Medicus Pharma Ltd.

Implementation

The Share Consolidation resolution (the "Share Consolidation Resolution"), as set out below, provides that the Board is authorized, in its sole discretion, to determine not to proceed with the proposed Share Consolidation without further approval of the Shareholders of the Company. The Board is authorized to revoke the Share Consolidation Resolution, in its sole discretion without further approval of the Shareholders of the Company at any time prior to implementation of the Share Consolidation.

Shareholder Approval

In order to effect the Share Consolidation, the Company will file articles of amendment pursuant to the OBCA to amend its current articles (the "Articles of Amendment"). Such Articles of Amendment shall only be filed upon the Board deciding, in its sole discretion, to proceed with the Share Consolidation. The Share Consolidation will become effective on the date shown in the certificate of amendment issued pursuant to the OBCA.

In accordance with the OBCA, the Share Consolidation Resolution must be approved by not less than two thirds of the votes cast by the Shareholders represented at the Meeting in person or by proxy.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve and authorize the Share Consolidation Resolution, as follows:

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(i) the board of directors (the "Board") of Medicus Pharma Ltd. (the "Company") is authorized to take such actions as are necessary to effect a consolidation (the "Share Consolidation") of all of the issued and outstanding common shares (the "Common Shares") on the basis of a consolidation ratio to be determined by the Board, up to a maximum ratio of 50 pre-consolidation Common Shares for every one (1) post-consolidation Common Share (the "Maximum Ratio") if the Board determines it is necessary or desirable to do so, including, without limitation, to satisfy stock exchange or regulatory requirements or to facilitate transactions involving the Common Shares;

(ii) the Board be and is hereby authorized in its sole discretion to fix the consolidation ratio, to be used in the Share Consolidation, up to the Maximum Ratio;

(iii) in the event that the Share Consolidation would otherwise result in the issuance of a fractional Common Share, no fractional Common Share shall be issued and such fraction will be rounded down to the nearest whole number;

(iv) the Board, in its sole discretion, may act upon this resolution to effect the Share Consolidation, or, if deemed appropriate and without any further approval from the shareholders of the Company, may approve of the Share Consolidation, and it is authorized to revoke this special resolution in its sole discretion at any time prior to effecting the Share Consolidation;

(v) any officer or director of the Company is authorized to cancel (or cause to be cancelled) any certificates evidencing the existing Common Shares and to issue (or cause to be issued) certificates representing the new Common Shares to the holders thereof; and

(vi) any one officer or director of the Company is authorized to do all acts and to execute and deliver all documents or instruments desirable to give effect to the foregoing, including, without limitation, articles of amendment in the form required pursuant to theBusiness Corporations Act (Ontario).

The Board has determined that the Share Consolidation is in the best interests of the Company and unanimously recommends that Shareholders vote FOR the Share Consolidation Resolution. Unless otherwise instructed, the persons named in the accompanying Proxy Card (provided the same is duly executed in their favour and is duly deposited) intend to vote FOR the Share Consolidation Resolution and to approve the Share Consolidation as detailed above.

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