NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
| Item1 | Names of the Parties to the Transaction |
| |
Merus Labs International Inc. (“Merus”) and Norgine B.V. (“Norgine”). | |
| |
| Item2 | Description of the Transaction |
| |
Pursuant to a statutory plan of arrangement (the “Arrangement”) under section 288 of theBusiness Corporations Act(British Columbia), Norgine acquired all of the issued and outstanding shares of Merus (“Shares”) and shareholders of Merus received $1.65 per Share in cash. | |
| |
In connection with the Arrangement, the Shares are expected to be delisted from the Toronto Stock Exchange on July 20, 2017. | |
| |
| Item3 | Effective Date of the Transaction |
| |
The effective date of the Arrangement was July 17, 2017. | |
| |
| Item4 | Names of Each Party, if Any, that Ceased to be a Reporting Issuer Subsequent to theTransaction and of Each Continuing Entity |
| |
Merus is in the process of applying to cease to be a reporting issuer in each jurisdiction in which Merus is currently a reporting issuer. | |
| |
| Item5 | Date of the Reporting Issuer's First Financial Year-End Subsequent to the Transaction |
| |
Not applicable. | |
| |
| Item6 | Periods, Including the Comparative Periods, if Any, of the Interim and Annual FinancialStatements Required to be Filed for the Reporting Issuer's First Financial Year Subsequentto the Transaction |
| |
Not applicable. | |
| |
| Item7 | Documents Filed under NI 51-102 that Describe the Transaction and Where thoseDocuments can be Found in Electronic Format |
| |
Not applicable. |
DATE:July 19,2017
