Toronto, Ontario--(Newsfile Corp. - June 26, 2024) - Medicus Pharma Ltd. (TSXV: MDCX) (FSE: N46) (the "Company") is pleased to announce that it intends to complete a non-brokered private placement (the "Equity Offering") of 2,922,500 common shares of the Company ("Shares"), at an issuance price of US$2.00 per Share, for aggregate gross proceeds of US$5,845,000. The Company expects to pay US$375,000 of finders' fees in connection with the Equity Offering.

The closing of the Equity Offering is expected to occur on or about June 28, 2024, subject to customary closing conditions, including the approval of the TSX Venture Exchange.

The Company intends to use the net proceeds from the Equity Offering to fund the Company's research and development programs and for working capital purposes.

The Shares will be offered pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Shares will also be offered and sold in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933 (the "1933 Act"), and any applicable securities laws of any state of the United States.

The Company is also pleased to announce that, pursuant to the indenture governing its US$5,172,500 outstanding aggregate principal amount of 10.00% Unsecured Convertible Notes due 2025 (the "Notes"), the Company has notified holders that the first date on which they may convert their Notes into Shares at US$2.00 per Share has been brought forward to June 28, 2024. Holders of all the Notes have elected to make such a conversion, which is expected to occur on or about June 28, 2024.

Holders of Notes who have elected to receive cash interest upon conversion will receive approximately US$15.28 of accrued and unpaid interest for each US$1,000 principal amount of Notes converted. All other holders of Notes will receive approximately 12.53 Shares in respect of accrued and unpaid interest for each US$1,000 principal amount of Notes converted, subject to approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy Shares in the United States, nor shall there be any sale of Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom. The Shares have not been and will not be registered under the 1933 Act, or the securities laws of any state and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements thereof.

For further information contact:

Carolyn Bonner, President
(610) 636-0184
cbonner@medicuspharma.com

About Medicus Pharma Ltd:

Medicus Pharma Ltd. (TSXV: MDCX) 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 Ltd, 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 tumors cells.

Cautionary Notice on Forward-Looking Statements

Certain information in this news release constitutes "forward-looking information" under applicable securities laws. "Forward-looking information" is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes, without limitation, statements regarding the terms of the Equity Offering and conversion of Notes, the satisfaction of conditions precedent thereto and the use of proceeds from the Equity Offering. Forward-looking statements are often but not always, identified by the use of such terms as "may", "might", "will", "will likely result", "would", "should", "estimate", "plan", "project", "forecast", "intend", "expect", "anticipate", "believe", "seek", "continue", "target" or the negative and/or inverse of such terms or other similar expressions.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including those risk factors described in the Company's public filings on SEDAR+, which may impact, among other things, the trading price and liquidity of the Company's common shares. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Readers are cautioned that the foregoing list is not exhaustive and readers are encouraged to review the Company's long form prospectus accessible on the Company's profile on SEDAR+ at . Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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