Medexus Pharmaceuticals Inc. — Proxy Solicitation & Information Statement 2021

Feb 8, 2021

MEDEXUS PHARMACEUTICALS INC.

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Form of Proxy - Special Meeting of Shareholders of Medexus Pharmaceuticals Inc. to be held on Wednesday, March 10, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

3. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 9:30 am, Eastern Daylight Time, on Monday, March 8, 2021.

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Appointment of Proxyholder

I/We being holder(s) of Medexus Pharmaceuticals Inc. (the Print the name of the person you are “Corporation”) hereby appoint(s): Ken d’Entremont, Chief Executive OR appointing if this person is someone Officer of the Corporation, or failing him, Roland Boivin, Chief Financial other than the Management Nominees Officer of the Corporation listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/medexus and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of Shareholders of the Corporation to be held virtually at https://web.lumiagm.com/422533787, on Wednesday, March 10, 2021 at 9:30 am, Eastern Daylight Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Change of Registered Offce			Fold
To consider and, if deemed advisable, to pass a special resolution to amend the Corporation’s Articles of Amalgamation to permit a change in the location of its

To consider and, if deemed advisable, to 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.

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Authorized Signature(s) – This section must be completed for your instructions to be executed.

Signature(s) Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are MM / DD / YY indicated above, this Proxy will be voted as recommended by Management.

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