Ms. Carolyn Bonner reports

MEDICUS PHARMA LTD. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF CONVERTIBLE NOTES

Medicus Pharma Ltd. has completed the first closing of its previously announced private placement of 10 per cent unsecured convertible notes due 2025. The company issued $5,172,500 (U.S.) aggregate principal amount of notes in the first closing, which was unbrokered. The company may issue additional notes in one or more further closings, with up to $10-million (U.S.) aggregate principal amount of notes to be issued and outstanding following completion of the private placement.

The notes will bear interest at a rate of 10 per cent per annum, payable semi-annually in arrears in the form of either cash or common shares of the company at the election of the holder.

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

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

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

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

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

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

The Company intends to use the net proceeds from the Private Placement to fund the Company's research and development programs, explore an initial public offering in the United States, and for general corporate purposes. The Private Placement is subject to final acceptance by the TSX Venture Exchange upon filing of final documentation.

Certain directors and officers of the Company participated in the first closing of the Private Placement for US$700,000 aggregate principal amount of Notes. Their participation is considered a "related-party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

The Company did not file a material change report more than 21 days before the expected first closing of the Private Placement as the details of the participation therein by related parties of the Company were not settled until shortly prior to the first closing of the Private Placement and the Company wished to close on an expedited basis for sound business reasons.

The Company also announced that it has filed its Audited Consolidated Annual Financial Statements for the year ended December 31st, 2023 and related Management's Discussion and Analysis with the Canadian Securities Administrators. These documents are available for review on SEDAR+.

About Medicus Pharma Ltd:

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

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

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