Dr. Albert Friesen reports

MEDICURE ANNOUNCES CLOSING OF ASSET PURCHASE AGREEMENT WITH CANAM BIORESEARCH FOR ACQUISITION OF INTELLECTUAL PROPERTY

Further to the news release on June 24, 2024, Medicure Inc. has acquired certain intellectual property assets of CanAm Bioresearch Inc. related to the discovery of new chemical entities that can be developed for therapeutic use, pursuant to an asset purchase agreement dated June 24, 2024.

As previously disclosed, Medicure believes that the new chemical entities hold promise to provide improvements over existing lead compounds in alignment with the treatment of diseases being targeted by Medicure, and could provide significant value upon completion of all required non-clinical and clinical studies and regulatory approval. These new chemical entities are not being applied in Medicure's current phase 3 study evaluating the use of MC-1 for the prevention or treatment of seizures associated with pyridox(am)ine 5'-phosphate oxidase deficiency.

Key terms of the agreement

Pursuant to the agreement, Medicure International Inc., a wholly owned subsidiary of Medicure, acquired all of the assets of CanAm as they relate to the business of developing pyridoxal 5'-phosphate analogues, the processes for their preparation, compositions containing P5P analogues and methods of medical treatment containing P5P analogues. In consideration for the assets, Medicure paid to CanAm a $100,000 cash payment, and has agreed to pay to CanAm the following milestone payments: (i) $500,000, earned upon Medicure filing its first investigational new drug application related to P5P analogues; (ii) $250,000, earned upon Medicure filing its first new drug application related to P5P analogues; and (iii) $500,000, earned upon Medicure obtaining an NDA approval for P5P analogues.

In addition, Medicure shall pay to CanAm 10 per cent of net proceeds received with respect to transactions relating to the assets, including: (i) the sale or transfer of all or substantially all of the assets to a third party purchaser who is not an affiliate of Medicure; (ii) any licence to develop, commercialize, use, offer for sale, sell, import, export or exploit P5P up to a maximum value payable to CanAm of $20-million; and (iii) the sale of a U.S. Food and Drug Administration priority review voucher obtained in connection with the development of P5P.

In the event Medicure retains a contract research organization to provide services related to development of P5P, CanAm, a CRO, would be entitled to tender a bid for such services, in addition to having an opportunity to match quotes for CRO services provided by third party organizations.

In the event that Medicure does not file an IND application within seven years from the closing date of the transaction, CanAm shall have the option at any time after such date to repurchase the assets from Medicure, at a price equal to the aggregate of all expenses incurred by CanAm in connection with the development of P5P, but, in any event, not exceeding the sum of $6.5-million. If the option to repurchase the assets is exercised, such repurchase would be subject to prior TSX Venture Exchange approval.

Further details regarding the terms of the transaction are set out in the company's news release dated June 24, 2024, as well as the agreement, which will be publicly filed by the company under its profile at SEDAR+.

Related-party transaction

As Medicure's chief executive officer and chairman of the board of directors, Dr. Albert D. Friesen, is the president and shareholder of the parent company of CanAm, the transaction constituted a related-party transaction in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The transaction is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101, as no securities of Medicure are listed or quoted on any of the specified markets listed in Section 5.5(b) of MI 61-101, and, at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25 per cent of Medicure's market capitalization. Medicure did not file a material change report 21 days prior to the expected closing of the acquisition as the transaction was subject to certain conditions that were only recently satisfied and the timeline for satisfaction of such conditions could not be previously determined.

No finder's fee was payable in connection with the transaction.

Due to Dr. Friesen's involvement with CanAm, a special committee of independent directors was established to consider the transaction without conflict of interest and to negotiate the terms of the agreement. The special committee unanimously determined that the transaction is in the best interests of Medicure and recommended that the board of directors of Medicure approve the agreement.

About Medicure Inc.

Medicure is a company focused on the development and commercialization of pharmaceuticals and health care products for patients and prescribers in the U.S. market. The present focus of the company is the marketing and distribution of Aggrastat (tirofiban hydrochloride) injection and Zypitamag (pitavastatin) tablets in the United States, where they are sold through the company's U.S. subsidiary, Medicure Pharma Inc. Medicure also operates Marley Drug Inc., a pharmacy subsidiary servicing all 50 states, Washington, D.C., and Puerto Rico. Marley Drug is committed to improving access to medications for all Americans together with exceptional customer service and free home delivery.

We seek Safe Harbor.