Ms. Carolyn Bonner reports

MEDICUS PHARMA LTD. ENTERS INTO STANDBY EQUITY PURCHASE AGREEMENT AND ANNOUNCES INTENTION TO VOLUNTARILY DELIST FROM THE TSX VENTURE EXCHANGE (TSXV)

Medicus Pharma Ltd. has entered into a standby equity purchase agreement (the SEPA) with YA II PN Ltd., an investment fund managed by Yorkville Advisors Global LP. Pursuant to the SEPA, the company has the option, at its sole discretion, to sell up to $15-million (U.S.) of the company's common shares to the investor at any time during the 36 months following the date of the SEPA.

The investor's obligation to purchase shares is subject to a number of conditions, including that the company file a registration statement with the Securities and Exchange Commission (the SEC) registering the resale of the shares issuable thereunder, and that the registration statement is declared effective by the SEC.

The total number of shares issuable under the terms of the SEPA is limited to a number equivalent to 19.99 per cent of the outstanding shares as of the date of the SEPA unless certain pricing conditions are met, which could have the effect of limiting the total proceeds made available to the company under the SEPA. The issuance of shares under the SEPA is subject to further limitations, including that the shares beneficially owned by the investor and its affiliates at any one time will not exceed 4.99 per cent of the then-outstanding shares.

Shares issued and sold to the investor under the SEPA will be priced at 97 per cent of the market price (as defined in the SEPA) of the shares during a specified three-day pricing period. The company reserves the right to set a minimum acceptable price for the share issuances.

For further information on the SEPA, including important terms and conditions, please see the company's filings with the SEC, including the company's current reports on Form 8-K filed with the SEC from time to time.

TSX Venture Exchange delisting

The company also today announced that the company's board of directors has approved the voluntary delisting of the shares from the TSX Venture Exchange. The company has submitted an application to the TSX-V to complete such delisting in due course. Following review of the company's application, the delisting will be subject to the approval of the TSX-V and the satisfaction of all necessary conditions. The shares will continue to be listed on the Nasdaq Capital Market under the symbol MDCX, and shareholders will be able to continue to trade their shares through Nasdaq.

Trading on Nasdaq represents the large majority of the company's trading volume. Given the low trading volume on the TSX-V, the company has determined, after due consideration, that maintaining the TSX-V listing does not form part of the company's go-forward capital markets strategy. The company is not required to seek shareholder approval for the delisting since an alternative market for the shares exists on Nasdaq.

Medicus will remain a reporting issuer in Canada and will continue to provide disclosure on SEDAR+ as required by applicable Canadian securities laws. Additional information regarding the delisting application will be disseminated in due course.

Many brokers in Canada, including discount and on-line brokers, can buy and sell securities listed on Nasdaq. Shareholders holding shares in Canadian brokerage accounts may contact their brokers to confirm how to trade their shares on Nasdaq.

About Medicus Pharma Ltd.

Medicus Pharma 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, 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 tumours cells. The company has completed a phase 1 safety and tolerability study (SKNJCT-001) in March of 2021, which met its primary objective of safety and tolerability; the study also describes the efficacy of the investigational product D-MNA, with six participants experiencing complete response on histological examination of the resected lesion. The company submitted a phase 2 IND (investigational new drug) clinical protocol to the Food and Drug Administration in January, 2024, for a randomized, controlled, double-blind, multicentre clinical study (SKNJCT-003) that is expected to randomize up to 60 patients. The study is designed to evaluate the efficacy of two dose levels (100 and 200 micrograms) of D-MNA compared with placebo (P-MNA) in subjects with nodular BCC (basal cell carcinoma). Patient recruitment is currently under way in nine sites across the United States.

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