Medicus Pharma Ltd.

In order to pass the Share Issuance 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 Share Issuance Resolution.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE QUORUM AMENDMENT IN PROPOSAL 4.

PROPOSAL 5 - ARTICLES OF AMENDMENT

At present, a simple majority of the Board is sufficient to remove the duly elected Chairman of the Board. The Board believes it is in the best interest of the Shareholders to increase the voting threshold required to remove the Chairman of the Board to a vote of at least 75% of the Board and to make this provision part of the Articles. The Board believes that continuity in the Chairman of the Board is important to the Company's development and believes that a 75% threshold provides the appropriate assurance of continuity. The Board wishes to put this provision in the Articles so that Shareholders voting by special resolution are the body that has ultimate control over the amendment or removal of this provision.

The Board wishes to amend the Articles to provide that the director who is elected Chairman of the Board following the Meeting shall remain Chairman of the Board as long as he or she remains a director, unless he or she (i) resigns as Chairman of the Board or (ii) is removed as Chairman of the Board by a vote of not less than 75% of the Board. This amendment would be implemented by adding the following text to the Articles (the "Chairman Amendment"):

"Chairman of the Board of Directors of the Corporation (the "Board"): The individual elected as Chairman of the Board by the Board following the annual general and special meeting of the shareholders held in July 2025 shall remain Chairman of the Board so long as he or she remains a director and (i) has not resigned from that position, or (ii) been removed from that position by a vote of not less than 75% of the Board."

In accordance with Section 168(5) of the OBCA, the following special resolution (the "Chairman Resolution") is hereby submitted for approval by the Shareholders:

"RESOLVED, as a special resolution of the shareholders of Medicus Pharma Ltd., that:

(a) The amendment of the articles of the incorporation of the Company by adding the text below, is hereby confirmed, ratified and approved:

"Chairman of the Board of Directors of the Corporation (the "Board"): The individual elected as Chairman of the Board by the Board following the annual general and special meeting of the shareholders held in July 2025 shall remain Chairman of the Board so long as he or she remains a director and (i) has not resigned from that position, or (ii) been removed from that position by a vote of not less than 75% of the Board.";

(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 Chairman Resolution, at least two-thirds of the votes cast by the Shareholders present at the Meeting in person or by proxy must be voted in favor of the Chairman Resolution.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE CHAIRMAN AMENDMENT IN PROPOSAL 5.