Medicus Pharma Ltd.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES IN PROPOSAL 2.

PROPOSAL 3 - QUORUM AMENDMENT

The Company ceased to be a foreign private issuer under U.S. securities laws as of January 1, 2025. The corporate governance rules of Nasdaq (the "Nasdaq Rules") require the Company, having ceased to be a foreign private issuer, to have a quorum requirement for the transaction of business at a meeting of Shareholders of not less than 33⅓% of the outstanding shares of a Company's common voting stock.

On May 6, 2025, the Board approved an amendment to Article 3.2 of the Company's by-laws to replace the reference to "10%" with a reference to "33⅓%" (the "Quorum Amendm****ent") to comply with the Nasdaq Rules.

After giving effect to the Quorum Amendment, the full text of Section 3.2 of the Company's by-laws is as follows:

3.2 Quorum at Meetings of Shareholders

A quorum for the transaction of business at any meeting of shareholders shall be 2 voting persons holding or representing in the aggregate not less than 33⅓% of the issued and outstanding shares of the Company, or of the class or classes respectively (if there is more than one class of shares outstanding for the time being). Notwithstanding the foregoing, if the Company has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting.

In accordance with Section 116(2) of the OBCA, the Quorum Amendment is hereby submitted for confirmation by the Shareholders of the Company.

The Board recommends that Shareholders vote in favor of the following by-law resolution at the Meeting (the "By-Law Resolution").

"RESOLVED, as an ordinary resolution of the shareholders of Medicus Pharma Ltd., that:

(a) the amendment of By-Law No. 1, such that Article 3.2 of By-Law No. 1 is in the form attached hereto as Schedule "A", is hereby confirmed, ratified and approved;

(b) any director or officer of the Company be and he or she is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

In order to pass the By-Law Resolution, at least a majority of the votes cast by the Shareholders present at the Meeting in person or by proxy must be voted in favor of the By-Law Resolution. If the By-Law Resolution does not receive the requisite shareholder approval, the previous By-Law No. 1, which provided for a 10% quorum requirement at meetings of Shareholders, will be reinstated.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE QUORUM AMENDMENT IN PROPOSAL 3.

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PROPOSAL 4 - ISSUANCE OF SHARES UNDER NASDAQ 20% RULE

Under Nasdaq Rule 5635(d) (the "Nasdaq 20% Rule"), a Nasdaq-listed company must obtain shareholder approval prior to issuing (or potentially issuing) common share (or securities convertible into or exercisable for common share) in a transaction, other than a public offering as defined under Nasdaq Rules, if the issuance equals 20% or more of the company's outstanding common shares (or 20% or more of the voting power), at a per-share price below the "Minimum Price" (as defined under Nasdaq Rule 5635(d)) at the time of issuance.

Standby Equity Purchase Agreement

On February 10, 2025, the Company entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. ("Yorkville"). Pursuant to the SEPA and subject to the satisfaction of certain conditions, Yorkville has committed to purchase the Common Shares from the Company in increments (each purchase, an "Advance") with an aggregate gross sales price of up to $15,000,000 during the 36 months following the date of the SEPA (such shares, the "SEPA Shares"). The SEPA Shares will be sold at the Company's option pursuant to the SEPA at 97% of then-applicable market price (as determined in accordance with the SEPA), subject to the Company's right to set a minimum acceptable price in connection with any Advance.

The SEPA caps the number of Common Shares issuable thereunder at 2,362,163 (the "Exchange Cap") unless (i) shareholder approval is obtained as described in this Proposal 4 or (ii) the sale average sales price of the Common Shares sold exceeds a specified price determined in accordance with the Nasdaq 20% Rule.

It may be desirable to sell more than 2,362,163 Common Shares pursuant to the SEPA without meeting the pricing criteria specified in the SEPA. To preserve the flexibility to pursue such financing expeditiously, the Board has approved the potential issuance of more than 2,362,163 Common Shares pursuant to the SEPA, at such prices as may be desirable from time to time, subject to shareholder approval as set forth in this Proposal 4 and in accordance with the Nasdaq 20% Rule.

Effect on Current Shareholder

If this Proposal 4 is approved, Shareholders may experience dilution in the ownership and/or voting power of their existing shares to the extent we issue securities at a dilutive price in excess of the Exchange Cap. Future issuances could also reduce earnings per share, and any impact on our share price may further affect existing Shareholders' interests. The actual amount of dilution will depend on many factors, including the size, terms and timing of any private placement transactions.

Consequences if Proposal 4 is Not Approved

If the Shareholders do not approve Proposal 4, we may be unable to raise sufficient equity capital in a timely or cost-effective manner if such financing would otherwise be subject to the Exchange Cap. This limitation could restrict our ability to obtain full financing under the SEPA. Failure to obtain sufficient financing may result in the delay or indefinite postponement of our business plans. We could be forced to rely on alternative, potentially less attractive funding structures or reduce the scale and timing of our growth initiatives.

Shareholder Approval

The Board recommends that Shareholders vote in favor of the following share issuance resolution at the Meeting (the "Share Issuance Resolution").

"RESOLVED, as an ordinary resolution of the shareholders of Medicus Pharma Ltd., that the issuance, sale and delivery by the Company pursuant to the Standby Equity Purchase Agreement dated February 10, 2025 between the Company and YA II PN, Ltd. of Common Shares representing 20% or more of the issued and outstanding Common Shares prior to such issuance at prices below the minimum price specified by Nasdaq Listing Rule 5635(d) is hereby approved in accordance with such rule."

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