Ms. Carolyn Bonner reports

MEDICUS PHARMA LTD. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES AND CONVERSION OF CONVERTIBLE NOTES

Medicus Pharma Ltd. has completed its previously announced non-brokered private placement of 2,922,500 common shares of the company at an issuance price of $2 (U.S.) per share for aggregate gross proceeds of $5,845,000 (U.S.). The company paid $375,000 (U.S.) of finders' fees in connection with the equity offering.

The equity offering closed into escrow on June 28, 2024, and was released from escrow on July 5, 2024.

The company intends to use the net proceeds from the equity offering to finance the company's research and development programs and for working capital purposes.

The shares were offered and sold in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933 and applicable securities laws of each applicable state of the United States.

Further to its press release dated June 26, 2024, the company is also pleased to announce that, pursuant to the indenture governing its $5,172,500 (U.S.) outstanding aggregate principal amount of 10 per cent unsecured convertible notes due 2025, holders of all the notes have, as of June 28, 2024, converted all their notes into an aggregate of 2,586,250 shares at $2 (U.S.) per share. In addition, the company issued an aggregate of 31,345 shares in respect of accrued and unpaid interest to holders of notes who did not elect to receive cash interest, reflecting an issuance price of $1.68 per share. The company paid an aggregate of approximately $41,000 (U.S.) of accrued and unpaid interest to holders of notes who elected to receive cash interest.

The notes, all which have now been converted into shares as described herein, represent the full offering of notes announced by the company through a press release dated May 3, 2024.

The company also announces that 215 Capital Togo PHL Fund I LP, 50 South 16th St., Suite 2710, Philadelphia, Penn., 19102, has informed the company that it intends to file an early warning report in respect of the four million shares that 215 Capital acquired pursuant to the equity offering and the conversion of notes described above. 215 Capital paid $2 (U.S.) per share (or approximately $2.74 at a U.S.-dollar-to-Canadian-dollar exchange rate of 1.3687) for an aggregate purchase price of $8-million (U.S.) (or $10,949,600 at the exchange rate), including $2,655,000 (U.S.) aggregate principal amount of notes converted into shares at $2 (U.S.) per share.

Immediately before the equity offering and conversion of notes, 215 Capital had beneficial ownership of 1,327,500 shares underlying notes held by 215 Capital, which represented approximately 7.6 per cent of the issued and outstanding shares on a partially diluted basis. Immediately after the equity offering and conversion of notes, 215 Capital had beneficial ownership and control of approximately 18.4 per cent of the shares then issued and outstanding.

The company has been informed that 215 Capital acquired its shares for investment purposes and that 215 Capital may, depending on various factors, including, without limitation, market and other conditions, increase or decrease its beneficial ownership, control or direction over additional securities of the company through market transactions, private agreements, treasury issuances, exercises of convertible securities or otherwise.

This news release is being issued in accordance with National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in anticipation of an early warning report to be filed by 215 Capital. To obtain a copy of the early warning report to be filed by 215 Capital, please contact Ajay Raju, chairman and managing partner, at 267-925-0452, or refer to the company's profile on SEDAR+.

About Medicus Pharma Ltd.

Medicus Pharma is a biotechnology/life science company focused on accelerating the clinical development programs of novel and disruptive therapeutic assets.

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

We seek Safe Harbor.