Investor Presentation

Barry Fishman
Chief Executive Officer
Winter 2017
Forward Looking Statements and Non-IFRS Measures
1. Forward Looking Statements: This Presentation contains forward-looking information within the meaning of applicable Canadian securities legislation, and forward-looking
statements within the meaning of United States securities legislation. All statements other than statements of historical fact are forward-looking statements. Forward-looking
statements in this Presentation include, but are not limited to, statements related to (i) projections regarding Gross Basis Revenue, EBIDTA and Adjusted EBITDA for future financial
periods, (ii) the Companys ability to increase gross margins for its products, (iii) the Companys ability to expand its business by completing future acquisitions, and (iv) the Companys
ability to expand its business by demand creation. These forward-looking statements are based on managements reasonable assumptions, estimates, expectations, analyses and
opinions, which are based on managements experience and perception of trends, current conditions and expected developments, and other factors that our management believes
relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things: (i) the Companys ability to increase
demand and lower costs for existing products, (ii) the Companys ability to complete and finance future product acquisitions, (iii) the Companys ability to maintain sales of current
pharmaceutical products within projected volumes, (iv) the cost of servicing debt, (v) product manufacturing costs, and (vi) costs of operations. The Companys actual results, product
acquisitions and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, risks and uncertainties, many of
which are beyond the Companys control. Management considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were
prepared, but cautions that these assumptions regarding the future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect. These forward-
looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking
statements. Such risks and uncertainties include, but are not limited to, the following: general economic and business conditions, changes in demand for the Companys products,
changes in competition, the ability of the Company to integrate acquisitions or complete future acquisitions, the Companys ability to complete any required financing, interest rate
fluctuations, the ability to reduce manufacturing costs, currency exchange rate fluctuations, dependence upon and availability of qualified personnel and changes in government
regulation. For a further discussion of risks relevant to the Company, see our Annual Information Form for the year ended September 30, 2015 available on SEDAR at www.sedar.com
and our Annual Report on Form 40-F for the year ended September 30, 2015 filed with the SEC on the EDGAR filing system at www.sec.gov, as well as the Companys subsequent
ongoing continuous disclosure filings that can be found on SEDAR and EDGAR, including the Companys Q3 MD&A.

2. Non-IFRS Financial Measures:

Gross Basis Revenues: For products that are in the transition phase during a reporting period, the Company presents Gross Basis Revenue which is a non-IFRS measure that the
Company defines as the revenue that the Company would have received had it held title to and sold its products directly to its customers during the transition period. Gross Basis
Revenue is calculated from revenue, as reflected in the Companys financial statements, by adding back the cost of goods sold and selling expenses that are associated with the
revenue as reported by the vendor.

EBIDTA: Earnings before interest expense, taxes, depreciation and amortization.

Adjusted EBITDA: Earnings before interest expense, taxes, depreciation, amortization, impairment charges, non-cash stock based compensation, foreign exchange and derivative
gains or losses, investment income or expense, and acquisition cost.

Reconciliations: Reconciliations of Gross Basis Revenue to revenue and EBITDA and Adjusted EBITDA to net loss, being the most directly comparable IFRS measures, are
included in the Companys MD&A for the three and nine months ended June 30, 2016, as filed on SEDAR at www.sedar.com. These non-IFRS measures are not recognized under
IFRS, do not have a standardized meaning and may not be comparable to similar measures presented by other companies.

INVESTOR PRESENTATION 2
Merus Labs in

40+ 12 10+ F16 Gross

Basis Revenue
country
platform
marketed Rx BD pipeline $111M
legacy products products
(Europe focus)

>25% Favorable F16 Adj. >$10M

1, 2

Tax EBITDA annual value

cash flow yield
Structure $43M
2
per share1,2 creation being
implemented

INVESTOR PRESENTATION 3
The Foundation of our Business

MISSION
VISION We are an international
specialty
To be the Pan- pharmaceutical
European and company focused on
Canadian leader in profitable growth,
small and mid-sized creating value and
specialty medicines by improving health.
being nimble and
entrepreneurial.
VALUES
Creativity
Accountability
Respect
Excellence
Speed

INVESTOR PRESENTATION 4
Business Highlights
Key Highlights Summary P&L Near-term Profit Enhancers
Sales (CAD Ms) Adj. EBITDA (CAD Ms)
111.4
Demonstrated ability to Sintrom and Emselex
optimize revenue 66.1
tech transfers
43.2
27.1 32.6
13.3

Strong and increasing New PV/MI partner and RA

profitability levels 2014A 2015A 2016A 2014A 2015A 2016A capabilities in-house

Fiscal 2017E Product Sales

By product By geography Sales optimization,
Efficient tax structure Nitrates Rest including new market
Vancocin 37% 32%
2% Korea
launches
Estraderm 4% Spain
3% Canada 17%
Salagen 5%
6% Netherland Nitrates portfolio
High EBITDA cash s
Sanofi 6% Italy Germany optimization
conversion rate 7% Sintrom
7% 11%
Emselex 24% France UK
(medium-term)
21% 8% 10%

INVESTOR PRESENTATION 5
First Phase of Growth Plan Achieved
Phase 1 Phase 2

Building the platform Growth and scale

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020+

Pursued low risk strategic acquisitions:

1
Acquired
Grew the portfolio from 2 to 12 products in the past 2.5 years
product
portfolio Developed a robust business model with diversified, stable cash flow
Achieved scale, generating over $C111M in F16 net sales

Established a Pan-European platform

2
Built
Significantly enlarged the platform to over 40 countries
platform
for growth Enhanced internal capabilities and capacity
Developed key relationships with strategic partners

INVESTOR PRESENTATION 6
Stable, Profitable Portfolio of 12 Products
1
Product Brand Date Acquired Acquisition Partner Therapeutic Area Net Sales %

Nitrates February 2016 Cardiovascular 37%

September 2014 Cardiovascular 24%

July 2012 Urology 21%

Sanofi February 2016 Womens Health 7%

May 2015 Oncology Support 6%

May 2015 Womens Health 3%

May 2011 Infectious Disease 2%

INVESTOR PRESENTATION 7
Growth Drivers

Acquire Integrate Optimize

targeted products acquired products product potential

Inject discipline Productive outsourcing Market expansion

Proprietary deals Internal competencies Margin expansion

INVESTOR PRESENTATION 8
Primed for Next Phase of Growth
Phase 1 Phase 2

Building the platform Growth and scale

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020+

Optimize

1
Optimize existing portfolio of legacy Rx products
existing Cost efficiencies and sales optimization are key focus areas
portfolio Capacity to leverage the platform and realize synergies

Legacy Rx
Potential for geographic expansion into new markets A highly
scalable
Strong cash flow base from legacy Rx products,
Pursue platform
2
to fund new growth Rx products
growth Focus will be on demand creation, driving new prescriptions
assets and new launches
Robust pipeline of potential acquisition opportunities
Growth Rx

INVESTOR PRESENTATION 9
Driving Incremental Profit

Optimize Improve New Cost

Pricing Access Markets Efficiencies

Generic Line Selective Product

Defense Extensions Promotion Rationalization

Optimize Create Reduce

Prices Demand Costs

Profit Levers

INVESTOR PRESENTATION 10
2017 Optimization Initiatives

Optimization Initiative Peak Annualized Profit Impact

Fully realized value: ~ $8M per year

Initiative #1 Technology Transfers
(>40% reduction in Sintrom manufacturing costs)

Fully realized value: ~ $3M per year

Initiative #2 Geographic Expansion
(Emselex new market launches 4 CEE counties)

Fully realized value: ~ $2M per year

Initiative #3 OPEX Efficiencies
(Regulatory & compliance efficiencies)

Initiative #4 Capital Structure Revisions

Fiscal 2017 Adjusted EBITDA Guidance Range: $44 to $48 million

INVESTOR PRESENTATION 11
 Pan-European Focus

Europe is the Worlds Second Largest Pharma Region

Rx market size 200+ billion
30+ separate markets require customized strategies
Available regional acquisitions
Higher brand loyalty vs. North America

Merus Labs is Well-Positioned to Succeed

Effectively navigates the complexity of the market
Proven commercial partnerships
Deep internal expertise in top 5 countries and beyond
Track record of value-creation and new launches
Effective tax structure

INVESTOR PRESENTATION 12
Internal Expertise, Supported by External Network

Supply Compliance Go-to-Market

Proven CMOs Pan-EU Platform Demand Creation Focus

Internal supply chain expertise Strong internal infrastructure Internal commercial expertise in
supervising highly reliable CMOs complimented by expert managing a wide-ranging network of
compliance distribution and promotion partners

Selected example partners

INVESTOR PRESENTATION 13
Two Strategic Business Segments

Strong Base of Cash Flow Moving Up the Value Chain

Legacy Growth
Rx Rx

Margin Expansion Focus Demand Creation Focus

(cost synergy, platform leverage) (driving new prescriptions, new launches)

INVESTOR PRESENTATION 14
Target Growth Product Profile
Key Criteria
Submitted/approved in developed market
Valued competitive advantage
Concentrated prescriber base
Leverages existing platform
Acceptable access and price
Strong barriers to entry
bb Peak sales above 25 million for Europe
S and select markets
$100M+ in revenue
BOTC/BTC
New launches, in-licenses
Promotional sensitivity
Animal health, devices
INVESTOR PRESENTATION 15
Strategic Shift from Legacy to Growth Assets

Transforming our approach to drive organic growth

Strengthened Enhanced Due Robust Valuation

Asset Hunting Diligence Network Modeling

People Support Process

INVESTOR PRESENTATION 16
Experienced Team, Driven to Succeed

Therapeutic Area Successes Accelerated Path to Profitability

Cardiovascular, CNS, Dermatology, Contributed to market leadership positions
Gastrointestinal, Immunology, Infectious with Avelox, Cipro, Copaxone, Lantus,
Disease, Oncology, Nephrology, Neurology, Botox, Humulin, Zyprexa and others
Urology and Womens Health

Efficient Product Integration Creative Lifecycle Management

Collectively launched dozens of products; Multiple initiatives to optimize molecule
efficiently managed regulatory, market franchise value, including new formulations,
access, pricing, supply, distribution and indications, reimbursement schemes and
promotion authorized generics

INVESTOR PRESENTATION 17
Financial Summary

(Canadian Dollars Millions FQ1/17)

Enterprise value ~$263

Net debt (initial rate 4.5%) ~$140

Market cap ~$123

Shares outstanding Basic: 117

Preferred shares 4.5

Options outstanding 5.6

Average daily trading volume (TSX) ~450K shares

INVESTOR PRESENTATION 18
Key Takeaways
1 2 3 4

Diverse Scalable Primed for Active

portfolio
12 products creating a robust
revenue mix
Strong presence across
multiple therapeutic areas
platform
Pan European platform, present
in over 40 countries
Nimble to adapt and grow inline
with business strategy
growth
Existing legacy portfolio
provides a stable base
Available capabilities to growth
the business
pipeline
Strong pipeline of >10 products
with >$600M of est. peak sales
Targeting growth assets to
compliment legacy Rx portfolio

5 6 7

Talented Profit Strong

team
Track record of doing deals and
turning around products
Highly experienced across full
breadth of the European market
enhancements
Roadmap to improve profitability
with legacy Rx portfolio
Optimization initiatives; volume
and profitability improvements
financials
Strong profitability with
excellent margins
Healthy cash flow and high
cash conversion rates

INVESTOR PRESENTATION 19
Our Real Competitive Advantage

Talented & motivated people

Entrepreneurial spirit & culture

Nimble. Responsive. Focused.

Thank You !
INVESTOR PRESENTATION 20