;

2. Any director or officer of the Corporation be and is hereby authorized and directed to do all such further acts and things and to take all such further steps and to execute and deliver or sign and file (as the case may be) for and on behalf of the Corporation, such additional instruments, agreements, notices, certificates and other documents as such director or officer may consider necessary or advisable in connection with or for the purpose of giving effect to the foregoing resolution; and

3. The board of directors of the Corporation is hereby authorized to revoke this resolution without formal approval of the shareholders of the Corporation at any time before such resolution is acted upon."

OTHER AGENDA ITEMS

The Corporation’s management is unaware of any change regarding the items listed in the Notice of Meeting or of any other item that could be submitted to the Meeting, apart from those mentioned in the Notice of Meeting. However, if changes concerning the items on the agenda mentioned in the Notice of Meeting, or other items, are submitted to the Meeting in valid form, the attached proxy form confers discretionary power upon the persons named therein to vote, using their best judgment, on the related changes or on other items.

PERSONS HAVING AN INTEREST IN CERTAIN MATTERS ON THE AGENDA

The Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any of the following persons in any matter to be acted upon at the Meeting:

• (a) each person who has been a Director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year; and

• (b) each associate or affiliate of the foregoing.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Corporation is not aware of any material interest, direct or indirect, that any Director, executive officer, shareholder of the Corporation holding or having control or direction over, directly or indirectly, as beneficial owner, more than 10% of the outstanding Common Shares of the Corporation or any associate or affiliate of any such persons would have in any material transaction concluded since the beginning of the last financial year of the Corporation or in any proposed transaction which had or could have a material effect on the Corporation.

ADDITIONAL INFORMATION

Additional financial information is provided in the financial statements of the Corporation and the management’s discussion and analysis for the financial year ended March 31, 2020 available on SEDAR (www.sedar.com).

Additional copies are also available by contacting the Corporation at:

35 Nixon Road, Unit 1 Bolton, Ontario L7E 1K1

The Corporation may request the payment of reasonable fees if the requesting party is not a shareholder of the Corporation.

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APPROVAL OF INFORMATION CIRCULAR

The contents and the sending of the Information Circular have been approved by the Directors of the Corporation.

Toronto, January 15, 2021.

By order of the Board of Directors,

(signed) Peter van der Velden

Peter van der Velden Chairman

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