Medicus Pharma (Nasdaq: MDCX to Acquire Antev in Share Exchange Deal

Medicus Pharma Ltd. (MDCX) (“Medicus”) and Antev Ltd. (“Antev”), a UK-based clinical-stage drug development company, announced today that they have entered into a definitive agreement dated June 29, 2025 (the “Definitive Agreement”) pursuant to which Medicus has agreed to acquire all of the issued and outstanding shares of Antev (the “Antev Shares”) on a share exchange basis (the “Transaction”).

Subject to the closing conditions noted in the Definitive Agreement, Medicus will acquire all issued and outstanding Antev Shares, on a fully diluted basis, in exchange for 2,666,600 (or approximately 17% in aggregate) of the issued and outstanding Medicus common shares (the “Consideration Shares”).

In addition to resale restrictions prescribed under applicable securities law, the Consideration Shares issuable to Antev shareholders will be subject to a 9-month staggered lock-up and an agreement granting certain voting rights in favor of Medicus management for a period of 36 months.

Antev shareholders will be entitled to receive up to approximately US$65 million in additional contingent consideration tied to potential future FDA Phase 2 and New Drug Application approvals, as more particularly described in the Definitive Agreement.

The Transaction is expected to close before the end of August 2025, subject to the fulfillment of certain closing conditions, including obtaining Antev shareholder approval and other applicable corporate, regulatory and third-party approvals. No assurances can be given that the parties will successfully close the Transaction on the terms or timeframe currently contemplated or at all.

Antev is a clinical stage biotech company, developing Teverelix, a next generation GnRH antagonist, as first in market product for cardiovascular high-risk prostate cancer patients and patients with first acute urinary retention (AURr) episodes due to enlarged prostate.