FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
| Merus Labs International Inc. (the “Company” or “Merus”) |
| 100 Wellington Street West |
| Suite 2110, PO Box 151 |
| Toronto, Ontario, M5K 1H1 |
| Item 2 | Date of Material Change |
July 11, 2014
| Item 3 | News Release |
A news release was issued by the Company on July 11, 2014 and distributed through Marketwired and filed on SEDAR.
| Item 4 | Summary of Material Change |
The Company has completed its previously announced private placement issuance of $10 million of Series A convertible preferred shares (the “Series A Preferred Shares”) to a large Canadian institutional investor. In aggregate, the Company issued 10,000 Series A Preferred Shares at a price of $1,000 per share for total proceeds of $10 million.
| Item 5 | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
The Company has completed its previously announced private placement issuance of $10 million of Series A Preferred Shares to a large Canadian institutional investor. In aggregate, the Company issued 10,000 Series A Preferred Shares at a price of $1,000 per share for total proceeds of $10 million. The proceeds of the offering are expected to be used by the Company for future acquisition opportunities as well as for general corporate purposes. Additional details regarding the Series A Preferred Shares are provided in the Company’s material change report filed on SEDAR on June 10, 2014 .
| 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable
| Item 7 | Omitted Information |
Not applicable
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| Item 8 | Executive Officer |
| Andrew Patient |
| Chief Financial Officer |
| Telephone: (416) 593-3725 |
| Item 9 | Date of Report |
July 14, 2014
