MERUS LABS INTERNATIONAL INC.
| TO: | British Columbia Securities Commission |
| Ontario Securities Commission | |
| Autorité des marchés financiers | |
| Alberta Securities Commission | |
| Financial and Consumer Affairs Authority of Saskatchewan | |
| Manitoba Securities Commission | |
| New Brunswick Securities Commission | |
| Prince Edward Island Securities Office | |
| -and- | |
| MNP LLP, Chartered Professional Accountants | |
| -and- | |
| Deloitte LLP, Chartered Professional Accountants, Chartered Accountants, Licensed Public | |
| Accountants | |
| RE: | Notice of Change of Auditor pursuant to Section 4.11 of National Instrument 51-102 – |
| Continuous Disclosure Obligations |
Pursuant to Section 4.11(7) of National Instrument 51-102, Merus Labs International Inc. (the “Company”) hereby gives notice of the change of its auditor from Deloitte LLP to MNP LLP. In accordance with National Instrument 51-102, the Company hereby states that:
| 1. | Deloitte LLP resigned at our request as the Company’s auditor, effective June 27, 2014; |
| 2. | MNP LLP has been appointed as the Company’s auditor, effective July 4, 2014; |
| 3. | the resignation of Deloitte LLP and the appointment of MNP LLP as the Company’s auditor have been considered and approved by the Company’s Audit Committee and Board of Directors; |
| 4. | Deloitte LLP’s audit report on the Company’s financial statements for the year ended September 30, 2013 and September 30, 2012 did not express a modified opinion; and |
| 5. | there have been no “reportable events” within the meaning assigned under subsection 4.11(1) of National Instrument 51-102. |
DATED the 11th day of July, 2014.
BY ORDER OF THE BOARD OF DIRECTORS
“Andrew Patient”
Andrew Patient
Chief Financial Officer
