UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

[   ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
or
 
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: May 31, 2014
 
or
 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
or
 
[   ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
Commission file number:  0-31092

MEDICURE INC.
_________________________________________________________________________________
(Exact name of registrant as specified in its charter)

Canada
_________________________________________________________________________________
  (Jurisdiction of incorporation or organization)

2 - 1250 Waverley Street, Winnipeg, Manitoba, Canada R3T 6C6
_________________________________________________________________________________
  (Address of principal executive offices)

Dr. Albert D. Friesen, Tel: (204) 487-7412, Fax: (204) 488-9823
2 - 1250 Waverley Street, Winnipeg, Manitoba, Canada R3T 6C6
_________________________________________________________________________________
  (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value
_________________________________________________________________________________
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

At May 31, 2014 the registrant had 12,199,841 common shares issued and outstanding
 
 
 
1

 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes __________ No            ü          
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
Yes __________ No           ü            
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes            ü             No __________
 
Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes __________ No __________
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated Filer _________ Accelerated Filer _________ Non-Accelerated Filer        ü        
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
US GAAP __________ International Financial Reporting Other _________
  Standards as issued by the International  
  Accounting Standards Board          ü       
 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
 
Item 17 _________ Item 18 _________
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes _________ No           ü     
 
 
 
2

 


TABLE OF CONTENTS
 
GENERAL
5
   
GLOSSARY OF TERMS
5
   
FORWARD LOOKING STATEMENTS
5
   
PART I
8
   
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
8
A. Directors and Senior Management
8
B. Advisers
8
C. Auditors
8
   
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
8
   
ITEM 3. KEY INFORMATION
8
A. Selected Financial Data
8
B. Capitalization and Indebtedness
12
C. Reasons for the Offer and Use of Proceeds
12
D. Risk Factors
12
   
ITEM 4. INFORMATION ON THE COMPANY
30
A. History and Development of the Company
30
B. Business Overview
31
C. Organizational Structure
41
D. Property, Plant and Equipment
41
   
ITEM 4A. UNRESOLVED STAFF COMMENTS
41
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
41
A. Operating Results
47
B. Liquidity and Capital Resources
53
C. Research and Development, Patents and Licenses, Etc.
54
D. Trend Information
57
E. Off-balance Sheet Arrangements
57
F. Contractual Obligations
57
   
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
60
A. Directors and Senior Management
60
B. Compensation
62
C. Board Practices
63
D. Employees
75
E. Share Ownership
75
   
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
77
A. Major Shareholders
77
B. Related Party Transactions
79
C. Interests of Experts and Counsel
81
   
ITEM 8. FINANCIAL INFORMATION
81
A. Consolidated Statements or Other Financial Information
81
B. Significant Changes
82
   
ITEM 9. THE OFFERING AND LISTING
82
A. Listing Details
82
B. Plan of Distribution
83
   
 
 
3

 
 
 
C. Markets
83
D. Selling Shareholders
83
E. Dilution
83
F. Expenses of the Issue
83
   
ITEM 10. ADDITIONAL INFORMATION
83
A. Share Capital
83
B. Memorandum and Articles of Association
83
C. Material Contracts
87
D. Exchange Controls
87
E. Taxation
89
F. Dividends and Paying Agents
97
G. Statement by Experts
97
H. Documents on Display
98
I. Subsidiary Information
98
   
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
98
   
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
98
   
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
98
   
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
99
   
ITEM 15. CONTROLS AND PROCEDURES
99
   
ITEM 16. RESERVED
100
   
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
100
   
ITEM 16B. CODE OF ETHICS
101
   
ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
101
   
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
101
   
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
101
   
ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
102
   
ITEM 16G. CORPORATE GOVERNANCE
102
   
ITEM 16H.MINE SAFETY DISCLOSURE
102
   
PART III
103
   
ITEM 17. FINANCIAL STATEMENTS
103
   
ITEM 18. FINANCIAL STATEMENTS
103
   
ITEM 19. EXHIBITS
142
   
Exhibit 1.7 - Certificate of Amendment Dated November 1, 2012 147
   
Exhibit 1.8 - Bylaw No. 1A 151
   
 Exhibit 4.28 - Stock option plan approved November 30, 2012 179
   
Exhibit 12.1 – Certification of CEO pursuant to Section 302
187
   
Exhibit 12.2 – Certification of CFO pursuant to Section 302
191
   
Exhibit 13.1 – Certification of CEO and CFO
193
   
Exhibit 23.1 – consent of independent registered public accounting firm
195
 
 
 
4

 

 
GENERAL

As used in this Annual Report, the “Corporation” or “Company” refers to “Medicure Inc.”, the company resulting from the amalgamation of Medicure Inc. and Lariat Capital Inc., and “Medicure” refers to “Medicure Inc.” prior to its amalgamation with Lariat Capital Inc.

The Company uses the Canadian dollar as its reporting currency.  Unless otherwise indicated, all references to dollar amounts in this Annual Report are to Canadian dollars.   As of May 31, 2014, the rate for Canadian dollars was US $1.0842 for CND $1.00. See also Item 3 – Key Information for more detailed currency and conversion information.

Except as noted, the information set forth in this Annual Report is as of September 9, 2014 and all information included in this document should only be considered correct as of such date.

GLOSSARY OF TERMS

The following words and phrases shall have the meanings set forth below:
 
“angioplasty” means an operation to repair a damaged blood vessel or unblock an artery;

“Apicore” means any one or more of   Apicore LLC, Apicore US LLC, Apicore Inc., Apigen Investments Limited, and Apicore Pharmaceuticals PVT Ltd., including any of their affiliates and subsidiaries;

Apicore Transaction ” means the transaction occurring on July 3, 2014 whereby the Company acquired a minority interest in a pharmaceutical manufacturing business known as Apicore.

“FDA” means the United States Food and Drug Administration;
“myocardial infarction” means destruction of heart tissue resulting from obstruction of the blood supply to the heart muscle;

“TSX-V” means the TSX Venture Exchange.

FORWARD LOOKING STATEMENTS

Medicure Inc. cautions readers that certain important factors (including without limitation those set forth in this Form 20-F) may affect the Company’s actual results in the future and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 20-F annual report, or that are otherwise made by or on behalf of the Company.  This Annual Report contains forward-looking statements and information which may not be based on historical fact, which may be identified by the words “believes,” “may,” “plan,” “will,” “estimate,” “continue,” “anticipates,” “intends,” “expects,” and similar expressions and the negative of such expressions.  Such forward looking statements include, without limitation, statements regarding:

 
·
intention to sell and market its acute care cardiovascular drug, AGGRASTAT®  (tirofiban hydrochloride) in the United States and its territories through the Company's U.S. subsidiary, Medicure Pharma, Inc.;
 
 
5

 

 
 
·
intention to develop and implement clinical, regulatory and other plans to generate an increase in the value of AGGRASTAT®;

 
·
intention to expand or otherwise improve the approved indications and/or dosing information contained within AGGRASTAT®’s approved prescribing information;

 
·
intention to increase sales of AGGRASTAT®;

 
·
intention to develop TARDOXAL TM for neurological disorders;

 
·
intention to investigate and advance certain other product opportunities;

 
·
intention to obtain regulatory approval for the Company's products;

 
·
expectations with respect to the cost of the testing and commercialization of the Company's products;

 
·
sales and marketing strategy;

 
·
anticipated sources of revenue;
 
 
·
intentions regarding the protection of the Company's intellectual property;
 
 
·
intention to identify, negotiate and complete business development transactions (eg. The sale, purchase, or license of pharmaceutical products or services);
 
 
·
expectations with respect to acquiring additional ownership of Apicore, and/or deriving any material benefit from the Company’s ownership of Apicore;
 
 
·
business strategy; and

 
·
intention with respect to dividends.
 
Such forward-looking statements and information involve a number of assumptions as well as known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements and information including, without limitation:

 
·
general business and economic conditions;

 
·
the impact of changes in Canadian-US dollar and other foreign exchange rates on the Company's revenues, costs and results;

 
·
the timing of the receipt of regulatory and governmental approvals for the Company's research and development projects;

 
·
the ability of the Company to continue as a going concern;
 
 
·
the availability of financing for the Company's commercial operations and/or research and development projects, or the availability of financing on reasonable terms;
 
 
6

 
 
 
·
results of current and future clinical trials;

 
·
the uncertainties associated with the acceptance and demand for new products;

 
·
clinical trials not being unreasonably delayed and expenses not increasing substantially;

 
·
government regulation not imposing requirements that significantly increase expenses or that delay or impede the Company's ability to bring new products to market;

 
·
the Company's ability to attract and retain skilled staff;

 
·
inaccuracies and deficiencies in the scientific understanding of the interaction and effects of pharmaceutical treatments when administered to humans;

 
·
market competition;

 
·
the ability of Apicore to successfully operate and/or increase its value;

 
·
tax benefits and tax rates; and

 
·
the Company's ongoing relations with its employees and with its business partners.

These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements and information.  The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements and information contained herein to reflect future results, events or developments, except as otherwise required by applicable law. Additional risks and uncertainties relating to the Company and its business can be found in the “Risk Factors” section of this Annual Report.
 
 
7

 
 
 
PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Not applicable

B. Advisers

Not applicable

C. Auditors

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The selected financial data of the Company as at May 31, 2014 and 2013 and for the fiscal years ended May 31, 2014, 2013 and 2012 was extracted from the audited consolidated financial statements of the Company included in this Annual Report on Form 20-F.  The information contained in the selected financial data is qualified in its entirety by reference to the more detailed consolidated financial statements and related notes included in Item 18 - Financial Statements , and should be read in conjunction with such financial statements and with the information appearing in Item 5 - Operating and Financial Review and Prospects .  The selected financial data as at May 31, 2012, 2011 and 2010 and for the fiscal years ended May 31, 2011 and 2010 was extracted from the audited financial statements of the Company not included in this Annual Report.

The information provided in the audited consolidated financial statements included in this Annual Report on Form 20-F is prepared in accordance with International Financial Reporting Standards (IFRS)   issued by the International Accounting Standards Board (IASB).

Prior to June 1, 2010, the Company prepared its financial statements in accordance with Canadian Generally Accepted Accounting Principles (GAAP).  Included in the tables in this section are presentations of the financial information prepared for periods prior to June 1, 2010 in accordance with Canadian GAAP and United States GAAP. Such financial information is not comparable to financial information prepared in accordance with IFRS.
 
On November 1, 2012, the Company completed a consolidation of its outstanding share capital on the basis of one post-consolidation share for every fifteen pre-consolidation shares.  All comparative figures have been adjusted retrospectively.
 
 
8

 

 
Under International Financial Reporting Standards (in Canadian dollars):

                               
Statement of Financial Position Data
 
May 31,
2014
   
May 31,
2013
   
May 31,
2012
   
May 31,
2011
   
June 1,
2010
 
 
(as at period end)
  $     $     $     $     $  
Current Assets
    2,153,740       1,491,485       2,211,951       1,804,010       1,489,440  
Property and
                                       
Equipment
    20,681       22,235       30,745       46,942       68,752  
Intangible Assets
    1,433,158       1,910,069       2,500,928       3,298,286       4,414,882  
Other Assets
    -       -       -       -       -  
Total Assets
    3,607,579       3,423,789       4,723,624       5,149,238       5,973,074  
Current Liabilities
    3,022,904       3,557,024       1,378,288       32,078209       30,967,698  
Non-current Liabilities
    6,461,629       4,193,446       5,186,009       -       -  
Total Liabilities
    9,484,533       7,750,470       6,564,297       32,078,209       30,697,698  
Net Assets /
                                       
(Deficiency)
    (5,876,954 )     (4,326,681 )     (1,820,673 )     (26,928,971 )     (24,994,624 )
Capital Stock and
                                       
Contributed Surplus
    121,484,563       121,482,563       121,379,570       120,136,490       120,059,433  
Accumulated Other Comprehensive
                                       
Income (Loss)
    154,791       68,112       102,809       (376,630 )     -  
Deficit
    (127,516,308 )     (125,877,356 )     (123,303,052 )     (146,688,831 )     (145,054,057 )
Statement of Net Income (Loss)
(for the fiscal year ended on)
                                       
Product Sales
    5,050,761       2,602,700       4,796,811       3,628,274          
Interest and Other
                                       
Income
    41       152       775       473          
Gain on Settlement
                                       
of Debt
    -       -       23,931,807       -          
Net Income (Loss) for
                                       
the Period
    (1,638,952 )     (2,574,304 )     23,385,779       (1,634,774 )        
Comprehensive Income (Loss) for the
                                       
Period
    (1,552,273 )     (2,609,001 )     23,865,218       (2,011,404 )        
Income (Loss)
                                       
Per Share
                                       
Basic
    (0.13 )     (0.21 )     1.99       (0.19 )        
Diluted
    (0.13 )     (0.21 )     1.99       (0.19 )        
Weighted-Average Number of
                                       
Common Shares
                                       
Outstanding
                                       
     Basic
    12,196,745       12,196,508       11,745,854       8,687,170          
     Diluted
    12,196,745       12,196,508       11,752,521       8,687,170          

 
9

 

Previously Reported Under Canadian Generally Accepted Accounting Principles (in Canadian dollars):

     
Balance Sheet Data
May 31,
2010
 
 
(as at period end)
$
 
Current Assets
1,489,440
 
Property and
   
Equipment
68,752
 
Intangible Assets
4,414,882
 
Other Assets
-
 
Total Assets
5,973,074
 
Total Liabilities
30,929,727
 
Net Assets /
   
(Deficiency)
(24,956,653)
 
Capital Stock, Warrants and
   
Contributed Surplus
129,125,153
 
Deficit
(154,081,806)
 
Statement of Operations
(for the fiscal year ended on)
   
Product Sales
3,317,073
 
Interest and Other
   
Income
4,913
 
Loss from Continuing
   
  Operations
(5,532,506)
 
Net Loss for the
   
Period
(5,532,506)
 
Basic and Diluted
   
Loss per Share
(0.64)
 
Weighted-Average Number of
   
Common Shares
   
Outstanding – Basic and Diluted
8,687,170
 


The Company was not required to retrospectively apply IFRS to its financial statements for years prior to fiscal 2011.  Accordingly, the operating results and financial information in the chart above for 2010 was prepared in accordance with previous Canadian GAAP.
 
 
10

 
 
Previously Reported U nder U.S. Generally Accepted Accounting Principles (in Canadian dollars):

     
Balance Sheet Data
May 31,
2010
 
 
(as at Period end)
$
 
Current Assets
1,489,440
 
Property and Equipment
68,752
 
Intangible Assets
3,845,916
 
Other Assets
2,014,801
 
Total Assets
7,418,909
 
Total Liabilities
32,982,499
 
Net Assets / (deficiency)
(25,563,590)
 
Capital Stock, warrants
   
and Contributed Surplus
136,304,087
 
Deficit
(161,867,677)
 
Statement of Operations
   
Product Sales
3,317,073
 
Interest and Other
   
Income
4,913
 
Loss from Continuing
   
  Operations
(4,772,309)
 
Net Loss for the Period
(4,772,309)
 
Basic and Diluted Loss
   
per Share
(0.55)
 
Weighted-Average Number of
   
Common Shares
   
Outstanding – Basic and Diluted
8,687,170
 


Dividends

No cash dividends have been declared nor are any intended to be declared.  The Company is not subject to legal restrictions respecting the payment of dividends except that they may not be paid if the Company is, or would after the payment be, insolvent.  Dividend policy will be based on the Company's cash resources and needs and it is anticipated that all available cash will be required to further the Company’s research and development activities for the foreseeable future.


 
11

 

 
Exchange Rates

Unless otherwise indicated, all reference to dollar amounts are to Canadian dollars.  On September 5, 2014, the rate of exchange of the Canadian dollar, based on the daily noon rate in Canada as published by the Bank of Canada, was US$1.00 = Canadian $0.9183.  Exchange rates published by the Bank of Canada are available on its website, www.bankofcanada.ca , are nominal quotations — not buying or selling rates — and are intended for statistical or analytical purposes.

The following tables set out the exchange rates, based on the daily noon rates in Canada as published by the Bank of Canada for the conversion of Canadian Dollars into U.S. Dollars.
 
For the year ended May 31
(Canadian Dollar per U.S. Dollar)
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
                               
Period End
    1.0842       1.0368       1.0349       0.9688       1.0462  
Average for the Period*
    1.0638       1.0043       0.9983       1.0074       1.0652  
High for the Period
    1.1279       1.0275       1.0604       1.0660       1.1655  
Low for the Period
    1.0137       0.9785       0.9449       0.9486       0.9961  

*
The average rate for each period is the average of the daily noon rates on the last day of each month during the period.
 
Monthly High and Low Exchange Rate (Canadian Dollar per U.S. Dollar)
 
   
High
   
Low
 
September 2014 (Until September 5, 2014)
    1.0935       1.0821  
August 2014
    1.0985       1.0810  
July 2014
    1.0930       1.0620  
June 2014
    1.0963       1.0646  
May 2014
    1.1007       1.0814  
April 2014
    1.1055       1.0858  
March 2014
    1.1279       1.0955  
 
B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

An investment in the Company's common shares is highly speculative and subject to a number of risks. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described below and the other information that the Company furnishes to, or files with, the Securities and Exchange Commission and with Canadian securities regulators before investing in the Company's common shares.  The risks described below are not the only ones faced by the Company.  Additional risks that management is unaware of or that the Company currently believes are immaterial may indeed become important factors that affect the Company's business.  If any of the following risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and the investor may lose all of his or her investment.
 
 
 
12

 

 
Going concern

The consolidated financial statements for the year ended May 31, 2014 have been prepared on a going concern basis in accordance with IFRS.  The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  There is substantial doubt about the appropriateness of the use of the going concern assumption because the Company has experienced operating losses from incorporation and has accumulated a deficit of $127,516,308 as at May 31, 2014 and a working capital deficiency of $869,164.  Management has forecast that contractual commitments and debt service obligations will exceed the Company's net cash flows and working capital during fiscal 2015.  The Company’s future operations are dependent upon its ability to grow sales of AGGRASTAT®, to develop and/or acquire new products, and/or secure additional capital, which may not be available under favourable terms or at all, and/or renegotiate the terms of its contractual commitments.  If the Company is unable to grow sales, develop and/or acquire new products, and/or raise additional capital and/or renegotiate the terms of its contractual commitments, management will consider other strategies including further cost curtailments, delays of research and development activities, asset divestures and/or monetization of certain intangible assets.  Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two-year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest only with principal repayments now beginning on August 1, 2015 and the loan maturing on July 1, 2018.

The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent on many factors, including but not limited to the actions taken or planned, some of which are described above, which are intended to mitigate the adverse conditions and events which raise doubt about the validity of the going concern assumption used in preparing the consolidated financial statements.  There is no certainty that the Company’s working capital and net cash flows will be sufficient through fiscal 2015 or that the above described and other strategies will be sufficient to permit the Company to continue as a going concern.
 
The consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.  If the going concern basis was not appropriate for the consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported revenue and expenses, and the consolidated statement of financial position classifications used.

Prior to the acquisition of AGGRASTAT®, the Company had no products in commercial production or use.  As such, the Company was considered to be a development-stage enterprise for accounting purposes prior to the acquisition.  Although the Company is working to improve profitability, the Company may continue to incur losses and may never achieve sustained profitability, which in turn may harm its future operating performance and may cause the market price of its stock to decline.
 
 
 
13

 

 
With the exception of AGGRASTAT®, the Company’s products are in the development stage and accordingly, its business operations are subject to all of the risks inherent in the establishment and maintenance of a developing business enterprise, such as those related to competition and viable operations management.

The Company has incurred net losses since inception to May 31, 2014, excluding the year ended May 31, 2012 where the Company recorded net income of $23,385,779, primarily as a result of a gain on the settlement of the Company’s long-term debt.  The Company incurred a net loss of $1,638,952 for the year ended May 31, 2014, $2,574,304 for the year ended May 31, 2013 and $1,634,774 for the year ended May 31, 2011.  Additionally, as reported under previous Canadian GAAP, the Company incurred a net loss of $5,532,506 for the year ended May 31, 2010.

The long-term profitability of the Company’s operations is uncertain, and may never occur.  The Company’s long-term profitability will be directly related to its ability to develop a commercially viable drug product or products.  This in turn depends on numerous factors, including the following:

 
a)
the success of the Company’s research and development activities;
 
b)
obtaining Canadian and United States regulatory approvals to market any of its development products;
 
c)
the ability to contract for the manufacture of the Company’s products according to schedule and within budget, given that it has no experience in large scale manufacturing;
 
d)
the ability to develop, implement and maintain appropriate systems and structures to market and operate within applicable regulatory, industry and legal guidelines;
 
e)
the ability to identify, negotiate and complete business development transactions (eg. the sale, purchase, or license of pharmaceutical products or services) with third parties;
 
f)
deriving material value from the Company’s interests in Apicore, which were acquired subsequent to May 31, 2014;
 
g)
the ability to successfully prosecute and defend its patents and other intellectual property; and
 
h)
the ability to successfully market the Company’s products including AGGRASTAT® given that it has limited resources.

If the Company does achieve profitability, it may not be able to sustain or increase profitability in the future.

The Company may be exposed to short-term liquidity risk.
 
To a certain extent the Company relies on trade credit, as well as cash from operations, term debt and equity issues to provide the necessary short-term financing to conduct the Company’s research and development activities, as well as its commercial operations.  Should suppliers and other creditors decline to extend short-term credit to the Company in the future, it may have a material adverse effect on the Company’s business prospects, financial results and financial condition.
 
Under current indebtedness levels the Company must meet its debt repayment obligations. Additionally, the Company may still be able to incur substantially more debt.  This could further exacerbate the risks associated with the Company’s substantial leverage.
 
On July 18,   2011, the Company borrowed $5,000,000 from the Government of Manitoba, under the Manitoba Industrial Opportunities Program, to assist with settling the Company’s long-term debt at that time.  The loan bears interest annually at the crown corporation borrowing rate plus two percent and matures on July 1, 2016.  The loan is payable interest only for the first 24 months, with blended principal and interest payments made monthly thereafter until maturity.  The loan is secured by the Company’s assets and guaranteed by the Chief Executive Officer of the Company and entities controlled by the Chief Executive Officer.  The Company must meet its debt repayment obligations and failure to do so could cause the lender to demand on its security on the Company's long-term debt.  The Company has made all payments to date in relation to this indebtedness, however there is no certainty that the Company will be able to continue servicing the debt once principal repayments are required.  Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest only with principal repayments now beginning on August 1, 2015 and the loan maturing on July 1, 2018.
 
 
 
14

 
 
 
Despite current indebtedness levels, the Company may still be able to incur substantial additional indebtedness in the future.

The Company may never receive regulatory approval in Canada, the United States or abroad for any of its products in development.  Therefore, the Company may not be able to sell any therapeutic products currently under development.

The Company’s failure to obtain necessary regulatory approvals to fully market its current and future development stage products in one or more significant markets may adversely affect its business, financial condition and results of operations.  The process involved in obtaining regulatory approval from the competent authorities to market therapeutic products is long and costly and may delay product development.  The approval to market a product may be applicable to a limited extent only or it may be refused entirely.

With the exception of AGGRASTAT®, all of the Company’s products are currently in the research and development stages.  The Company may never have another commercially viable drug product approved for marketing.  To obtain regulatory approvals for its products and to achieve commercial success, human clinical trials must demonstrate that the products are safe for human use and that they show efficacy.  Unsatisfactory results obtained from a particular study or clinical trial relating to one or more of the Company’s products may cause the Company to reduce or abandon its commitment to that program.

If the Company fails to successfully complete its clinical trials, it will not obtain approval from the U.S. Food and Drug Administration (“FDA”) and other international regulatory agencies, to market its leading products.  Regulatory approvals also may be subject to conditions that could limit the market its products can be sold in or make either products more difficult or expensive to sell than anticipated.  Also, regulatory approvals may be revoked at any time for various reasons, including for failure to comply with regulatory requirements or poor performance of its products in terms of safety and effectiveness.

The Company’s business, financial condition and results of operations may be adversely affected if it fails to obtain regulatory approvals in Canada, the United States and abroad to market and sell its current or future drug products, including any limitations imposed on the marketing of such products.

If the Company fails to acquire and develop additional product candidates or approved products, it will impair the Company’s ability to grow its business and to increase value for shareholders.
 
The Company generates product revenue only from AGGRASTAT®.  A component of the Company’s plan to generate additional revenue is its intention to develop and/or to acquire or license, and then develop and market, additional product candidates or approved products. The success of this growth strategy depends upon the Company’s ability to identify, select and acquire or license pharmaceutical products that meet the criteria it has established.  Due to the fact the Company has limited financial capacity and limited value in its equity, relative to other companies in the industry, it has a limited number of product opportunities to choose from.  Moreover, the Company’s ability to research and develop its own, or other acquired/licensed products, is limited by the extent of its internal scientific research capabilities. In addition, proposing, negotiating and implementing an economically viable acquisition or license is a lengthy and complex process. Other companies, including those with substantially greater financial, marketing and sales resources, may compete with the Company for the acquisition or license of product candidates and approved products. The Company may not be able to acquire or license the rights to additional product candidates and approved products on terms that it finds acceptable, or at all.
 
 
 
15

 

 
The Company may not receive regulatory approval in the United States to further expand or otherwise improve the approved indications and/or dosing information contained within AGGRASTAT®’s prescribing information.  Therefore, the Company may not be able to materially increase the sales of AGGRASTAT®.

In fiscal 2014 the Company was able to obtain revisions to AGGRASTAT®’s prescribing information and these revisions have had a positive, material impact on sales of AGGRASTAT®.  The Company believes that further expanded indications and dosing regimens will put the Company in a better position to maximize the revenue potential for AGGRASTAT®.  To make such changes, the Company may need to conduct appropriate clinical trials, obtain positive results from those trials, or otherwise provide support in order to obtain regulatory approval for such proposed indications and dosing regimens. The Company’s failure to obtain additional regulatory approvals from the FDA to expand or otherwise improve the approved indications and/or dosing information contained within AGGRASTAT®’s prescribing information may adversely affect its business, financial condition and results of operations.  The process involved in obtaining such regulatory approval is long and costly and may require additional investments that may not be reasonably achievable by the Company.  The regulatory authorities have substantial discretion in the approval process and may refuse to accept any application. Varying interpretations of the data obtained from pre-clinical and clinical testing could delay, limit or prevent regulatory approval of a new indication for a product.  Furthermore, the approval to modify the prescribing information may be applicable to a limited extent only or it may be refused entirely.

The current approved prescribing information for AGGRASTAT® does not include all of the therapeutic indications provided for in the prescribing information of its competitors.  Moreover, the prescribing information does not include all of the dosing information and therapeutic indications for which a physician may wish to use the product.  Although health care professionals may utilize a product at doses and for indications outside of the approved prescribing information, the Company is prohibited from promoting such uses.

To obtain regulatory approvals to modify the prescribing information, the Company must supply sufficient information supporting the safety and efficacy of such uses to the FDA, which in turn must review and deem this information to be sufficient to modify the label in the agreed upon fashion. Unsatisfactory or insufficient results obtained from any particular study or clinical trial relating to the Company’s products may cause the Company to reduce or abandon its efforts to expand or otherwise improve the approved indications and/or dosing information contained within AGGRASTAT®’s prescribing information.

If the Company does not comply with federal, state and foreign laws and regulations relating to the health care business, it could face substantial penalties.
 
 
 
16

 
 
The Company and its customers are subject to extensive regulation by the United States federal government, and the governments of the states in which the business is conducted. In the United States, the laws that directly or indirectly affect the Company’s ability to operate its business include the following:
 
·
the Federal Anti-Kickback Law, which prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce either the referral of an individual or furnishing or arranging for a good or service for which payment may be made under federal health care programs such as Medicare and Medicaid;
·
other Medicare laws and regulations that prescribe the requirements for coverage and payment for services performed by the Company’s customers, including the amount of such payment;
·
the Federal False Claims Act, which imposes civil and criminal liability on individuals and entities who submit, or cause to be submitted, false or fraudulent claims for payment to the government;
·
the Federal False Statements Act, which prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with delivery of or payment for health care benefits, items or services; and
·
various state laws that impose similar requirements and liability with respect to state healthcare reimbursement and other programs.

If the Company’s operations are found to be in violation of any of the laws and regulations described above or any other law or governmental regulation to which the Company or its customers are or will be subject, the Company may be subject to civil and criminal penalties, damages, fines, exclusion from the Medicare and Medicaid programs and the curtailment or restructuring of its operations. Similarly, if the Company’s customers are found to be non-compliant with applicable laws, they may be subject to sanctions, which could also have a negative impact on the Company. Any penalties, damages, fines, curtailment or restructuring of the Company’s operations would adversely affect its ability to operate its business and financial results. Any action against the Company for violation of these laws, even if the Company is able to successfully defend against it, could cause it to incur significant legal expenses, divert management’s attention from the operation of the business and damage the Company’s reputation.

Due to the fact a significant amount of the use of AGGRASTAT® is outside of the FDA approved indications contained within AGGRASTAT®’s prescribing information, the Company may be at a greater risk than another pharmaceutical company would be whose products are predominantly used within the approved prescribing information.

AGGRASTAST competes with a variety of drugs, which may limit the use of AGGRASTAT® and adversely affect the Company’s revenue.
 
Due to the incidence and severity of cardiovascular diseases, the market for anticoagulant and antiplatelet therapies is large and competition is intense. There are a number of anticoagulant and antiplatelet drugs currently on the market, awaiting regulatory approval or in development, including orally administered agents. AGGRASTAT® competes with, or may compete with in the future, these drugs to the extent AGGRASTAT® and any of these drugs are approved for the same or similar indications.
 
AGGRASTAT® competes primarily with other platelet inhibitors, in particular the other GP IIb/IIIa inhibitors, ReoPro (abciximab) (sold by Eli Lilly and Company) and Integrilin (eptifibatide) (sold by Merck & Co., Inc.).  It also competes with a number of oral platelet inhibitors, which can be used alone or in conjunction with anticoagulants, most notably with heparin (sold generically by a number of companies) and it is anticipated that new injectable platelet inhibitors (eg. cangrelor, being developed by The Medicines Company, Inc.) may become available during fiscal 2015 that would also compete directly with AGGRASTAT®.  In addition, some alternative methods of treatment, such as the use of  Angiomax (bivalirudin) (sold by The Medicines Company, Inc.), also compete with AGGRASTAT®.  These competitors are all marketed by large pharmaceutical companies with significantly more resources and experience than the Company.  In the majority of hospitals in the United States AGGRASTAT® is not available on the hospital formulary and it can be very difficult and time consuming to have AGGRASTAT® added to formulary for use by health care professionals.  In many cases, the other treatment approaches may have FDA approval for dosing regimens and/or therapeutic indications that are outside of AGGRASTAT®’s approved prescribing information.  The risk of bleeding associated with AGGRASTAT® may cause physicians to choose an alternative therapy.  In some circumstances, AGGRASTAT® competes with other drugs for the use of hospital financial resources. Although AGGRASTAT® is positioned as a relatively low cost therapy, in certain circumstances, other treatment approaches are lower cost and may for this reason be preferred by health care professionals, in particular where oral antiplatelet agents are deemed suitable.
 
 
 
17

 

 
The Company may not be able to hire or retain the qualified scientific, technical and management personnel it requires.

The Company’s business prospects and operations depend on the continued contributions of certain of the Company’s executive officers and other key management and technical personnel, certain of whom would be difficult to replace.

The Company’s subsidiary, Medicure International, Inc., has a contract with CanAm Bioresearch Inc. (“CanAm”) to perform for it a significant amount of its research and development activities.  Because of the specialized scientific nature of the Company’s business, the loss of services of CanAm may require the Company to attract and retain replacement qualified scientific, technical and management personnel.  Competition in the biotechnology industry for such personnel is intense and the Company may not be able to hire or retain a sufficient number of qualified personnel, which may compromise the pace and success of its research and development activities.

Also, certain of the Company’s management personnel are officers and/or directors of other companies, some publicly-traded, and will only devote part of their time to the Company.  Although the Company has key person insurance for Dr. Albert Friesen, Chief Executive Officer, the Company does not have key person insurance in effect in the event of a loss of any other management, scientific or other key personnel.  The loss of the services of one or more of the Company’s current executive officers or key personnel or the inability to continue to attract qualified personnel could have a material adverse effect on the Company’s business prospects, financial results and financial condition.

The Company faces substantial technological competition from many biotechnology and pharmaceutical companies with much greater resources, and it may not be able to effectively compete.

Technological and scientific competition in the pharmaceutical and biotechnology industry is intense.  The Company competes with other companies in Canada, the United States and abroad to develop products designed to treat similar conditions.  Many of these other companies have substantially greater financial, technical and scientific research and development resources, manufacturing and production and sales and marketing capabilities than the Company.  Small companies may also prove to be significant competitors, whether acting independently or through collaborative arrangements with large pharmaceutical and biotechnology companies.  Developments by other companies may adversely affect the competitiveness of the Company’s products or technologies or the commitment of its research and marketing collaborators to its programs or even render its products obsolete.
 
 
 
18

 
 
 
The pharmaceutical and biotechnology industry is characterized by extensive drug discovery and drug research efforts and rapid technological and scientific change.  Competition can be expected to increase as technological advances are made and commercial applications for biopharmaceutical products increase.  The Company’s competitors may use different technologies or approaches to develop products similar to the products which it is developing, or may develop new or enhanced products or processes that may be more effective, less expensive, safer or more readily available before or after the Company obtains approval of its products.  The Company may not be able to successfully compete with its competitors or their products and, if it is unable to do so, the Company’s business, financial condition and results of operations may suffer.

The Company may be unable to establish collaborative and commercial relationships with third parties.

The Company’s success may depend to some extent on its ability to enter into and to maintain various arrangements with corporate partners, licensors, licensees and others for the research, development, clinical trials, manufacturing, marketing, sales and commercialization of its products. These relationships are crucial to the Company’s intention to license to or contract with other pharmaceutical companies for the manufacturing, marketing, sales and/or distribution of any its current or future products.  There can be no assurance that any licensing or other agreements will be established on favourable terms, if at all. The failure to establish successful collaborative arrangements may negatively impact the Company’s ability to develop and commercialize its products, and may adversely affect its business, financial condition and results of operations.

The Company is currently dependent on its remaining inventory of its sole commercial product, AGGRASTAT®   and does not have regulatory approvals in place for a new supplier of raw material used in the manufacture of AGGRASTAT®.  In addition, the Company needs to extend its manufacturing agreement with its final product manufacturer, or find a new finished product manufacturer.
 
During fiscal 2012, the Company’s subsidiary, Medicure International, Inc., acquired a significant quantity of the raw material used in the manufacture of AGGRASTAT®   and terminated its supply contract with its sole supplier of the raw material for AGGRASTAT®.  In addition, Medicure International, Inc. sold drug substance from inventory on hand to a third party.  Also during fiscal 2012, Medicure International engaged and initiated work with a contract manufacturing organization to establish a new source of the raw material for AGGRASTAT®. This work with a contract manufacturing organization continued through fiscal 2014.
 
The Company’s subsidiary, Medicure Pharma, Inc., has a third party manufacturer of the final product AGGRASTAT®   and that supply arrangement will expire on July 1, 2015.  Although the Company is working to obtain an extension to this arrangement, there is risk that no such extension will be obtained.  In such an event, or if the Company so chooses, the Company may move to a new manufacturer of final product.  Although the Company believes that the inventory of final product made by this manufacturer in calendar years 2014 and 2015 will be sufficient to fulfill commercial demand needs until a new final product manufacturer is established, this cannot be assured.
 
If either the supply of raw material or the final product manufacturing agreement for AGGRASTAT® is terminated or interrupted, or if the Company and its subsidiaries are unable to establish new or maintain existing third party manufacturers, or if the inventories of AGGRASTAT®   currently held are contaminated or otherwise lost, and the Company is unable to obtain a replacement supplier or manufacturer, it could have a material adverse effect on the Company’s business prospects, financial results and financial condition.
 
 
 
19

 
 
 
If Apicore encounters unanticipated challenges during the next two years, the Company may be obligated to help fund the resolution of these matters through the purchase of shares of Apicore.
 
One aspect of the Apicore Transaction completed subsequent to May 31, 2014, is that Medicure has a contractual obligation to help fund the resolution of certain specified problems if they are encountered before July 3, 2016.  The specified mechanism for Medicure to fulfill this obligation is through the purchase of a portion of the equity of Apicore at a specified price per share, with such price being a discount to the price paid by Signet Healthcare for its investment in Apicore pursuant to the Apicore Transaction.  This equity purchase obligation is capped, not to exceed US $5 million, and if such an equity purchase is made, it would result in a pro-rata reduction in the cost of Medicure acquiring full ownership of Apicore, should Medicure so desire to proceed as contemplated in the Apicore Transaction.

Although the occurrence of any of the specified problems that would precipitate such a purchase is not anticipated by the Company, there is a risk that it will be required, and that the specified purchase price would be above the then relevant valuation of Apicore.  Moreover, Medicure may not have the available cash resources to fulfill such an obligation, and may be required to conduct its own equity financing, redirect finances away from other Company activities, or conduct some other financing activity that would otherwise not have been necessary.  In these and other ways, the equity purchase obligation may have a material negative impact on the Company.

The Company’s ownership in Apicore, which was acquired under the Apicore Transaction completed subsequent to May 31, 2014, may never bring material benefit to the Company.

The business of Apicore is that of a manufacturer of active pharmaceutical ingredients and the development of abbreviated new drug applications.  Although it is part of the same, overall pharmaceutical industry in which the Company is engaged, Apicore’s specific sector and field of business faces its own unique set of risks and uncertainties, which include, but are not limited to, an intensely competitive environment, strict and changing government and FDA regulations on drug manufacturers, litigation risks associated with the manufacture of drugs for human use, high fixed costs of operations, and many of the other risks outlined in more detail herein.  Because the Company is only a minority (<10%) owner of Apicore and the value such ownership interest is not a primary asset of the Company, this Form 20F does not attempt to identify all of the risks and uncertainties of Apicore.  However, it is important for the Company’s investors and shareholders to understand that the value of the Company’s ownership in Apicore is itself subject to, and could be materially impaired by, a number of other risks and uncertainties not described in this Form 20F.

The Company may fail to obtain acceptable prices or appropriate reimbursement for its products and its ability to successfully commercialize its products may be impaired as a result.
 
Government and insurance reimbursements for healthcare expenditures play an important role for all healthcare providers, including physicians, medical device companies, pharmaceutical companies, medical supply companies, and companies, such as the Company, that offer or plan to offer various products in the United States and other countries. The Company’s ability to earn sufficient returns on its products will depend in part on the extent to which reimbursement for the costs of such products, related therapies and related treatments will be available from government health administration authorities, private health coverage insurers, managed care organizations, and other organizations. In the United States, the Company’s ability to have its products and related treatments and therapies eligible for Medicare or private insurance reimbursement is and will remain an important factor in determining the ultimate success of its products. If, for any reason, Medicare or the insurance companies decline to provide reimbursement for the Company’s products and related treatments, the Company’s ability to commercialize its products would be adversely affected. There can be no assurance that the Company’s products and related treatments will be eligible for reimbursement.
 
 
 
20

 
 
 
There has been a trend toward declining government and private insurance expenditures for many healthcare items. Third-party payers are increasingly challenging the price of medical products and services.
 
If purchasers or users of the Company’s products and related treatments are not able to obtain appropriate reimbursement for the cost of using such products and related treatments, they may forgo or reduce such use. Even if the Company’s products and related treatments are approved for reimbursement by Medicare and private insurers, as is the case with AGGRASTAT®, the amount of reimbursement may be reduced at times, or even eliminated. This would have a material adverse effect on the Company’s business, financial condition, and results of operations.

Significant uncertainty exists as to the reimbursement status of newly approved healthcare products, and there can be no assurance that adequate third-party coverage will be available.

The Company does not have significant manufacturing experience and has limited marketing resources and may never be able to successfully manufacture or market certain of its products.

The Company has limited experience in commercial manufacturing and has limited resources for marketing or selling its products.  The Company may never be able to successfully manufacture and market certain of its products.  If any other of its development products are approved for sale, the Company intends to contract with and rely on third parties to manufacture, and possibly also to market and sell its products.  Accordingly, the quality, timing and ultimately the commercial success of such products may be outside of the Company’s control.  Failure of or delay by a third party manufacturer of the Company’s products to comply with good manufacturing practices or similar quality control regulations or satisfy regulatory inspections may have a material adverse effect on its future prospects.  Failure of or delay by a third party in the marketing or selling of the Company’s products or failure of the Company to successfully market and sell such products likewise may have a material adverse effect on its future prospects.

The Company has limited product liability insurance and may not be able to obtain adequate product liability insurance in the future.

The sale and use of the Company’s commercial and development products, and the conduct of clinical studies involving human subjects, entails product and professional liability risks that are inherent in the testing, production, marketing and sale of new drugs to humans.  While the Company has taken, and will continue to take, what it believes are appropriate precautions, there can be no assurance that it will avoid significant liability exposure. Although the Company currently carries product liability insurance for clinical trials, there can be no assurance that it has sufficient coverage, or can in the future obtain sufficient coverage at a reasonable cost. An inability to obtain insurance on economically feasible terms or to otherwise protect against potential product liability claims could inhibit or prevent the commercialization of products developed by the Company.  The obligation to pay any product liability claim or recall for a product may have a material adverse effect on its business, financial condition and future prospects.  In addition, even if a product liability claim is not successful, adverse publicity and the time and expense of defending such a claim may significantly interfere with the Company’s business.
 
 
 
21

 
 
 
If the Company is unable to successfully protect its proprietary rights, its competitive position will be adversely affected.

The patent positions of pharmaceutical companies are generally uncertain and involve complex legal, scientific and factual issues. The Company’s success depends significantly on its ability to:

 
·
obtain and maintain U.S. and foreign patents, including defending those patents against adverse claims;
 
·
secure patent term extensions for the patents covering its approved products;
 
·
protect trade secrets;
 
·
operate without infringing the proprietary rights of others; and
 
·
prevent others from infringing its proprietary rights.

The Company’s success will depend to a significant degree on its ability to obtain and protect its patents and protect its proprietary rights in unpatented trade secrets.

The Company owns or jointly owns numerous patents from the United States Patent Office and other jurisdictions.  The Company has additional pending United States patent applications along with applications pending in other jurisdictions.  The Company’s pending and any future patent applications may not be accepted by the United States Patent and Trademark Office or any other jurisdiction in which applications may be filed.  Also, processes or products that may be developed by the Company in the future may not be patentable.  Errors or ill-advised decisions by Company staff and/or contracted patent agents may also affect the Company’s ability to obtain or maintain valid patent protection.

The patent protection afforded to biotechnology and pharmaceutical companies is uncertain and involves many complex legal, scientific and factual questions.  There is no clear law or policy involving the degree of protection afforded under patents.  As a result, the scope of patents issued to the Company may not successfully prevent third parties from developing similar or competitive products.  Competitors may develop similar or competitive products that do not conflict with the Company’s patents.  Litigation may be commenced by the Company to prevent infringement of its patents.  Litigation may also commence against the Company to challenge its patents that, if successful, may result in the narrowing or invalidating of such patents.  It is not possible to predict how any patent litigation will affect the Company’s efforts to develop, manufacture or market its products.  However, the cost of litigation to prevent infringement or uphold the validity of any patents issued to the Company may be significant, in which case its business, financial condition and results of operations may suffer.  Patents provide protection for only a limited period of time, and much of such time can occur well before commercialization commences.

The U.S. Congress is considering patent reform legislation. In addition, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. This combination of events has created uncertainty with respect to the value of patents, once obtained, and the Company’s ability to obtain patents in the future. Depending on decisions by the U.S. Congress, the federal courts, and the United States Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that would weaken the Company’s ability to obtain new patents or to enforce its existing patents and patents that it might obtain in the future.

Disclosure and use of the Company’s proprietary rights in unpatented trade secrets not otherwise protected by patents are generally controlled by written agreements.  However, such agreements will not provide the Company with adequate protection if they are not honoured, others independently develop an equivalent technology, disputes arise concerning the ownership of intellectual property, or its trade secrets are disclosed improperly.  To the extent that consultants or other research collaborators use intellectual property owned by others in their work with the Company, disputes may also arise as to the rights to related or resulting know-how or inventions.
 
 
 
22

 
 
 
Others could claim that the Company infringes on their proprietary rights, which may result in costly, complex and time consuming litigation.

The Company’s success will depend partly on its ability to operate without infringing upon the patents and other proprietary rights of third parties.  The Company is not currently aware that any of its products or processes infringes the proprietary rights of third parties.  However, despite its best efforts, the Company may be sued for infringing on the patent or other proprietary rights of third parties at any time in the future.

Such litigation, with or without merit, is time-consuming and costly and may significantly impact the Company’s financial condition and results of operations, even if it prevails.  If the Company does not prevail, it may be required to stop the infringing activity or enter into a royalty or licensing agreement, in addition to any damages it may have to pay.  The Company may not be able to obtain such a license or the terms of the royalty or license may be burdensome for it, which may significantly impair the Company’s ability to market its products and adversely affect its business, financial condition and results of operations.

The Company is subject to stringent governmental regulation, in the future may become subject to additional regulations and if it is unable to comply, its business may be materially harmed.

Biotechnology, medical device, and pharmaceutical companies operate in a high-risk regulatory environment. The FDA and other national health agencies can be very slow to approve a product and can also withhold product approvals. In addition, these health agencies also oversee many other medical product operations, such as research and development, manufacturing, and testing and safety regulation of medical products. As a result, regulatory risk is normally higher than in other industry sectors.

The Company is or may become subject to various federal, provincial, state and local laws, regulations and recommendations.  The Company is subject to various laws and regulations in Canada, relating to product emissions, use and disposal of hazardous or toxic chemicals or potentially hazardous substances, infectious disease agents and other materials, and laboratory and manufacturing practices used in connection with its research and development activities.  If the Company fails to comply with these regulations, it may be fined or suffer other consequences that could materially affect its business, financial condition or results of operations.

The pharmaceutical sales and marketing industry within which the Company operates is a complex legal and regulatory environment.  The failure to comply with applicable laws, rules and regulations may result in civil and criminal legal proceedings.  As those rules and regulations change or as governmental interpretation of those rules and regulations evolve, prior conduct may be called into question.  The Company may become subject of federal and/or state governmental investigations into pricing, marketing, and reimbursement of its prescription drug product.  Any such investigation could result in related restitution or civil litigation on behalf of the federal or state governments, as well as related proceedings initiated against the Company by or on behalf of consumers and private payers.  Such proceedings may result in trebling of damages awarded or fines in respect of each violation of law.  Criminal proceedings may also be initiated against the Company.  Any of these consequences could materially and adversely affect the Company’s financial results.
 
 
 
23

 
 
 
The Company is unable to predict the extent of future government regulations or industry standards. However, it should be assumed that government regulations or standards will increase in the future.  New regulations or standards may result in increased costs, including costs for obtaining permits, delays or fines resulting from loss of permits or failure to comply with regulations.

The Company’s products may not gain market acceptance, and as a result it may be unable to generate significant revenues.

Except with respect to AGGRASTAT®, the Company does not currently have the required manufacturing capabilities, clinical data and regulatory approvals necessary to successfully market its products under development in any jurisdiction; future clinical or preclinical results may be negative or insufficient to allow it to successfully market any of its products under development; and obtaining needed data and results may take longer than planned, and may not be obtained at all.

Even if the Company’s products under development are approved for sale, they may not be successful in the marketplace. Market acceptance of any of the Company’s products will depend on a number of factors, including demonstration of clinical effectiveness and safety; the potential advantages of its products over alternative treatments; the availability of acceptable pricing and adequate third-party reimbursement; and the effectiveness of marketing and distribution methods for the products.  Providers, payors or patients may not accept the Company’s products, even if they prove to be safe and effective and are approved for marketing by the FDA and other national regulatory authorities.  The Company anticipates that it will take many years before its initial products may be sold commercially.  If the Company’s products do not gain market acceptance among physicians, patients, and others in the medical community, its ability to generate significant revenues from its products would be limited.

The Company may not achieve its projected development goals in the time frames it announces and expects.

The Company sets goals for and may from time to time make public statements regarding timing of the accomplishment of objectives related to AGGRASTAT® and/or its products under development, that are material to the Company’s success, such as the commencement and completion of clinical trials, anticipated regulatory approval dates, and timing of product launch. The actual timing of these events can vary dramatically due to factors such as delays or failures in the Company’s clinical trials, the uncertainties inherent in the regulatory approval process, and delays in achieving product development, manufacturing or marketing milestones necessary to commercialize its products. There can be no assurance that the Company’s clinical trials will be completed, that it will make regulatory submissions or receive regulatory approvals as planned, or that it will be able to adhere to its current schedule for the scale-up of manufacturing and launch of any of its products. If the Company fails to achieve one or more of these milestones as planned, that could materially affect its business, financial condition or results of operations and the price of its common shares could decline.

The Company’s business involves the use of hazardous material, which requires it to comply with environmental regulations.

The Company’s research and development processes and commercial activities may involve the controlled storage, use, and disposal of hazardous materials and hazardous biological materials. The Company is subject to laws and regulations governing the use, manufacture, storage, handling, and disposal of such materials and certain waste products. Although the Company believes that its safety procedures for handling and disposing of such materials comply with the standards prescribed by such laws and regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, the Company could be held liable for any damages that result, and any such liability could exceed its resources. There can be no assurance that the Company will not be required to incur significant costs to comply with current or future environmental laws and regulations, or that its business, financial condition, and results of operations will not be materially or adversely affected by current or future environmental laws or regulations.
 
 
 
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The Company’s insurance may not provide adequate coverage with respect to environmental matters.

Environmental regulations could have a material adverse effect on the results of the Company’s operations and its financial position.

The Company is subject to a broad range of environmental regulations imposed by federal, state, provincial, and local governmental authorities. Such environmental regulation relates to, among other things, the handling and storage of hazardous materials, the disposal of waste, and the discharge of contaminants into the environment. Although the Company believes that it is in material compliance with applicable environmental regulation, as a result of the potential existence of unknown environmental issues and frequent changes to environmental regulation and the interpretation and enforcement thereof, there can be no assurance that compliance with environmental regulation or obligations imposed thereunder will not have a material adverse effect on the Company in the future.

The Company operates in an industry that is more susceptible to legal proceedings. The Company may become involved in litigation.

The Company operates in an industry consisting of firms that are more susceptible to legal proceedings than firms in other industries, due to the uncertainty and complex regulatory environment involved in the development and sale of pharmaceuticals. The Company intends to vigorously defend such actions if and when they arise. Defense and prosecution of legal claims can be expensive and time consuming, may adversely affect the Company regardless of the outcome due to the diversion of financial, management and other resources away from the Company’s primary operations, and could impact the Company’s ability to continue as a going concern in the longer term. In addition, a negative judgment against the Company, even if the Company is planning to appeal such a decision, or even a settlement in a case, could negatively affect the cash reserves of the Company, and could have a material negative effect on the development and sale of its products.

Indemnification obligations to the Company’s directors and senior management may adversely affect its financial condition.

The Company has entered into agreements pursuant to which it will indemnify the directors and senior management in respect of certain claims made against them while acting in their capacity as such. If the Company is called upon to perform its indemnity obligations, the Company’s financial condition will be adversely affected. The Company is not currently aware of any matters pending or under consideration that may result in indemnification payments to any of its present or former directors or senior management.

The Company is exposed to foreign exchange movements since the majority of its commercial sales operations are denominated in U.S. currency.

The majority of the Company’s sales revenues and a substantial portion of its selling, general and administrative expenses are denominated in U.S. dollars.  The Company does not utilize derivatives, such as foreign currency forward contracts and futures contracts, to manage its exposure to currency risk and as a result a change in the value of the Canadian dollar against the U.S. dollar could have a negative impact on the Company’s business prospects, financial results and financial condition.
 
 
 
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The Company may need to raise additional capital through the sale of its securities, resulting in dilution to its existing shareholders.  Such funds may not be available, or may not be available on reasonable terms, adversely affecting the Company’s operations.

The Company has limited financial resources and has historically financed much of its operations through the sale of securities, primarily common shares.  The Company has significant on-going cash expenses and limited ability to generate cash from operations.  To meet its on-going cash needs the Company may need to rely on the taking on of additional debt and/or the sale of such securities for future financing, resulting in dilution to its existing shareholders. The Company’s long-term capital requirements may be notably significant and will depend on many factors, including continued scientific progress in its product discovery and development program, revenue, progress in the maintenance and expansion of its sales and marketing capabilities, progress in its pre-clinical and clinical evaluation of products and product candidates, time and expense associated with filing, prosecuting and enforcing its patent claims and costs associated with obtaining regulatory approvals.  In order to meet such capital requirements, the Company will consider contract fees, collaborative research and development arrangements, debt financing, public financing or additional private financing (including the issuance of additional equity securities) to fund all or a part of particular programs.

The Company’s business, financial condition and results of operations will depend on its ability to obtain additional financing which may not be available under favourable terms, if at all.  The Company’s ability to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as its business performance.  Where additional financing is available, the Company may be required to obtain approval from the Company’s shareholders.  Such approval may not be provided.  The Company has not completed a financing through sale of its securities since fiscal 2008.

The Company is exposed to risks given its significant dependence on revenue from the sale of its sole commercial product, AGGRASTAT®.

The Company has limited financial resources and is largely dependent upon revenue from the sale of its sole commercial product, AGGRASTAT®. The Company has significant on-going cash expenses, including commitments to advance research and development programs; however, the Company has limited ability to generate cash from other sources, such as financing through the sale of equity.

If revenue from the sale of AGGRASTAT® is not maintained or increased, the Company may have to reduce substantially or eliminate expenditures for research and development, testing, production and marketing of its proposed products, or obtain funds through arrangements with corporate partners that require it to relinquish rights to certain of its technologies, assets or products.

Future issuance of the Company’s common shares will result in dilution to its existing shareholders.  Additionally, future sales of the Company’s common shares into the public market may lower the market price which may result in losses to its shareholders.

As of May 31, 2014, the Company had 12,199,841 common shares issued and outstanding.  A further 1,418,019 common shares are issuable upon exercise of outstanding stock options and another 66,667 common shares are issuable upon exercise of share purchase warrants, all of which may be exercised in the future resulting in dilution to the Company’s shareholders.  The Company’s stock option plan allows for the issuance of stock options to purchase up to a maximum of 15% of the outstanding common shares at any time.
 
 
 
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By Articles of Amendment filed by the Company under the Canada Business Corporations Act on November 1, 2012, a consolidation of shares was completed to reduce the total number of outstanding shares.  However, as described above, the Company has limited financial resources and may from time to time be required to finance its operations through the sale of equity securities.  In addition, it may be required to issue equity securities as consideration for services or asset acquisition transactions.  Sales of substantial amounts of the Company’s common shares into the public market, or even the perception by the market that such sales may occur, may lower the market price of its common shares.
 
The Company’s common shares may experience extreme price and volume volatility which may result in losses to its shareholders.
 
The Company’s common shares historically have been subject to extreme price and volume volatility.  For example, during the period from June 1, 2013 to May 31, 2014, the high and low closing trading prices of the Company’s common shares were CDN$3.15 and CDN$0.10, respectively, with a total trading volume of 4,766,914 shares.  Daily trading volume on the TSX of the Company’s common shares for the period from June 1, 2013 to May 31, 2014 has fluctuated, with a high of 442,013 shares and a low of nil   shares, averaging approximately 19,068 shares per trading day.
 
The Company expects that the trading price of its common shares will continue to be subject to wide fluctuations in response to a variety of factors including announcement of material events by the Company, such as the status of required regulatory approvals for its products, competition by new products or new innovations, fluctuations in its operating results, general and industry-specific economic conditions and developments pertaining to patent and proprietary rights.  The trading price of the Company’s common shares may be subject to wide fluctuations in response to a variety of factors and/or announcements concerning such factors, including:

 
·
actual or anticipated period-to-period fluctuations in financial results;
 
 
·
litigation or threat of litigation;
 
 
·
failure to achieve, or changes in, financial estimates of individual investors and/or by securities analysts;
 
 
·
new or existing products or services or technological innovations by the Company or its competitors;
 
 
·
comments or opinions by securities analysts or major shareholders;
 
 
·
conditions or trends in the pharmaceutical, biotechnology and life science industries;
 
 
·
significant acquisitions, strategic partnerships, joint ventures or capital commitments;
 
 
·
results of, and developments in, the Company’s research and development efforts, including results and adequacy of, and developments in, its clinical trials and applications for regulatory approval;
 
 
·
additions or departures of key personnel;
 
 
·
sales of the Company’s common shares, including by holders of the notes on conversion or repayment by the Company in common shares;
 
 
 
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·
economic and other external factors or disasters or crises;
 
 
·
limited daily trading volume; and
 
 
·
developments regarding the Company’s patents or other intellectual property or that of its competitors.
 
In addition, the securities markets in the United States and Canada have recently experienced a high level of price and volume volatility, and the market price of securities of biotechnology companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.

There may not be an active, liquid market for the Company’s common shares.
 
On March 26, 2010, the Company’s common shares were delisted from the TSX due to the Company’s inability to meet continued listing requirements.  On March 29, 2010, the Company’s common shares commenced trading on the NEX board of the TSX-V under the symbol “MPH.H”.  The shares continued trading on the NEX until October 21, 2011, at which time the trading of the Company’s shares was transferred to the TSX-V under the symbol “MPH”.

The Company’s shares ceased trading on the American Stock Exchange (later called NYSE Amex and now called NYSE MKT) effective July 3, 2008.

There is no guarantee that an active trading market for the Company’s common shares will be maintained on the TSX-V.  Investors may not be able to sell their shares quickly or at the latest market price if trading in its common shares is not active.

If there are substantial sales of the Company’s common shares, the market price of its common shares could decline.
 
Sales of substantial numbers of the Company’s common shares could cause a decline in the market price of its common shares.  Any sales by existing shareholders or holders of options or warrants may have an adverse effect on the Company’s ability to raise capital and may adversely affect the market price of its common shares.
 
The Company has no history of paying dividends, does not intend to pay dividends in the foreseeable future and may never pay dividends.

Since incorporation, the Company has not paid any cash or other dividends on its common shares and does not expect to pay such dividends in the foreseeable future as all available funds will be invested to finance the growth of its business.  The Company will need to achieve profitability prior to any dividends being declared, which may never happen.

If the Company is classified as a “passive foreign investment Company” for United States income tax purposes, it could have significant and adverse tax consequences to United States holders of its common shares.
 
Company does not believe that it was a “passive foreign investment Company” for the taxable year ended May 31, 2014, and does not expect that it will be a “passive foreign investment Company” (PFIC) for the taxable year ending May 31, 2015.  (See more detailed discussion in Item 10E – Taxation )  However, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its “passive foreign investment Company” status or that the Company will not be a “passive foreign investment Company” for the current taxable year or any subsequent taxable year.  Accordingly, although the Company expects that it may be a “Qualified Foreign Corporation” (QFC) for the taxable year ending May 31, 2015, there can be no assurances that the IRS will not challenge the determination made by the Company concerning its QFC status, that the Company will be a QFC for the taxable year ending May 31, 2015 or any subsequent taxable year, or that the Company will be able to certify that it is a QFC in accordance with the certification procedures issued by the Treasury and the IRS.
 
 
 
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The Company’s classification as a PFIC could have significant and adverse tax consequences for United States holders of its common shares.
 
The Company no longer has a shareholder rights plan.
 
During fiscal 2012, the Company allowed its shareholder rights plan to expire.  The provisions of such plan were intended to strengthen the ability of the Board of Directors to protect the Company's shareholders, and help ensure that the shareholders were treated fairly by limiting the ability of any person or group to seize control of the Company without appropriately compensating all of the Company’s shareholders.
 
Penny stock classification could affect the marketability of the Company's common shares and shareholders could find it difficult to sell their shares.
 
The penny stock rules in the United States require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.
 
Further, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These additional broker-dealer practices and disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company's common shares in the United States, and shareholders may find it more difficult to sell their shares.
 
Risks associated with material weaknesses within the Company’s financial reporting and review process
 
In connection with its review of the Company’s Internal Control over Financial Reporting, the Company has identified material weaknesses with the Company’s financial reporting and review process, involving the accounting and reporting for complex transactions, due to limited staff not allowing for appropriate reviews of such transactions.  Any failure to remediate the material weaknesses, to implement the required new or improved control, or difficulties encountered in the implementation, could cause the Company to fail to meet its reporting obligations on a timely basis or result in material misstatements in the annual or interim financial statements.  Inadequate internal control over financial reporting could also cause investors to lose confidence in the Company’s reported financial information, which could cause the Company’s stock price to decline.
 
 
 
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ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

On December 22, 1999, the Company was formed by the amalgamation of Medicure Inc. with Lariat Capital Inc. pursuant to the provisions of the Business Corporations Act (Alberta).  The Company was continued from Alberta to the federal jurisdiction by Certificate of Continuance issued pursuant to the provisions of the Canada Business Corporations Act on February 23, 2000.

The Company’s current legal and commercial name is Medicure Inc. and its current registered office is 30 th Floor, 360 Main Street, Winnipeg, Manitoba, Canada, R3C 4G1, Phone (204) 487-7412.  The Company’s head office is located at 2-1250 Waverley Street, Winnipeg, Manitoba, Canada, R3T 6C6.

In August 2006, the Company acquired the U.S. rights to its first commercial product, AGGRASTAT®   Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, Virgin Islands and Guam) for US$19,000,000.

In September 2007, the Company monetized a percentage of its current and potential future commercial revenues by entering into a debt financing agreement with Birmingham Associates Ltd. (Birmingham), an affiliate of Elliott Associates, L.P. (Elliott) for proceeds of US$25 million.

In February 2008, the Company announced that its pivotal Phase III MEND-CABG II clinical trials with MC-1 did not meet the primary endpoint and as a result was not sufficient to support the filings.  As a result, the Company announced a restructuring plan that resulted in the organization reducing its head count by approximately 50 employees and full-time consultants. The restructuring and downsizing in March 2008 conserved capital for ongoing operations.

Since March 2008, the Company has continued to focus on the sale and marketing of AGGRASTAT®.  The Company has also explored and implemented a number of cost savings measures and has further downsized its operations.    All these initiatives were initiated due to the restructuring plan announced towards the end of fiscal 2008.  These activities assisted in further reducing the Company’s use of capital, in particular its investment in research and development programs, but have moved forward certain programs on a limited and focused fashion such as the development and implementation of a new clinical, product and regulatory strategy for AGGRASTAT® and the ongoing Phase II clinical study of TARDOXAL TM .

The Company’s future operations are dependent upon its ability to grow sales of AGGRASTAT®, to develop and/or acquire new products, and/or secure additional capital, which may not be available under favourable terms or at all, and/or renegotiate the terms of its contractual commitments and long-term debt.

If the Company is unable to grow sales, develop and/or acquire new products, and/or raise additional capital and/or renegotiate the terms of its contractual commitments, management will consider other strategies including further cost curtailments, delays of research and development activities, asset divestures and/or monetization of certain intangible assets.

During fiscal 2012, the Company’s subsidiary, Medicure International, Inc., acquired a significant quantity of the raw material used in the manufacture of AGGRASTAT® and terminated its supply contract with its sole supplier of the raw material for AGGRASTAT®.  Also during fiscal 2012, Medicure International engaged and initiated work with a contract manufacturing organization to establish a new source of the raw material for AGGRASTAT®. This work with a contract manufacturing organization continued through fiscal 2014.
 
 
 
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The Company’s subsidiary, Medicure Pharma, Inc., has a third party manufacturer of the final product AGGRASTAT® and that supply arrangement will expire on July 1, 2015.  Although the Company is working to obtain an extension to this arrangement, there is risk that no such extension will be obtained.  Accordingly, the Company may be required to find a new manufacturer of final product.  Although the Company believes that the inventory of final product made by its existing manufacturer in calendar years 2014 and 2015 will be sufficient to fulfill commercial demand needs until a new final product manufacturer is established, this cannot be assured.

Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest only and principal repayments will begin on August 1, 2015 and the loan matures on July 1, 2018.

B. Business Overview

Plan of Operation

Medicure is a specialty pharmaceutical company engaged in the research, clinical development and commercialization of human therapeutics.  The Company’s primary operating focus is on the sale and marketing of its acute care cardiovascular drug, AGGRASTAT®  (tirofiban hydrochloride) owned by its subsidiary, Medicure International, Inc. and distributed in the United States and its territories through the Company’s U.S. subsidiary, Medicure Pharma, Inc.

The Company’s research and development program is primarily focused on developing and implementing  new regulatory, brand and life cycle management strategy for AGGRASTAT® and, secondly, on the clinical development of TARDOXAL TM for neurological disorders.  The Company also continues to explore certain other product opportunities.

Strategic changes made over recent years, coupled with focused capital conservation efforts, have assisted the Company in reducing its use of capital.  The Company's ability to continue in operation for the foreseeable future remains dependent upon the effective execution of its business development and strategic plans.

The ongoing focus of the Company and its primary asset of interest is AGGRASTAT®.  In parallel with the Company’s ongoing commitment to support the product, its valued customers and the continuing efforts of the commercial organization, the Company is in the process of developing and implementing a new regulatory, brand and life cycle management strategy for AGGRASTAT®.  The objective of this effort is to further expand AGGRASTAT®’s share of the estimated US $300 million (2013) glycoprotein IIb/IIIa (GP IIb/IIIa) inhibitor market. GP IIb/IIIa inhibitors are injectable platelet inhibitors used to treat acute coronary syndromes and related conditions and procedures.

To date, the Company has not consistently generated sufficient cash flow from operations to fund ongoing operational requirements, debt service obligations and cash commitments.  The Company has financed its operations principally through the net revenue received from the sale of AGGRASTAT®, sale of its equity securities, the issue of warrants and stock options, interest on excess funds held, a build up in accounts payable associated with a reliance on trade debt, and the issuance of debt.  During fiscal 2012, on July 18, 2011, the Company’s previously existing long-term debt was settled as described in note 9 to the accompanying financial statements. Management has forecast that contractual commitments and debt service obligations will exceed the Company's net cash flows and working capital during fiscal 2015.
 
 
 
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The Company’s future operations are dependent upon its ability to grow sales of AGGRASTAT®, to develop and/or acquire new products, and/or secure additional capital, which may not be available under favourable terms or at all, and/or renegotiate the terms of its contractual commitments.  If the Company is unable to grow sales, develop and/or acquire new products, and/or raise additional capital and/or renegotiate the terms of its contractual commitments, management will consider other strategies including further cost curtailments, delays of research and development activities, asset divestures and/or monetization of certain intangible assets.

Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest only with principal repayments now beginning on August 1, 2015 and the loan matures on July 1, 2018.

Subsequent to May 31, 2014, the Company acquired a minority interest in Apicore along with an option to acquire all of the remaining issued shares of Apicore within the next three years at a predetermined price.  The business and operations of Apicore are distinct from the Company, and the Company’s primary operating focus remains on the sale and marketing of AGGRASTAT®.  The Company intends to seek opportunities to increase the value of its minority position in Apicore, and believes that the potential realization of value through the exercise of its option to acquire all of the remaining issued shares of Apicore could benefit the Company’s shareholders.  As such, a modest amount of the Company’s energies and resources will be directed towards assisting and assessing Apicore’s ongoing operations.

Recent Developments
 
·
Amendment of MIOP Loan:
 
Effective August 1, 2013, the Company renegotiated its $5,000,000 secured loan from the Government of Manitoba, which was funded on July 18, 2011 under the Manitoba Industrial Opportunities Program, and received an additional two-year deferral of principal repayments. Under the renegotiated terms, the loan continues to be interest only with principal repayments now beginning on August 1, 2015 and the loan matures on July 1, 2018.
 
·
AGGRASTAT® Label Change
 
On October 11, 2013, the Company announced that the United States Food and Drug Administration (FDA) has approved the AGGRASTAT® (tirofiban HCl) high-dose bolus (HDB) regimen , as requested under Medicure's supplemental New Drug Application (sNDA). The AGGRASTAT® HDB regimen (25 mcg/kg over 3 minutes, followed by 0.15 mcg/kg/min) now becomes the recommended dosing for the reduction of thrombotic cardiovascular events in patients with non-ST elevated acute coronary syndrome (NSTE-ACS).
 
The ability of the AGGRASTAT® HDB bolus regimen to achieve greater than 90% platelet aggregation inhibition within ten minutes is seen as an important feature by interventional cardiologists in settings where rapid platelet inhibition is required for coronary intervention. The HDB regimen has been evaluated in more than 30 clinical studies totaling over 8,000 patients, and is recommended by the ACC/AHA/SAVI guidelines.
 
AGGRASTAT® currently has a 2% share of the approximately $300 million US glycoprotein (GP) IIb/IIIa inhibitor market, but continues to be the leading GP IIb/IIIa inhibitor outside of the US where the AGGRASTAT® HDB regimen has already been approved. The Company is currently enrolling patients in the SAVI-PCI study, which compares the AGGRASTAT® HDB regimen against Integrilin (eptifibatide) (Merck & Co., Inc.).
 
 
 
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·
Engagement of Knight Therapeutics (Knight) to Provide Advisory Services

On April 14, 2014, the Company announced it had entered into an arrangement with Knight Therapeutics Inc. (TSXV:GUD), under which Knight will provide advisory services to help advance Medicure’s U.S. specialty pharmaceutical business and corporate development initiatives.
 
·
Acquisition of Minority Interest in Pharmaceutical Manufacturer, Apicore

On July 3, 2014, the Company and its newly formed and wholly owned subsidiary, Medicure U.S.A. Inc. ("Medicure USA"), entered into an arrangement whereby they have acquired a minority interest in a pharmaceutical manufacturing business known as Apicore, along with an option to acquire all of the remaining issued shares within the next three years. Specifically, Medicure and Medicure USA have acquired a 6.09% equity interest (5.33% on a fully-diluted basis) in two newly formed holding companies of which Apicore LLC and Apicore US LLC will be wholly owned operating subsidiaries. The Company's equity interest and certain other rights, including the option rights were obtained by the Company for services provided in its lead role in structuring a US$22.5 million majority interest purchase and financing of Apicore. There was no cash outflow in connection with the acquisition of the minority interest in Apicore.
 
·
Grant of Stock Options

On July 7, 2014 the Company granted an aggregate of 332,300 options to certain directors, officers, employees, management company employees and consultants of the Company. Of these options, 92,300 are set to expire on the tenth anniversary of the date of grant, and 240,000 are set to expire on the fifth anniversary of the date of grant. All 332,300 options were issued at an exercise price of $1.90 per share.
 
·
Shares for Debt Settlement

On July 11, 2014, the Company announced that, subject to all necessary regulatory approvals, it has entered into shares for debt agreements with its Chief Executive Officer, Dr. Albert Friesen and certain members of the Board of Directors, pursuant to which the Company will issue 205,867 of its common shares at a deemed price of $1.98 per common share to satisfy $407,617 of outstanding amounts owing to CEO and members of the Company’s Board of Directors. To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.
 
·
Up-date on TARDOXAL TM and TEND-TD Study

On August 13, 2014, the Company announced that the preliminary results of its Phase IIa Clinical Trial, TARDOXALl TM for the Treatment of Tardive Dyskinesia (TEND-TD) showed a non-statistically significant improvement in the primary efficacy endpoint in patients treated with TARDOXAL TM . The Company views these preliminary results as supportive of continuing the program and developing a modified formulation as a prelude to a larger, confirmatory Phase II study.
 
 
 
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Commercial:

In fiscal 2007, the Company’s subsidiary, Medicure International, Inc., acquired the U.S. rights to its first commercial product, AGGRASTAT®, in the United States and its territories (Puerto Rico, Virgin Islands, and Guam).  AGGRASTAT®, a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome (ACS) including unstable angina (chest pain) (UA), which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction (MI).  AGGRASTAT® is indicated to reduce the rate of thrombotic cardiovascular events (combined endpoint of death, myocardial infarction, or refractory ischemia/repeat cardiac procedure) in patients with non-ST elevation acute coronary syndrome (NSTE-ACS). Under a contract with Medicure International, Inc., the Company’s subsidiary, Medicure Pharma, Inc., continues to support, market and distribute the product.  Through a services agreement with Medicure Inc., work related to AGGRASTAT® is primarily conducted by staff based in Winnipeg, Canada, with support from a small number of third party contractors.

Net revenue from the sale of finished AGGRASTAT® products for the year ended May 31, 2014 increased by 94% over the net revenue for the year ended May 31, 2013.  All of the Company’s sales are denominated in U.S. dollars.  Hospital demand for AGGRASTAT® increased significantly compared to the previous fiscal year.  The increase in revenue is primarily attributable to an increase in the number of new hospital customers using AGGRASTAT®.  The number of new customers reviewing and implementing AGGRASTAT® has increased sharply as a result of FDA approval of the new dosing regimen for AGGRASTAT® as announced on October 11, 2013.  Additionally, favourable fluctuations in the U.S. dollar exchange rate contributed to the increase in revenue.

Going forward and contingent on sufficient finances being available, the Company intends to further expand revenue through strategic investments related to AGGRASTAT®   and the acquisition of other niche products that fit the commercial organization.

Research and Development:

The Company’s research and development activities are predominantly conducted by its subsidiary, Medicure International, Inc.

The primary ongoing research and development activity is the development and implementation of a new regulatory, brand and life cycle management strategy for AGGRASTAT®.  The extent to which the Company is able to invest in this plan is dependent upon the availability of sufficient finances.
 
An important aspect of the AGGRASTAT® strategy is the revision of its approved prescribing information. On October 11, 2013, the Company announced that the United States Food and Drug Administration (FDA) has approved the AGGRASTAT® (tirofiban HCl) high-dose bolus (HDB) regimen , as requested under Medicure's supplemental New Drug Application (sNDA). The AGGRASTAT® HDB regimen (25 mcg/kg over 3 minutes, followed by 0.15 mcg/kg/min) now becomes the recommended dosing for the reduction of thrombotic cardiovascular events in patients with non-ST elevated acute coronary syndrome (NSTE-ACS).
 
The Company believes that further expanded indications and dosing regimens may put the Company in a better position to further maximize the revenue potential for AGGRASTAT®.  The Company is currently exploring the potential to make such changes, and the Company may need to conduct appropriate clinical trials, obtain positive results from those trials, or otherwise provide support in order to obtain regulatory approval for such proposed indications and dosing regimens.
 
Another aspect of the AGGRASTAT® strategy is to advance studies related to the contemporary use and future regulatory positioning of the product.  On May 10, 2012 the Company announced the commencement of enrollment in a new clinical trial of AGGRASTAT® entitled “Shortened AGGRASTAT® Versus Integrilin in Percutaneous Coronary Intervention” (SAVI - PCI).  SAVI-PCI is a randomized, open-label study enrolling patients undergoing percutaneous coronary intervention (PCI) at sites across the United States.   In June 2013, the target number of patients to be enrolled in the study was increased from 600 to 675.   The study is designed to evaluate whether patients receiving the investigational, High-Dose Bolus (HDB) regimen of AGGRASTAT® (25 mcg/kg bolus over 3 minutes) followed by an infusion of 0.15 mcg/kg/min for either a shortened duration of 1 to 2 hours or a lengthened infusion of 12 to 18 hours will have outcomes that are similar, or “non-inferior,” to patients receiving a 12 to 18 hour infusion of Integrilin® (eptifibatide) (Merck & Co., Inc.) at its FDA approved dosing regimen.  The study arm investigating AGGRASTAT® HDB followed by a 12 to 18 hour infusion was added subsequent to enrollment commencing.
 
 
 
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The primary objective of SAVI-PCI is to demonstrate AGGRASTAT® is non-inferior to Integrilin with respect to the composite endpoint of death, PCI-related myocardial infarction, urgent target vessel revascularization, or major bleeding within 48 hours following PCI or hospital discharge.  The secondary objectives of this study include the assessment of safety as measured by the incidence of major bleeding. 
 
The first patient was enrolled in June 2012. As of July 31, 2014, the study was approximately 50% through to completion of enrollment. The Principal Investigator for the study is Steven V. Manoukian, MD (Nashville, TN).  The AGGRASTAT® dosing regimen and the treatment setting studied in the SAVI-PCI study have not been approved by the FDA.
 
Both AGGRASTAT® and Integrilin are reversible, small molecule GP IIb/IIIa inhibitors that have been shown in clinical trials to reduce the combined incidence of death and myocardial infarction in patients with unstable angina (chest pain) (UA) or non-ST elevation myocardial infarction (NSTEMI) undergoing cardiac catheterization when compared to heparin.  These agents work by preventing the ability of platelets to aggregate together.  These platelet aggregates (commonly referred to as blood clots) can result in a partial or complete blockage of the coronary artery if left untreated.
 
Bleeding is a common adverse reaction associated with the use of GP IIb/IIIa inhibitors due to their unique ability to prevent and disaggregate blood clots.  A patient’s risk of bleeding is an important factor when determining an optimal treatment approach and, in some cases, complicates or limits the use of these agents.  With the SAVI-PCI study, the investigators will explore whether AGGRASTAT® HDB plus a shortened infusion can reduce the risk of bleeding while maintaining comparable ischemic protection relative to the currently approved 18 hour infusion of Integrilin.  Other studies have indicated that shortening the infusion duration of GP IIb/IIIa inhibitors can potentially lead to a reduction in bleeding complications for patients undergoing PCI.  It is important to note that bleeding complications have been linked to increased rates of other major complications and mortality, as well as increased overall cost of care. A goal of the SAVI-PCI study is to further optimize the safety, efficacy and efficiency of treatment used in the setting of PCI.  With the addition of a third study arm, the SAVI-PCI study will also assess whether AGGRASTAT® HDB followed by a 12 to 18 hour infusion provides efficacy and safety that is non-inferior to either AGGRASTAT® HDB plus a shortened infusion or the currently approved 18 hour infusion of Integrilin.

Yet another aspect of the AGGRASTAT® strategy is to explore and develop new uses and dosing approaches related to the product.  On September 26, 2012, the Company announced the development of a transdermal delivery formulation of AGGRASTAT®.  The ability to administer a drug transdermally (i.e. through the skin) provides a convenient way to deliver a stable, therapeutic level of medication to the patient. AGGRASTAT® and other antiplatelet drugs of its class (known as glycoprotein IIb/IIIa inhibitors or GPIs) are currently only administered by intravenous infusion. In vivo proof of principle for the transdermal delivery of therapeutic levels of AGGRASTAT®'s active ingredient, tirofiban, was recently established in animal studies conducted in collaboration with 4P Therapeutics, Inc. (Alpharetta, GA). 4P Therapeutics, a world leader in the research and development of novel transdermal products, has entered into an agreement with the Company's subsidiary, Medicure International, Inc., to further develop transdermal tirofiban.  The delivery of tirofiban by a novel, transdermal method has potential to provide significant advantages over the current treatments used in this setting, including the potential for increased use prior to hospitalization.
 
 
 
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The transdermal tirofiban development program is now focusing on refining the delivery approach in preparation for initial human studies. Medicure International, Inc. holds worldwide rights to transdermal tirofiban.  Limitations in the amount of available resources have caused the Company to slow the advancement of the transdermal tirofiban development program in an effort to conserve resources.

The Company is also continuing to explore other experimental uses and dosing approaches related to AGGRASTAT®.

Through a modest but ongoing research and development investment, the Company is also exploring other new product opportunities.

Although other new product opportunities exist, the Company’s primary, non-AGGRASTAT®   research and development activity is TARDOXAL TM for the treatment of Tardive Dyskinesia (“TD”).  This program evolved from the Company’s extensive clinical experience with MC-1, a naturally occurring small molecule, for cardiovascular conditions.  The Company has completed the first phase of enrolment in a Phase II clinical study of TARDOXAL TM , entitled TARDOXAL TM for the Treatment of Tardive Dyskinesia (TEND-TD).  On August 13, 2014 the Company announced that the preliminary results of its Phase IIa Clinical Trial, TARDOXALl TM for the Treatment of Tardive Dyskinesia (TEND-TD) showed a non-statistically significant improvement in the primary efficacy endpoint in patients treated with TARDOXAL TM .  Medicure views these preliminary results as supportive of continuing the program and developing a modified formulation as a prelude to a larger, confirmatory Phase II study.

The following table summarizes the Company’s research and development programs, their therapeutic focus and their stage of development.

Product Candidate
Therapeutic focus
Stage of Development
AGGRASTAT® ®
Acute Cardiology
Approved – Additional studies underway
TARDOXAL TM
TD/Neurological indications
Phase IIa – enrollment complete, interim analysis complete
Transdermal AGGRASTAT®
Acute Cardiology
Preclinical– formulation development underway

The Company intends to pursue a license or development partnership for TARDOXAL TM with a large pharmaceutical company.  Such a partnership may provide funding and other resources for further clinical trials and commercialization.  No such formal agreement, or letter of intent, has been entered into by the Company as of the date hereof.

The Company has evaluated and continues to evaluate the acquisition or license of other products with the objective of further broadening its product portfolio and generating additional revenue. With the exception of the Apicore Transaction completed subsequent to May 31, 2014, as outlined elsewhere herein, no such formal agreement has been entered into by the Company as of the date hereof.
 
 
 
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Potential New Products in Development Stage

Transdermal AGGRASTAT®: The Company is investing a modest amount of capital on the development of a new, transdermal formulation of AGGRASTAT®.  On September 26, 2012, the Company announced the development of a transdermal delivery formulation of AGGRASTAT®.  The ability to administer a drug transdermally (i.e. through the skin) provides a convenient way to deliver a stable, therapeutic level of medication to the patient. AGGRASTAT® and other antiplatelet drugs of its class (known as glycoprotein IIb/IIIa inhibitors or GPIs) are currently only administered by intravenous infusion. In vivo proof of principle for the transdermal delivery of therapeutic levels of AGGRASTAT®'s active ingredient, tirofiban, was recently established in animal studies conducted in collaboration with 4P Therapeutics, Inc. (Alpharetta, GA). 4P Therapeutics, a world leader in the research and development of novel transdermal products, has entered into an agreement with the Company's subsidiary, Medicure International, Inc., to further develop transdermal tirofiban.  The delivery of tirofiban by a novel, transdermal method has potential to provide significant advantages over the current treatments used in this setting, including the potential for increased use prior to hospitalization.

The transdermal tirofiban development program is now focusing on refining the delivery approach in preparation for initial human studies. Medicure International, Inc. holds worldwide rights to transdermal tirofiban. Limitations in the amount of available resources have caused the Company to slow the advancement of the transdermal tirofiban development program in an effort to conserve resources.

The Company is also exploring other experimental uses and dosing approaches related to AGGRASTAT®.  This work may lead to other new product formats and formulations of AGGRASTAT®, any of which would require substantial additional research and development investment by the Company.

TARDOXAL TM : One of the Company’s ongoing investments is the clinical development and commercialization of its lead research product, TARDOXAL TM (pyridoxal 5-phosphate) for TD.   TD is a serious movement disorder which results from long-term treatment with antipsychotic medications.  At present there is no treatment available for TD in the US.  TARDOXAL TM ’s potential for treatment of TD is supported by its biological mechanism of action and by preliminary clinical studies which indicated efficacy of a related compound in treatment of TD.

On August 13, 2014 the Company announced that the preliminary results of its Phase IIa Clinical Trial, TARDOXAL TM for the Treatment of Tardive Dyskinesia (TEND-TD) showed a non-statistically significant improvement in the primary efficacy endpoint in patients treated with TARDOXAL TM .  Medicure views these preliminary results as supportive of continuing the program and developing a modified formulation as a prelude to a larger, confirmatory Phase II study.

TEND-TD was planned as a 140 patient Phase II clinical trial to evaluate the efficacy and safety of TARDOXAL TM for the treatment of Tardive Dyskinesia (TD), with a pre-planned interim analysis after approximately 40 patients were enrolled. The primary efficacy endpoint for the study was a decrease in involuntary movements as measured by the Abnormal Involuntary Movement Scale (AIMS), a standardized test used to detect and monitor TD and other movement disorders.  The results from all 37 patients (17 randomized to TARDOXAL TM and 20 to matching placebo) who completed the 12 week treatment period showed a trend to greater improvement in AIMS score from baseline to completion of study in the TARDOXAL TM group versus placebo.  The study was not adequately powered to assess efficacy and the improvement noted was not statistically significant.  No significant differences between the study groups were seen in safety endpoints, however, there was a trend to increased nausea reported in the treatment group.  This side effect was anticipated and has been seen in the Company’s previous clinical studies with the product.  As it was not feasible to complete an adequately powered study prior to expiry of the product and due to the Company’s limited financial resources at that time, enrollment was stopped after attainment of the target number for the pre-planned interim analysis.
 
 
 
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The Company plans to maintain a modest investment in the research and development of TARDOXAL TM over the next several months and is currently exploring modified formulations to reduce nausea that may be associated with use of the product.  A larger, confirmatory Phase II study will be required to evaluate and confirm the safety and efficacy of TARDOXAL TM in treatment of TD.  TARDOXAL TM is an experimental drug and has not been approved for commercial use by regulatory bodies such as the U.S. Food and Drug Administration (FDA) or Health Canada.

TARDOXAL TM continues to have Fast Track designation from the FDA for the treatment of moderate to severe TD. Fast Track designation is designed to facilitate the development and expedite the review of new drugs that are intended to treat serious or life-threatening conditions and that demonstrate the potential to address unmet medical needs.

Other Products:   Through a modest but ongoing research and development investment, the Company is also exploring other new product opportunities. The Company is also exploring opportunities to grow the business through acquisition.

As at May 31, 2014, the Company had numerous issued United States patents (see Item 5 – Operating and Financial Review and Prospects – C. Research and Development, Patents and Licenses, Etc. below).

Competitors’ Current Products

The Company’s only commercial product AGGRASTAT®, is owned by the Company’s subsidiary, Medicure International, Inc., and is sold in the United States of America through the Company’s subsidiary, Medicure Pharma, Inc.   AGGRASTAT® is indicated to reduce the rate of thrombotic cardiovascular events (combined endpoint of death, myocardial infarction, or refractory ischemia/repeat cardiac procedure) in patients with non-ST elevation acute coronary syndrome (NSTE-ACS).

AGGRASTAT®   competes in a market segment commonly referred to as the anti-thrombotic market (treatments to remove or prevent formation of blood clots).  More specifically, AGGRASTAT® is an antiplatelet drug which affects thrombus (blood clot) formation by preventing the aggregation of platelets in the blood stream.  Of the different classes of antiplatelet drugs, AGGRASTAT®   is a representative of the glycoprotein IIB/IIIA inhibitors drug class.  There are three of these agents approved for use, including a bciximab (ReoPro ® ), eptifibatide (Integrilin ® ), and tirofiban (AGGRASTAT®).  All three are proprietary drugs that do not have generic equivalents.  Of the two directly competing agents, AGGRASTAT® is most closely comparable to Integrilin   as they are both highly potent, small molecule drugs that have reversible antiplatelet effects.

Competitors’ Products in Development

At present the Company is not aware of any other glycoprotein IIb/IIIa inhibitors in mid to late stage clinical development.  However, the choice and use of AGGRASTAT® may be affected by the continued advancement of new antithrombotic and antiplatelet agents, including the recently approved oral antiplatelet agents, ticagrelor (Brilinta ® ) and prasugrel (Effient ® ).  The potential launch of the injectable antiplatelet agent, cangrelor, by The Medicines Company, in fiscal 2015 would be expected to have some impact on the use and sale of glycoprotein IIb/IIIa inhibitors, including AGGRASTAT®. The potential future launch of generic versions of AGGRASTAT®   and/or of other competitive drugs is also expected to impact utilization of the Company’s drug. Many companies, including large pharmaceutical and biotechnology companies, are conducting development of products that are intended to address the same or a similar medical need.  Many of these companies have much larger financial and other resources than the Company does, including those related to research and development, manufacturing, and sales and marketing.   The Company also faces competition in recruiting scientific personnel from colleges, universities, agencies, and research organizations who seek patent protection and licensing agreements for the technologies they develop.
 
 
 
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Competitive Strategy and Position

The Company is primarily focusing on:

·
Maintaining and growing AGGRASTAT® sales in the United States.

The Company is working to expand sales of AGGRASTAT® in the United States. The present market for GP IIb/IIIa inhibitors, of which AGGRASTAT® is one of three agents, is approximately $300 million per year (2013). The Company estimates that at present AGGRASTAT® has approximately 10-15% of this market on a patient share basis. The use of AGGRASTAT® is recommended by the AHA and ACC Guidelines for the treatment of ACS. AGGRASTAT® has been shown, to reduce the rate of thrombotic cardiovascular events (combined endpoint of death, myocardial infarction, or refractory ischemia/repeat cardiac procedure) in patients with non-ST elevation acute coronary syndrome (NSTE-ACS).

·
The development and implementation of a new regulatory, brand and clinical strategy for AGGRASTAT®.

As stated previously, the Company’s primary ongoing Research and Development activity is the development and implementation of a new regulatory, brand and life cycle management strategy for AGGRASTAT®.
 
An important aspect of the AGGRASTAT® strategy is the revision of its approved prescribing information. On October 11, 2013, the Company announced that the FDA has approved the AGGRASTAT® (tirofiban HCl) high-dose bolus (HDB) regimen , as requested under Medicure's supplemental New Drug Application (sNDA). The AGGRASTAT® HDB regimen (25 mcg/kg over 3 minutes, followed by 0.15 mcg/kg/min) now becomes the recommended dosing for the reduction of thrombotic cardiovascular events in patients with non-ST elevated acute coronary syndrome (NSTE-ACS).
 
The Company believes that further expanded indications and dosing regimens may put the Company in a better position to further maximize the revenue potential for AGGRASTAT®. The Company is currently exploring the potential to make such changes, and the Company may need to conduct appropriate clinical trials, obtain positive results from those trials, or otherwise provide support in order to obtain regulatory approval for such proposed indications and dosing regimens.
 
The recently initiated SAVI-PCI trial is intended to generate additional clinical data on this experimental approach to using AGGRASTAT® which may in the future help support other investments aimed at expanding the approved dosing regimen and the treatment setting for the Product. The SAVI-PCI study is not expected nor intended to be sufficient to support further changes to AGGRASTAT®’s prescribing information.
 
While the Company believes that it will be able to implement a relatively low cost clinical, product and regulatory strategy, it requires additional resources to conduct all aspects of this plan. The Company is working to advance this program with the modest capital investment that it can make from its available cash resources.
 
 
 
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·
The development of a transdermal formulation of AGGRASTAT®.

The Company is investing a modest amount of capital on the development of a new, transdermal formulation of AGGRASTAT®. On September 26, 2012, the Company announced the development of a transdermal delivery formulation of AGGRASTAT®. The ability to administer a drug transdermally (i.e. through the skin) provides a convenient way to deliver a stable, therapeutic level of medication to the patient.

The delivery of tirofiban by a novel, transdermal method has potential to provide significant advantages over the current treatments used in this setting, including the potential for increased use prior to hospitalization.

The transdermal tirofiban development program is now focusing on refining the delivery approach in preparation for initial human studies. Medicure International, Inc. holds worldwide rights to transdermal tirofiban. Limitations in the amount of available resources have caused the Company to slow the advancement of the transdermal tirofiban development program in an effort to conserve resources.

·
The development of TARDOXAL TM for Tardive Dyskinesia and other neurological indications.

The Company is focusing initially on these markets because of preclinical and clinical evidence supporting the product’s safety and potential efficacy in these applications.

It is the Company’s intention to secure a partnership with a large pharmaceutical company for commercialization of TARDOXAL TM or other products that it may from time to time develop. Such a partnership would provide funding for clinical development, add experience to the product development process and provide market positioning expertise. No formal agreement or letter of intent for such a commercial partnership has been entered into by the Company as of the date hereof.

·
Generating material value for the Company from the minority ownership position in Apicore and, potentially, from the Company’s option to acquire additional shares of Apicore

Subsequent to May 31, 2014, the Company acquired a minority interest in Apicore along with an option to acquire all of the remaining issued shares of Apicore within the next three years at a predetermined price. The business and operations of Apicore are distinct from the Company, and the Company’s primary operating focus remains on the sale and marketing of AGGRASTAT®. The Company intends to seek opportunities to increase the value of its minority position in Apicore, and believes that the potential realization of value through the exercise of its option to acquire all of the remaining issued shares of Apicore could benefit the Company’s shareholders. As such, a modest amount of the Company’s energies and resources will be directed towards assisting and assessing Apicore’s ongoing operations.
 
 
 
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C. Organizational Structure

Medicure International, Inc., a wholly owned subsidiary of the Company, was incorporated pursuant to the laws of Barbados, West Indies, on May 23, 2000.  Medicure International, Inc.’s registered office is located at Whitepark House, White Park Road, Bridgetown, Barbados.  Medicure International Inc.’s head office is located at 2nd Street, Holetown, St. James, Barbados.

Medicure Pharma, Inc., a wholly owned subsidiary of the Company, was incorporated pursuant to the laws of the State of Delaware, United States of America, on September 30, 2005.  Medicure Pharma Inc.’s registered office is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.  Subsequent to May 31, 2014, Medicure Pharma, Inc.’s head office was moved from 500 Atrium Drive, Somerset, NJ, 08873 to 49 Napoleon Court, Suite 2, Somerset, NJ, 08873.

Medicure U.S.A., Inc., a wholly owned subsidiary of the Company, was incorporated pursuant to the laws of the State of Delaware, United States of America, on June 23, 2014.  Medicure U.S.A. Inc.’s registered office is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.

American Cardio Therapeutics Inc., a Company that is 49% owned by Medicure Pharma Inc., was incorporated pursuant to the laws of the State of Delaware, United States of America, on September 30, 2005.  American Cardio Therapeutics Inc.’s registered office is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. As at May 31, 2014, American Cardio Therapeutics Inc. had no activity and it is the Company’s intention that American Cardio Therapeutics Inc. will be wound up.

D. Property, Plant and Equipment

Office Space

Included within the business and administration services agreement entered into with Genesys Venture Inc. (see Item 5F - Contractual Obligations ), is the use of office space at Genesys Venture Inc.’s head office located at 1250 Waverley Street in Winnipeg, Manitoba, Canada.  As at May 31, 2014, the Company had use of 6.5 offices.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This section contains forward-looking statements involving risks and uncertainties.  The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under part Item 3D -  Risk Factors.  The following discussion of the financial condition, changes in financial conditions and results of operations of the Company for the years ended May 31, 2014 and May 31, 2013 should be read in conjunction with the consolidated financial statements of the Company.  The Company’s consolidated financial statements are presented in Canadian dollars and have been prepared in accordance with IFRS included under Item 18 to this Annual Report.
 
 
 
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Critical Accounting Policies and Estimates

Going concern
 
The consolidated financial statements for the year ended May 31, 2014 have been prepared on a going concern basis in accordance with IFRS.  The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  There is substantial doubt about the appropriateness of the use of the going concern assumption because the Company has experienced operating losses from incorporation and has accumulated a deficit of $127,516,308 as at May 31, 2014 and a working capital deficiency of $869,164.

Management has forecast that contractual commitments and debt service obligations will exceed the Company's net cash flows and working capital during fiscal 2015.  The Company’s future operations are dependent upon its ability to grow sales of AGGRASTAT®, to develop and/or acquire new products, and/or secure additional capital, which may not be available under favourable terms or at all, and/or renegotiate the terms of its contractual commitments.  If the Company is unable to grow sales, develop and/or acquire new products, and/or raise additional capital and/or renegotiate the terms of its contractual commitments, management will consider other strategies including further cost curtailments, delays of research and development activities, asset divestures and/or monetization of certain intangible assets.

Effective August 1, 2013, the Company renegotiated its $5,000,000 secured loan from the Government of Manitoba, which was funded on July 18, 2011 under the Manitoba Industrial Opportunities Program, and received an additional two-year deferral of principal repayments.  Under the renegotiated terms, the loan, which matures on July 1, 2018, continues to be subject to interest payments only with principal repayments now beginning on August 1, 2015.

The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent on many factors, including but not limited to the actions taken or planned, some of which are described above, which are intended to mitigate the adverse conditions and events which raise doubt about the validity of the going concern assumption used in preparing the consolidated financial statements.  There is no certainty that the Company’s working capital and net cash flows will be sufficient through fiscal 2015 or that the above described and other strategies will be sufficient to permit the Company to continue as a going concern.

The consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.  If the going concern basis was not appropriate for the consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported revenues and expenses, and the consolidated statement of financial position classifications used.

Estimates

The Company’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).  IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.  Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis.  Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Areas where management has made critical judgments in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements include the determination of the Company and its subsidiaries, functional currency and the determination of the Company's cash generating units ("CGU") for the purposes of impairment testing.
 
 
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Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year are included in the notes the financial statements.  Areas of significant estimates include; valuation of the royalty obligation, valuation of the warrant liability, valuation of the other long-term liability, provisions for returns and discounts, the estimation of accruals for research and development costs, the measurement and period of useful life of intangible assets, the assumptions and model used to estimate the value of share-based payment transactions and the measurement of the amount and assessment of the recoverability of income tax assets.

Valuation of the royalty obligation, warrant liability and other long-term liability

The Company has the following non-derivative financial liabilities which are classified as other financial liabilities:  accounts payable and accrued liabilities, accrued interest on long-term debt and long-term debt.

All other financial liabilities are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.  Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.  Costs incurred to obtain financing are deferred and amortized over the term of the associated debt using the effective interest method. Amortization is a non-cash charge to interest expense.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

Warrants with an exercise price denominated in a foreign currency are recorded as a warrant liability and classified as fair value through profit and loss. The warrant liability is included within accounts payable and accrued liabilities and the change in the fair value of the warrants is recorded as a gain or loss in the consolidated statement of net (loss) income and comprehensive (loss) income within finance expense. These warrants have not been listed on an exchange and therefore do not trade on an active market.

The warrant liability is recorded at the fair value of the warrants at the date at which they were granted and subsequently revalued at each reporting date.  Estimating fair value for these warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the warrants, volatility and dividend yield and making assumptions about them.

The royalty obligation is recorded at its fair value at the date at which the liability was incurred and subsequently revalued at each reporting date.  Estimating fair value for this liability requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining expected revenue from AGGRASTAT® sales and an appropriate discount rate and making assumptions about them.

The other long-term liability is recorded at its fair value at the date at which the liability was incurred and subsequently revalued at each reporting date.  Estimating fair value for this liability requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining the time frame when certain sales targets are expected to be met and an appropriate discount rate and making assumptions about them.
 
 
 
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The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The fair value of the warrant liability is based on level 2 (significant observable inputs) and the fair value of the royalty obligation and other long-term liability are based on level 3 (unobservable inputs).

Provision for returns and discounts

Revenue from the sale of goods, comprising finished and unfinished products, in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, chargebacks, trade discounts and volume rebates. Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

Net sales reflect a reduction of gross sales at the time of initial sales recognition for estimated wholesaler chargebacks, discounts, allowances for product returns, and other rebates (product sales allowances).  Wholesaler management decisions to increase or decrease their inventory of AGGRASTAT®  may result in sales of AGGRASTAT® to wholesalers that do not track directly with demand for the product at hospitals.  In determining the amounts for these allowances and accruals, the Company uses estimates. Through reports provided by the Company’s wholesalers and other third party external information, management estimates customer and wholesaler inventory levels, sales trends and hospital demand.  Management uses this information along with such factors as: historical experience and average contractual chargeback rates to estimate product sales allowances.  Third-party data is subject to inherent limitations of estimates due to the reliance on information from external sources, as this information may itself rely on certain estimates.

Estimation of accruals for research and development costs

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset.  No development costs have been capitalized to date.
 
 
 
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Research and development expenses include all direct and indirect operating expenses supporting the products in development.

Clinical trial expenses are a component of the Company’s research and development costs. These expenses include fees paid to contract research organizations, clinical sites, and other organizations who conduct development activities on the Company’s behalf. The amount of clinical trial expenses recognized in a period related to clinical agreements are based on estimates of the work performed using an accrual basis of accounting. These estimates incorporate factors such as patient enrolment, services provided, contractual terms, and prior experience with similar contracts.

Measurement and period of use of intangible assets

Intangible assets that are acquired separately and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.  Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which it relates.  All other expenditures are recognized in profit or loss as incurred.

Costs incurred in obtaining a patent are capitalized and amortized on a straight-line basis over the legal life of the respective patent, ranging from five to twenty years, or its economic life, if shorter.  Costs incurred in obtaining a trademark are capitalized and amortized on a straight-line basis over the legal life of the respective trademark, being ten years, or its economic life, if shorter.  Costs incurred in obtaining a customer list are capitalized and amortized on a straight-line basis over approximately ten years, or its economic life, if shorter.

Costs incurred in successfully obtaining a patent, trademark or customer list are measured at cost less accumulated amortization and accumulated impairment losses.  The cost of servicing the Company's patents and trademarks are expensed as incurred.

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates.  All other expenditures are recognized in profit or loss as incurred.
 
The Company assesses at each reporting period whether there is an indication that a non-financial asset may be impaired.  An impairment loss is recognized when the carrying amount of an asset, or its CGU, exceeds its recoverable amount.  Impairment losses are recognized in net (loss) income and comprehensive (loss) income and included in research and development expense if they relate to patents.  A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.  The recoverable amount is the greater of the asset's or CGU's fair value less costs to sell and value in use.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.  In determining fair value less cost to sell, an appropriate valuation model is used.  For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recognized.
 
 
 
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Assumptions and model used to estimate the value of share-based payment transactions

The Company has a stock option plan for its directors, management, employees, and consultants.  The grant date fair value of share-based payment awards granted to employees is recognized as a personnel expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards.  The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.  For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions. In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.

For the year ended May 31, 2014, the Company did not record any stock-based compensation (May 31, 2013 - $102,993).

Measurement of the amount and assessment of the recoverability of income tax assets

Income tax expense comprises current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current taxes are the expected tax receivable or payable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax receivable or payable in respect of previous years.

Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred taxes are not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
 
 
 
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A. Operating Results

General

Although the Company is currently focused on Medicure International’s sole commercial product, AGGRASTAT®, this product has not been able to generate enough revenue for the Company to reach sustained profitability.

Historically, the Company concentrated primarily on research and development and continues to invest a significant amount of funds in research and development activities.  To date, the Company has yet to and may never derive any revenues from its research and development products.

The Company has a limited operating history and its prospects must be considered in light of the risks, expenses and difficulties frequently encountered with the establishment of a business in a highly competitive industry, characterized by frequent new product introductions.

Year Ended May 31, 2014 Compared to the Year Ended May 31, 2013

Net product sales for fiscal 2014 were $5,051,000, compared to $2,603,000 in fiscal 2013.  The Company currently sells finished AGGRASTAT® to drug wholesalers.  These wholesalers subsequently sell AGGRASTAT®   to the hospitals where health care providers administer the drug to patients. Wholesaler management decisions to increase or decrease their inventory of AGGRASTAT®   may result in sales of AGGRASTAT®   to wholesalers that do not track directly with demand for the product at hospitals.  All of the Company’s sales are denominated in US dollars.

Net revenue from the sale of finished AGGRASTAT® products for the year ended May 31, 2014 increased by 94% over the net revenue for the year ended May 31, 2013.  Hospital demand for AGGRASTAT® increased significantly compared to the previous fiscal year.  The increase in revenue is primarily attributable to an increase in the number of new hospital customers using AGGRASTAT®. The number of new customers reviewing and implementing AGGRASTAT® has increased sharply as a result of FDA approval of the new dosing regimen for AGGRASTAT® as announced on October 11, 2013. Additionally, favourable fluctuations in the U.S. dollar exchange rate contributed to the increase in revenue as all sales are denominated in U.S. dollars.

Cost of goods sold represents direct product costs associated with AGGRASTAT®   including and write-downs for obsolete inventory and amortization of the related acquired AGGRASTAT®   intangible assets.

Cost of goods sold, excluding amortization, for fiscal 2014 were $323,000 compared to $131,000 in fiscal 2013.  For the year ended May 31, 2014, increases to cost of goods sold are the result of increases in net sales of AGGRASTAT® during fiscal 2014 when compared to fiscal 2013.

Amortization of AGGRASTAT® intangible assets increased for the year ended May 31, 2014 to $546,000, when compared to $515,000 in fiscal 2013.  The increase is as a result of fluctuations in foreign exchange rates causing the amortization expense to be higher during fiscal 2014 as the asset is owned by a subsidiary whose functional currency is the US dollar.
 
Total selling, general, and administrative expenditures for fiscal 2014 were $3,330,000, compared to $2,323,000 in fiscal 2013.  Selling, general, and administrative expenditures related to AGGRASTAT®   were $1,626,000 in fiscal 2014, compared to $1,331,000 in fiscal 2013.  Selling, general, and administrative expenditures – Other were $1,704,000 in fiscal 2014, compared to $992,000 in fiscal 2013.  Selling, general and administrative expenses include salaries and related costs for those employees not directly involved in research and development.  The expenditures are required to support sales and marketing efforts of AGGRASTAT®   and ongoing business development and corporate stewardship activities.   The balance also includes professional fees such as legal, audit, investor and public relations.
 
 
 
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Selling, general and administrative expenditures – AGGRASTAT®   increased during the year ended May 31, 2014 as compared to same period in the prior year mainly due to:

 
·
Additional payroll costs associated with the sale of AGGRASTAT® due to additional head office employees providing support for AGGRASTAT®; and

 
·
Increased travel costs associated with the sale of AGGRASTAT®.

Selling, general and administrative expenditures – Other increased during the year ended May 31, 2014 as compared to same period in the prior year mainly due to:

 
·
Increased business development costs, some of which were associated with the Apicore transaction that closed on July 3, 2014.

 
·
Higher salaries and benefits due to $286,849 of bonuses declared to the Company’s Chief Executive Officer.  The Chief Executive Officer agreed on July 11, 2014 to receive these bonuses in the form of common shares when the Company and Chief Executive Officer entered into a shares for debt agreement.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of the shares.

Net research and development expenditures for fiscal 2014 were $689,000, compared to $1,700,000 in fiscal 2013.  Research and development expenditures include costs associated with the Company’s clinical development and preclinical programs including salaries, research centred costs and monitoring costs.  The Company expenses research costs and has not had any development costs that meet the criteria for capitalization under IFRS.  The decrease in research and development expenditures, for the year ended May 31, 2014 as compared to the same period in fiscal 2013 is due to reduced costs from the Company’s clinical trial of AGGRASTAT® (tirofiban HCl) entitled “Shortened AGGRASTAT® Versus Integrilin in Percutaneous Coronary Intervention” (SAVI-PCI) as well as a renal dosing study that was completed as a part of the Company’s sNDA filing during fiscal 2013.

Included in research and development expenses are charges related to impairment of the Company’s intangibles assets.  Impairments of intangible assets for fiscal 2014 were nil, compared to $62,000 in fiscal 2013. Intangible assets are reviewed for impairment on an ongoing basis whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Based on this review certain patents were deemed not significant to the Company’s commercial and research operations and a decision was made to no longer pursue these patents and as a result the carrying value of these patents was written off.

It is important to note that historical patterns of impairment charges cannot be taken as an indication of future impairments.  The amount and timing of impairments and write-downs may vary substantially from period to period depending on the business and research activities being undertaken at any one time and changes in the Company's commercial strategy.

Finance expense for fiscal 2014 was $1,809,000, compared to $466,000 in fiscal 2013.  The increase in finance expense for the year ended May 31, 2014 as compared to the prior fiscal year is due to higher accretion on the Company’s royalty obligation resulting from higher revenue estimates as a result of the October 2013 label change.  The royalty obligation arose out of the previous debt settlement.
 
 
 
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The net foreign exchange gain for the year ended May 31, 2014 was $6,000, compared to a net foreign exchange loss of $22,000 in fiscal 2013.   The change is due to higher fluctuations in the Canadian dollar versus the US dollar experienced during the year-ended May 31, 2014 compared to the year ended May 31, 2013.

For the year ended May 31, 2014, the Company recorded a consolidated net loss of $1,639,000 or $0.13 per share compared to $2,574,000 or $0.21 per share for the year ended May 31, 2013.  As discussed above the main factors contributing to the decrease in net loss were the increased revenues and decreased research and development expenses experienced during the year ended May 31, 2014 when compared to the previous year.  These were partially offset by increases in selling, general and administration expenses and finance expense.

For the year ended May 31, 2014, the Company recorded a total comprehensive loss of $1,152,000 compared to $2,609,000 for the year ended May 31, 2013. The change in comprehensive loss results from the factors described above.

The weighted average number of common shares outstanding used to calculate basic loss per share was 12,196,745 for the year ended May 31, 2014 and 12,196,508 for the year ended May 31, 2013.

The weighted average number of common shares outstanding used to calculate diluted loss per share was 12,196,745 for the year ended May 31, 2014 and 12,196,508 for the year ended May 31, 2013.

Year Ended May 31, 2013 Compared to the Year Ended May 31, 2012

Net product sales for fiscal 2013 were $2,603,000, compared to $4,797,000 in fiscal 2012.  The Company currently sells finished AGGRASTAT® to drug wholesalers.  These wholesalers subsequently sell AGGRASTAT®   to the hospitals where health care providers administer the drug to patients. Wholesaler management decisions to increase or decrease their inventory of AGGRASTAT®   may result in sales of AGGRASTAT®   to wholesalers that do not track directly with demand for the product at hospitals.  All of the Company’s sales are denominated in US dollars.  Additionally in fiscal 2012, the Company sold unfinished product used in the manufacture of AGGRASTAT® to a European Pharmaceutical company.  There were no similar sales of unfinished product during fiscal 2013.

The decrease in revenues compared to the previous fiscal year primarily reflects fluctuations in wholesale purchasing patterns. Although wholesale purchasing is related to hospital demand, it is also subject to wholesaler inventory adjustments, including an observed trend to reduce wholesale inventory levels (days-on-hand) as compared to previous years resulting in a downward adjustment to wholesale revenue. The decrease in revenue is also attributable to increases in discounts to new customers and corresponds with an overall decline in use of injectable antiplatelet drugs.

Hospital demand for AGGRASTAT® remained steady compared to the previous fiscal year and compared to the same quarter for the previous year. Growth in sales attributed to the addition of new hospitals is partially offsetting the sales decline among historical customers. Much of this decline is attributed to the overall decline for this drug class. The number of new hospital customers has increased over the year and the Company's commercial team continues to work on further expanding its customer base.
 

 
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Net revenues from unfinished products were $1.9 million due to a sale during the year ended May 31, 2012 of unfinished product to a European pharmaceutical company.  There were no similar sales of unfinished products during fiscal 2013.

Cost of goods sold represents direct product costs associated with AGGRASTAT®   including and write-downs for obsolete inventory and amortization of the related acquired AGGRASTAT®   intangible assets.

Cost of goods sold, excluding amortization, for fiscal 2013 were $131,000 compared to $223,000 in fiscal 2012.  For the year ended May 31, 2013, decreases to cost of goods sold are the result of decreases in net sales of AGGRASTAT® and the lower write-offs of expired inventory during fiscal 2013 when compared to fiscal 2012.  Additionally, during 2012 the Company sold unfinished to a European pharmaceutical company, which increased cost of goods sold during fiscal 2012. There were no similar sales of unfinished products during fiscal 2013 and as a result no additional cost of goods sold.

Amortization of AGGRASTAT® intangible assets decreased for the year ended May 31, 2013 to $515,000, when compared to $846,000 in fiscal 2012.  The decrease is as a result of certain of the Company's AGGRASTAT® intangible assets becoming fully amortized during the 2012 fiscal year resulting in decreased amortization for the year ended May 31, 2013.
 
Total Selling, general, and administrative expenditures for fiscal 2013 were $2,323,000, compared to $2,674,000 in fiscal 2012.  Selling, general, and administrative expenditures related to AGGRASTAT®   were $1,331,000 in fiscal 2013, compared to $1,159,000 in fiscal 2012.  Selling, general, and administrative expenditures – Other were $992,000 in fiscal 2013, compared to $1,515,000 in fiscal 2012.  Selling, general and administrative expenses include salaries and related costs for those employees not directly involved in research and development.  The expenditures are required to support sales and marketing efforts of AGGRASTAT®   and ongoing business development and corporate stewardship activities.   The balance also includes professional fees such as legal, audit, investor and public relations.

Selling, general and administrative expenditures – AGGRASTAT®   increased during the year ended May 31, 2013 as compared to same period in the prior year mainly due to:

 
·
Additional payroll costs associated with the sale of AGGRASTAT® due to additional head office employees providing support for AGGRASTAT®; and

 
·
Increased travel costs associated with the sale of AGGRASTAT®.

Selling, general and administrative expenditures – Other decreased during the year ended May 31, 2013 as compared to same period in the prior year mainly due to:
 
 
·
$0.1 million decrease due to a reduction in stock compensation recorded during the year ended May 31, 2013, compared to the previous year.  $0.1 million of non-cash stock-based compensation was recorded during the year ended May 31, 2013 relating to stock options that were granted on May 10, 2012 as compared to $0.2 million during the year ended May 31, 2012 relating to stock options granted on July 18, 2011.  These options vested immediately.  

 
·
Lower professional fees during year ended May 31, 2013. During the year ended May 31, 2012 there were several professional fee expenditures relating to the one-time sale of inventory discussed previously, the graduation of the Common Shares from the NEX board of the TSX Venture Exchange, the transition from Canadian GAAP to IFRS and other professional fees.

 
 
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Net research and development expenditures for fiscal 2013 were $1,700,000, compared to $1,044,000 in fiscal 2012.  Research and development expenditures include costs associated with the Company’s clinical development and preclinical programs including salaries, research centred costs and monitoring costs.  The Company expenses research costs and has not had any development costs that meet the criteria for capitalization under IFRS.  The increase in research and development expenditures, for the year ended May 31, 2013 as compared to the same period in fiscal 2012 is due to the increased enrolment and ramp up of the Company’s clinical trial of AGGRASTAT® (tirofiban HCl) entitled “Shortened AGGRASTAT® Versus Integrilin in Percutaneous Coronary Intervention” (SAVI-PCI) and the renal dosing study that is being completed as a part of the Company’s sNDA filing; however this increase was partially offset by higher write-offs of patents during the year ended May 31, 2012.

Included in research and development expenses are charges related to impairment of the Company’s intangibles assets.  Impairments of intangible assets for fiscal 2013 were $62,000, compared to $216,000 in fiscal 2012. Intangible assets are reviewed for impairment on an ongoing basis whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Based on this review certain patents were deemed not significant to the Company’s commercial and research operations and a decision was made to no longer pursue these patents and as a result the carrying value of these patents was written off.

It is important to note that historical patterns of impairment charges cannot be taken as an indication of future impairments.  The amount and timing of impairments and write-downs may vary substantially from period to period depending on the business and research activities being undertaken at any one time and changes in the Company's commercial strategy.

During the year ended May 31, 2012, the Company recorded a non cash gain in the amount of $23,932,000 related to the settlement of its previously existing long-term debt.  In September 2007, the Company entered into a debt financing agreement with Birmingham Associates Ltd. (Birmingham), an affiliate of Elliott Associates, L.P. (Elliott), for proceeds of US$25 million. Under the terms of the agreement, Birmingham was to receive payments based on a percentage of AGGRASTAT® net sales. Birmingham was entitled to a return of 20 percent on the first US$15 million in AGGRASTAT® revenues, 17.5 percent on the next US$10 million, 15 percent on the next US$5 million and 5 percent thereafter, subject to an escalating minimum annual return, until May 31, 2020. The minimum annual payments started at US$2.5 million in 2008 and were to escalate to US$6.9 million in 2017.  The total minimum payments over the life of the agreement in aggregate were US$49.7 million.  The annual minimum payments were reflected in the effective interest rate calculation of the debt.

As at May 31, 2011, the Company was in default of the terms of its debt financing obligations.  The portion of the minimum payments that were past due included in the accrued interest on long-term debt at May 31, 2011 was $4,804,788, or US$4,933,471.  The debt agreement contained no express provisions to accelerate debt payments in an event of default, however under the agreement the lender could have exercised its security rights at any time while in default.

On July 18, 2011, the Company settled the Birmingham long-term debt in exchange for: (i) $4,750,000 in cash; (ii) 2,176,003 common shares (32,640,043 pre-consolidation common shares) of the Company; and (iii) a royalty on future AGGRASTAT® sales until May 1, 2023.  The royalty is based on four percent of the first $2,000,000 of quarterly AGGRASTAT® sales, six percent of quarterly sales between $2,000,000 and $4,000,000 and eight percent of quarterly sales exceeding $4,000,000 payable within 60 days of the end of the preceding quarter.  The previous lender has a one-time option to switch the royalty payment from AGGRASTAT® to a royalty on MC-1 sales.  Management has determined there is no value to the option to switch the royalty.
 
 
 
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In accordance with the terms of the agreement, if the Company were to dispose of its AGGRASTAT® rights, the acquirer would be required to assume the obligations under the royalty agreement.

The difference between the carrying amount of the long-term debt extinguished and the consideration paid, comprising cash, equity instruments and the royalty obligation assumed, has been recognized as a gain on the settlement of debt in the statement of net income for the year ended May 31, 2012.  In accordance with International Financial Reporting Interpretations Committee (IFRIC) 19 Extinguishing financial liabilities with equity instruments , the shares issued in partial consideration for the settlement of the debt have been included in consideration paid and measured at their fair value at the date of the settlement of $652,801.

As at July 18, 2011 the Company had total Canadian dollar book value of long-term debt of $22,254,966, net of unamortized deferred financing fees of $941,454.  The Company also had accrued interest payable of $8,145,865 for a total carrying value of the debt settled on July 18, 2011 of $30,400,831.

The gain on the settlement of debt totals $23,931,807 and consideration paid comprised $4,750,000 cash paid, common shares with a value of $652,801 and a royalty obligation valued at $901,915, in addition to legal costs associated with the debt settlement transaction of $164,308.  This was a one-time transaction and no similar gains were experienced during fiscal 2013.

Finance expense for fiscal 2013 was $466,000, compared to $554,000 in fiscal 2012.  The decrease in finance expense for the year ended May 31, 2013 as compared to the prior fiscal year is due to the settlement of the Company’s long-term debt on July 18, 2011 as described above and in Note 8 of the audited consolidated financial statements for the year ended May 31, 2013.  Finance expense in the prior fiscal year includes interest on the Birmingham long-term debt from June 1, 2011 to its settlement on July 18, 2011, as well as interest associated with the Company’s long-term debt obtained on July 18, 2011 which had an effective interest rate of seven percent during the year ended May 31, 2012.  The decrease as a result of the debt settlement is partially offset by higher accretion on the Company’s royalty obligation, which arose out of this debt settlement and higher interest on the Company’s current long-term debt as it was outstanding for the entire fiscal year ended May 31, 2013.

The net foreign exchange loss for the year ended May 31, 2013 was $22,000, compared to a net foreign exchange gain of $2,000 in fiscal 2012.   The change is due to higher fluctuations in the Canadian dollar versus the US dollar experienced during the year-ended May 31, 2013 compared to the year ended May 31, 2012.

For the year ended May 31, 2013, the Company recorded a consolidated net loss of $2,574,000 or $0.21 per share compared to consolidated net income of $23,386,000 or $1.99 per share for the year ended May 31, 2012.  As discussed above the main factors contributing to the net income in fiscal 2012 when compared to the loss during the 2013 fiscal year were the non-cash gain on the settlement of the Birmingham long-term debt and increased sales resulting from the $1.9 million of revenue recognized on the sale of unfinished product, partially offset by higher research and development expenses during the year ended May 31, 2013 due to the increased enrolment and ramp up of the Company’s clinical trial of AGGRASTAT® (tirofiban HCl) entitled “Shortened AGGRASTAT® Versus Integrilin in Percutaneous Coronary Intervention” (SAVI-PCI) and the renal dosing study that is being completed as a part of the Company’s sNDA filing.

For the year ended May 31, 2013, the Company recorded a total comprehensive loss of $2,609,000 compared to comprehensive income of $23,865,000 for the year ended May 31, 2012. The change in comprehensive income (loss) results from the factors described above, plus the change in the translation adjustment relating to the foreign currency translation of the Company's subsidiaries.
 
 
 
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The weighted average number of common shares outstanding used to calculate basic (loss) income per share was 12,196,508 for the year ended May 31, 2013 and 11,745,854 for the year ended May 31, 2012.

The weighted average number of common shares outstanding used to calculate diluted (loss) income per share was 12,196,508 for the year ended May 31, 2013 and 11,752,521 for the year ended May 31, 2012.

B. Liquidity and Capital Resources

Since the Company’s inception, it has financed operations primarily from net revenue received from the sale of AGGRASTAT®, sale of its equity securities, the issue and exercise of warrants and stock options, interest on excess funds held and the issuance of debt as well as a build up in accounts payable associated with a reliance on trade debt.

Management has forecast that contractual commitments and debt service obligations will exceed the Company's net cash flows and working capital during fiscal 2015.  The Company’s future operations are dependent upon its ability to grow sales of AGGRASTAT®, to develop and/or acquire new products, and/or secure additional capital, which may not be available under favourable terms or at all, and/or renegotiate the terms of its contractual commitments and long-term debt.  If the Company is unable to grow sales or raise additional capital, management intends to consider other strategies including further cost curtailments, delays of research and development activities, asset divestures and/or monetization of certain intangibles.

Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest only with principal repayments now beginning on August 1, 2015 and the loan matures on July 1, 2018.

Cash from operating activities for the year ended May 31, 2014 increased $1,101,000 to $111,000 compared to cash used in operating activities of $990,000 for 2013 primarily due to a lower net loss, primarily from increased revenues, and higher payments made in fiscal 2013 relating to the manufacture of AGGRASTAT®, partially offset by higher accounts receivable balances as at May 31, 2014.

Investing activities for the year ended May 31, 2014 were cash used totaling $6,000 relating to the acquisition of property and equipment compared to $7,000 relating to the acquisition of property and equipment and intangible assets for the year ended May 31, 2013.

Financing activities for the year ended May 31, 2014 included $2,000 received upon the exercise of stock options during fiscal 2014.  There was no cash from or used in financing activities during the year ended May 31, 2013.

As at May 31, 2014, the Company had cash totaling $234,297 compared to $126,615 as of May 31, 2013.  As at May 31, 2014, the Company had a working capital deficit of $739,000 compared to $2,066,000 at May 31, 2013.  The significant change in the working capital of the Company between the two years is as a result of a lower net loss resulting from increased revenues and increased accounts receivable, as well as the amendment to the Company’s long-term debt which occurred as of August 1, 2013, partially offset by higher accounts payable.
 
 
 
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The Company has long-term debt at May 31, 2014 of $5.0 million recorded in its financial statements relating to the Government of Manitoba loan described in Note 8 of the Company's consolidated financial statements for the year ended May 31, 2014. Interest is accrued based on an annual effective interest rate of seven percent. The minimum annual debt obligations are disclosed under Contractual Obligations.

C. Research and Development, Patents and Licenses, Etc.

Research and Development

The Company’s research and development activities are predominantly conducted by its subsidiary, Medicure International, Inc.

The primary ongoing research and development activity is the development and implementation of a new regulatory, brand and life cycle management strategy for AGGRASTAT®.   This strategy includes, but is not limited to, the sNDA submission to the FDA for a revised label as approved by the FDA on October 22, 2013, the potential for an additional sNDA submission to the FDA for further revisions to the product label, the ongoing SAVI-PCI study and the transdermal tirofiban program.  The extent to which the Company is able to invest in this plan is dependent upon the availability of sufficient finances.

The Company’s primary, non-AGGRASTAT®   research and development activity is TARDOXAL TM for the treatment of Tardive Dyskinesia (“TD”). A modest amount of capital is being used for the Phase II clinical study of TARDOXAL TM , entitled TARDOXAL TM for the Treatment of Tardive Dyskinesia (TEND-TD).

Subsequent to May 31, 2014, the Company acquired a minority interest in Apicore along with an option to acquire all of the remaining issued shares of Apicore within the next 3 years.  The business and operations of Apicore are distinct from the Company, and the Company’s primary operating focus is on the sale and marketing of its acute care cardiovascular drug, AGGRASTAT® That being said, the Company is also seeking to derive material benefit for shareholders through the increase in value of the Company’s minority position in Apicore and through the potential realization of value through the exercise of the Company’s option to acquire all of the remaining issued shares of Apicore within the next 3 years at a predetermined price.  As such, a modest amount of the Company’s energies and resources are directed towards assisting and assessing Apicore’s ongoing operations.

For further information on the Company’s research and development activity see Item 4B – Business Overview .

The Company intends to pursue a license or development partnership for TARDOXAL TM with a large pharmaceutical company.  Such a partnership may provide funding and other resources for further clinical trials and commercialization.  While the Company has had informal discussions with potential partners, no formal agreement, or letter of intent, has been entered into by the Company as of the date hereof.

Medicure’s library of novel therapeutics includes a series of small molecule dual acting anticoagulant/antiplatelet compounds (including the preclinical lead, MC-45308) which may be useful in treating venous and arterial thrombosis.  These compounds, which have shown activity in venous and arterial models of thrombosis, provide a basis for further research, optimization and preclinical development.  The Company is interested in out-licensing its library of small molecule anti thrombotic drugs.

The Company has evaluated and continues to evaluate the acquisition or license of other products with the objective of further broadening its product portfolio and generating additional revenue.
 
 
 
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Company-sponsored research and development net expenditures for fiscal 2014 were $689,000 (2013 - $1,700,000; 2012 - $1,044,000).

Patents and Licenses

In addition to a number of pending patent applications, the Company has 17 issued patents from the United States Patent Office providing protection for AGGRASTAT®   and related its current and historic development compounds.  The Company will continue to file patents related to its research and development activities.  The United States patents currently issued to the Company are as follows:

Patent Number
 
Issue Date
Title
  5,733,919  
     March 31, 1998
Compositions for Inhibiting Platelet Aggregation
  5,965,581  
     October 12, 1999
Compositions for Inhibiting Platelet Aggregation
  5,972,967  
     October 26, 1999
Compositions for Inhibiting Platelet Aggregation
  5,978,698  
     November 2, 1999
Angioplasty Procedure Using Nonionic Contrast Media
  6,136,794  
     October 24, 2000
Platelet Aggregation Inhibition Using Low Molecular Weight Heparin in Combination with a GP IIb/IIIa Antagonist
  6,417,204  
     July 9, 2002
Pyridoxine and Pyridoxal analogues- Cardiovascular Therapeutics
  6,538,112  
     March 25, 2003
Hybridomas and monoclonal antibodies for an anti-coagulant test
  6,770,660  
     August 3, 2004
Method for Inhibiting Platelet Aggregation
  6,861,439  
     March 1, 2005
Treatment of Cerebrovascular Disease
  7,105,673  
     September 12, 2006
Cardioprotective Phosphonates and Malonates
  7,132,430  
     November 7, 2006
Treatment of Cardiovascular and Related Pathologies
  7,148,233  
     December 12, 2006
Treatment of Cardiovascular and Related Pathologies
  7,375,112  
     May 20, 2008
Compounds and Methods for Reducing Triglyceride Levels
  7,812,037  
     October 12, 2010
Dual antiplatelet/anticoagulant pyridoxine analogs

Patents 5,733,919, 5,965,581, 5,972,967, 5,978,698, 6,136,794, 6,538,112 and 6,770,660 were purchased by the Company from MGI GP, INC. (a Delaware corporation doing business as MGI PHARMA and its Affiliate, Artery, LLC).  Pursuant to an Asset Purchase Agreement dated August 8, 2006, MGI GP, INC. sold the exclusive use of the patents to the Company in the specified territory (the United States of America including the Commonwealth of Puerto Rico; Guam; and the United States Virgin Islands).  Pursuant to the Asset Purchase Agreement the Company agreed to pay MGI GP, INC. a one-time fee for the procurement of the acquired assets.  The Asset Purchase Agreement was executed August 8, 2006.
 
 
 
55

 
 
 
Much of the work, including some of the research methods, that is important to the success of the Company’s business is germane to the industry and may not be patentable.  For this reason all employees, contracted researchers and consultants are bound by non-disclosure agreements.

Given that the patent applications for these technologies involve complex legal, scientific and factual questions, there can be no assurance that patent applications relating to the technology used by the Company will result in patents being issued, or that, if issued, the patents will provide a competitive advantage or will afford protection against competitors with similar technology, or will not be challenged successfully or circumvented by competitors.

The Company has filed patents in accordance with the Patent Cooperation Treaty (the ‘‘PCT’’).  The PCT is a multilateral treaty that was concluded in Washington in 1970 and entered into force in 1978.  It is administered by the International Bureau of the World Intellectual Property Organization (the ‘‘WIPO’’), headquartered in Geneva, Switzerland.  The PCT facilitates the obtaining of protection for inventions where such protection is sought in any or all of the PCT contracting states (total of 104 at July 1999).  It provides for the filing of one patent application (the ‘‘international application’’), with effect in several contracting states, instead of filing several separate national and/or regional patent applications.  At the present time, an international application may include designation for regional patents in respect of contracting states party to any of the following regional patent treaties: The Protocol on Patents and Industrial Designs within the framework of the African Regional Industrial Property Organization, the Eurasian Patent Convention, the European Patent Convention, and the Agreement Establishing the African Intellectual Property Organization.  The PCT does not eliminate the necessity of prosecuting the international application in the national phase of processing before the national or regional offices, but it does facilitate such prosecution in several important respects by virtue of the procedures carried out first on all international applications during the international phase of processing under the PCT.  The formalities check, the international search and (optionally) the international preliminary examination carried out during the international phase, as well as the automatic deferral of national processing which is entailed; give the applicant more time and a better basis for deciding whether and in what countries to further pursue the application.  Further information may be obtained from the official WIPO internet website (http://www.wipo.int).

On June 1, 2000 the Company entered into the Medicure International Licensing Agreement whereby it licensed the world-wide development and marketing rights for MC-1, except for Canada, to its wholly owned subsidiary, Medicure International, Inc.  As consideration for the grant of the license, Medicure International, Inc. agreed to pay the Company a fee of $1.00 upon the completion of specified milestones in the development process, together with a variable royalty of 7% to 9% of net sales of MC-1 (if any sales are ever in fact made).  The term of the Medicure International Licensing Agreement will expire on the date of expiration of the last to expire patent on MC-1, or in the absence of any such patent, on the 10th anniversary of the date of the first commercial sale of MC-1 in the country where it was last introduced (if it is ever so introduced).  The Medicure International Licensing Agreement may be terminated under a number of circumstances and, in any event, by either party at any time by providing the other with at least 90 days prior written notice of its intention to terminate the Medicure International Licensing Agreement.

Medicure International, Inc. subsequently entered into a development agreement with CanAm on June 1, 2000 to perform research and development of MC-1 and other compounds at cost, plus a reasonable mark-up not to exceed ten percent of any amount invoiced.  The parties to the development agreements have agreed that the aggregate amount of all invoiced expenditures shall not exceed $30,000,000 over the term of each agreement.  The term of the CanAm development agreement is to expire on the completion of all research and development activities by CanAm and the written acknowledgment by CanAm and Medicure International, Inc. that no further research projects will be undertaken.
 
 
 
56

 
 
 
The development agreements may be terminated under a number of circumstances and, in any event, by Medicure International, Inc. at any time by providing CanAm with at least 30 days prior written notice of its intention to terminate, or by CanAm at any time by providing Medicure International, Inc., with at least 90 days prior written notice of its intention to terminate the development agreement.

The agreements provide that all confidential information developed or made known during the course of the relationship with the Company is to be kept confidential except in specific circumstances.

D. Trend Information

Net revenue from the sale of finished AGGRASTAT® products for the year ended May 31, 2014 increased by 94% over the net revenue for the year ended May 31, 2013.  All of the Company’s sales are denominated in U.S. dollars.

Hospital demand for AGGRASTAT® increased significantly compared to the previous fiscal year.  The increase in revenue is primarily attributable to an increase in the number of new hospital customers using AGGRASTAT®. The number of new customers reviewing and implementing AGGRASTAT® has increased sharply as a result of FDA approval of the new dosing regimen for AGGRASTAT® as announced on October 11, 2013. Additionally, favourable fluctuations in the U.S. dollar exchange rate contributed to the increase in revenue.

The number of new hospital customers has increased over the year and the Company's commercial team continues to work on further expanding its customer base.

The Company is not aware of any other trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon the Company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition except the potential effect the following items may or may not have:

E. Off-balance Sheet Arrangements

As of May 31, 2014 the Company does not have any off-balance sheet arrangements, other than those disclosed below.

F. Contractual Obligations

The following tables set forth the Company’s contractual obligations as of May 31, 2014:

   
Contractual Obligations Payment Due By Period
 
(in thousands of CDN$)
 
Total
   
2015
   
2016
   
2017
   
2018
   
2019
   
Thereafter
 
Accounts Payable and Accrued Liabilities
  $ 3,001     $ 3,001     $ -     $ -     $ -     $ -     $ -  
Long-term debt obligations 1
    5,711       263       1,624       1,816       1,729       279       -  
Purchase Agreement commitments 2
    2,384       2,002       382       -       -       -       -  
Management services agreement commitments 3
    111       111       -       -       -       -       -  
Total
  $ 11,207     $ 5,377     $ 2,006     $ 1,816     $ 1,729     $ 279     $ -  

 
 
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1.
Long-term debt obligations reflect the principal and interest payments under the debt financing agreement.  The Company borrowed $5,000,000 from the Government of Manitoba, under the Manitoba Industrial Opportunities Program. The loan bears interest annually at the crown company borrowing rate and originally matured on July 1, 2016.  The loan repayment schedule is interest only for the first 24 months, with blended principal and interest payments made monthly thereafter until maturity. The loan is secured by the Company's assets and guaranteed by the Company’s Chief Executive Officer, and entities controlled by the Chief Executive Officer. The Company issued 1,333,333 common shares (20,000,000 pre-consolidated common shares) of the Company in consideration for this guarantee to the Company’s Chief Executive Officer and entities controlled by the Chief Executive Officer.  The Company relied on the financial hardship exemption from the minority approval requirement of Multilateral Instrument (MI) 61-101.  Specifically, pursuant to MI 61-101, minority approval is not required for a related party transaction in the event of financial hardship in specified circumstances.  Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two-year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest only with principal repayments now beginning on August 1, 2015 and the loan maturing on July 1, 2018.

 
2.
The Company entered into manufacturing and supply agreements, as amended, to purchase a minimum quantity of AGGRASTAT®® from a third party with remaining minimum purchases totaling $2,273,000 or US$2,096,000 (based on current pricing) over the term of the agreement, which expires in fiscal 2016. Effective January 1, 2014, the agreement was amended and the amounts previously due during fiscal 2014 were deferred until fiscal 2015 and now bear interest at 3.25% per annum, with monthly payments being made against this balance owing of US$45,000. These payments will be applied to future inventory purchases expected to made during fiscal 2015 and $182,620 is currently recorded within prepaid expenses in regards to this agreement. For the year ended May 31, 2014, interest of $17,009 (2013 - nil and 2012 - nil) is recorded within finance expense relating to this agreement.

 
3.
Effective October 1, 2009, the Company entered into a business and administration services agreement with Genesys Venture Inc. (GVI), a company controlled by the Chief Executive Officer, under which the Company was committed to pay $25,000 per month or $300,000 per annum. On October 1, 2010, an amendment was made to the agreement thereby reducing the fees to $15,000 per month, or $180,000 per year effective November 1, 2010.  Effective January 1, 2012, the Company entered into a new business and administration services agreement with GVI under which the Company is committed to pay $15,833.33 per month or $190,000 per annum along with a flexible lease of an additional $500 per month for each office space it requests and is given access to by GVI. The agreement is for a one year term and shall be automatically renewed for a succeeding term of one year if not terminated by the Company at least 90 days prior to expiry.  Either party may terminate the agreement at any time after June 30, 2012, upon 90 days written notice to the other party.  The agreement was renewed for calendar 2013 and 2014.
 
 
 
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Debt obligations reflect the minimum annual payments under the debt financing agreement.  In addition to the contractual obligations disclosed above, the Company and its wholly-owned subsidiaries, have ongoing research and development agreements with third parties in the ordinary course of business. These agreements include research and development related to AGGRASTAT® and TARDOXAL TM as well as other product opportunities.

On July 18, 2011, the Company renewed its consulting agreement with its Chief Executive Officer for a term of five years, at a rate of $180,000 annually.  The Company may terminate this agreement at any time upon 120 days written notice.

Contracts with contract research organizations (CROs) are payable over the terms of the trials and timing of payments is largely dependent on various milestones being met, such as the number of patients recruited, number of monitoring visits conducted, the completion of certain data management activities, trial completion, and other trial-related activities.

The Company periodically enters into research agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the accompanying financial statements with respect to these indemnification obligations.

As a part of the Birmingham debt settlement described above and in note 8 to the consolidated financial statements, beginning on July 18, 2011, the Company is obligated to pay a royalty to the previous lender based on future commercial AGGRASTAT® sales until 2023.  The royalty is based on four percent of the first $2,000,000 of quarterly AGGRASTAT® sales, six percent of quarterly sales between $2,000,000 and $4,000,000 and eight percent of quarterly sales exceeding $4,000,000 payable within 60 days of the end of the preceding quarter.  The previous lender has a one-time option to switch the royalty payment from AGGRASTAT® to a royalty on MC-1 sales.  Management has determined there is no value to the option to switch the royalty as the product is not commercially available for sale and development of the product is on hold.

As part of the sale of unfinished product as described in note 11 to the consolidated financial statements, if the Company exercised its option to obtain AGGRASTAT® data and was successful in getting changes to the approved use of AGGRASTAT® in the United States, the Company would be obligated to pay a three percent royalty of up to US$3,500,000 on future AGGRASTAT® sales.  The option to obtain the data expired without the Company exercising its rights thereunder.  As a result the Company has no ongoing or potential royalty obligation in connection with this agreement.

The Company is obligated to pay royalties to the University of Manitoba based on any future commercial sales of MC-1, aggregating up to 3.9 percent on net sales.  To date, no royalties are due and/or payable and, given these development programs have been placed on hold, the Company does not anticipate any such royalties to be paid.  Such royalty does not apply to the sale of TARDOXAL TM .
.
The Company received $200,000 of funding from the Province of Manitoba’s Commercialization Support for Business program to assist the Company with the completion of a study evaluating AGGRASTAT® in patients with impaired kidney function.  The study was completed and the funds received during the year ended May 31, 2013.  The funding is repayable when certain sales targets are met and the repayable requirement will remain in effect for a period not less than eight fiscal years.
 
 
 
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In the normal course of business the Company may from time to time be subject to various claims or possible claims.  Although management currently believes there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows, these matters are inherently uncertain and management’s view of these matters may change in the future.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Directors and Senior Management

The members of the board of directors and senior officers of the Company including a brief biography of each are as follows:

Dr. Albert D. Friesen, Winnipeg, Manitoba, Canada – Director, Chairman and Chief Executive Officer

The founder of Medicure Inc., Dr. Friesen holds a Ph.D. in protein chemistry from the University of Manitoba.  Dr. Friesen played a key role in founding several health industry companies including Rh Pharmaceuticals (acquired by Cangene Inc.), ABI Biotechnology (acquired by Apotex Inc.), Viventia Biotech Inc., Genesys Pharma Inc. and KAM Scientific Inc.  Dr. Friesen has experience in the establishment of pharmaceutical production facilities and has also managed and initiated the research and clinical development of several pharmaceutical candidates.  Dr. Friesen is a founder of the Industrial Biotechnology Association of Canada (IBAC) and past Chairman of its board of directors and former member of the Industrial Advisory Committee to the Biotechnology Research Institute in Montreal.  In addition to his role with the Company, Dr. Friesen is currently the President and Chairman of Genesys Venture Inc., a biotech incubator, based in Winnipeg.  Dr. Friesen provides his services to the Company through A.D. Friesen Enterprises Ltd., his private consulting corporation.  He also served as President until July 25, 2011 at which point that position was filled by Mr. Dawson Reimer. Date of birth is May 19, 1947

Dr. Arnold Naimark, Winnipeg, Manitoba, Canada – Director
 
Dr. Arnold Naimark, O.C., O.M., M.D., L.L.D., F.R.C.P.(C), F.R.S.C, FCAHS,. has had a distinguished career in biomedical research, medicine and higher education.  He is President Emeritus and Dean of Medicine Emeritus and Professor of Medicine and Physiology at the University of Manitoba.  He is currently Director of the Centre for the Advancement of Medicine, Chair of Genome Prairie and Chair of CancerCare Manitoba.  Dr. Naimark serves on the Research Council of the Canadian Institute for Advanced Research, the National Statistics Council of Canada and is Vice-Chair of the Statistics Canada Audit Committee. He was formerly: Chair of Health Canada’s Ministerial Science Advisory Board , Member of the International Advisory Committee on Research of the Alberta Cancer Board, Research Institute, Vice-Chair of the Manitoba Health Research Council and Director of the Robarts Research Institute. He is the founding Chairman of the North Portage Development Corporation, the Canadian Health Services Research Foundation and the Canadian Biotechnology Advisory Committee. He has served as President of several academic bodies including, the Canadian Physiological Society, the Canadian Society for Clinical Investigation, the Association of Canadian Medical Colleges, the Association of Universities and Colleges of Canada and as Chairman of the Association of Commonwealth Universities.  Dr. Naimark is an Officer of the Order of Canada, a Member of the Order of Manitoba and a Fellow of the Royal College of Physicians and Surgeons of Canada, the Royal Society of Canada, and the Canadian Academy of Health Sciences.  He is recipient of the G. Malcolm Brown Award of the Royal College of Physicians and Surgeons and Medical Research Council of Canada, the Osler Award, the Distinguished Service Award of Ben Gurion University, the Symons Award of the Association of Commonwealth Universities; and of honorary doctorates from Mount Allison University and the University of Toronto, and of several other awards and distinctions related to his professional, academic and civic activities. Date of birth is August 24, 1933.
 
 
 
60

 

 
Gerald P. McDole, Mississauga, Ontario, Canada, MBA – Director

Mr. McDole is currently a director of several Canadian healthcare companies.  Mr. McDole is Past President of AstraZeneca Canada Inc.  He was named President and CEO of AstraZeneca Canada Inc.'s pharmaceutical operations in 1999 and immediately led the merger of Astra Pharma and Zeneca Pharma Inc. Prior to this, Mr. McDole was president and CEO of Astra Pharma Inc., a position he assumed in 1985 after having served as Executive Vice-President. Mr. McDole is a member of the Canadian Healthcare Marketing Hall of Fame, and has been recognized by Canadian Healthcare Manager Magazine with the Who's Who in Healthcare Award in the pharmaceutical category. In recognition of Mr. McDole's outstanding contributions to the biotech and pharmaceutical industries, the University of Manitoba recently established The Gerry McDole Fellowship in Health Policy and Economic Growth. Mr. McDole holds a Bachelor of Science and a Certificate of Business Management from the University of Manitoba, an MBA from Simon Fraser University, and a Business Administration diploma from the University of Toronto.  Date of birth is January 25, 1940.

Peter Quick, Mill Neck, New York, USA – Director

Mr. Quick currently serves on the Board of Directors for Fund for the Poor, the Board of Governors of St. Francis Hospital on Long Island, and the National Selection Committee for the Jefferson Scholars Program of the University of Virginia.  Mr. Quick is past President and CEO of Quick & Reilly, Inc. and a former President of the American Stock Exchange. Mr. Quick has also served on the Board of Governors of the Chicago Stock Exchange and as Chairman of the Midwest Securities Trust Company. Mr. Quick received a bachelor's degree in engineering from the University of Virginia and attended Stanford University's Graduate School of Petroleum Engineering. He was a lieutenant in the United States Navy, and served four years active duty.  Date of birth is February 11, 1956.

Brent Fawkes, Winnipeg, Manitoba, Canada – Director

Mr. Fawkes is a Chartered Accountant with over 20 years of experience in accounting and finance. Mr. Fawkes is currently the Vice President of Finance with Standard Aero Limited, one of the world s largest independent providers of a variety of aerospace services serving a diverse array of customers in business and general aviation, airline, military, helicopter, components, energy and VIP completions markets. In his current role, Mr. Fawkes is responsible for the oversight of the finance department including external reporting, budgeting and planning and treasury management.  Date of birth is   December 21, 1969.

Dawson Reimer, MAES – President and Chief Operating Officer

Dawson Reimer proceeded from a Master's Degree in Economic Development, University of Waterloo to be employed as a full-time consultant to the Federal Department of Western Diversification. Beginning in 1996, he served as Business Development/Investor Relations with Genesys Pharma Inc. In 1997, he transitioned to Genesys Venture Inc., a biotech business incubator, where he assisted numerous biotechnology ventures in developing business plans, obtaining financing, and developing intellectual property protection. In this capacity, Mr. Reimer became actively involved in the Company at its inception and has been directly employed by the Company since 2001. He was appointed President and Chief Operating Officer of the Company effective July 25, 2011.  Before that date he served as Vice President, Operations.  Mr. Reimer is a son-in-law of Dr. Albert D. Friesen, Director, Chairman and Chief Executive Officer.   Date of birth is May 7, 1971.
 
 
 
61

 
 
 
James Kinley, CA – Chief Financial Officer

Effective September 21, 2011 Mr. James Kinley was appointed as CFO of the Company, replacing Dawson Reimer, who has served as Chief Financial Officer in an interim capacity since July 15, 2011 until Mr. Kinley’s appointment. Mr. Kinley’s services are provided to the Company through a Management Services Agreement with Genesys Venture Inc. (“GVI”).  Previous to his time at GVI and the Company, he was Manager, Financial Reporting at Manitoba Telecom Services Inc. and was involved in all aspects of financial reporting, including publicly filed documents such as their financial statements.  James is a Chartered Accountant and holds a Bachelor of Commerce (Hons.) degree from the University of Manitoba.  Date of birth is July 9, 1978.

Management

Dr. Albert D. Friesen – Chairman, Chief Executive Officer and Director : Dr. Friesen directs the overall business management of the Company (see “Directors and Senior Management” under this item).

Dawson Reimer – President and Chief Operating Officer: Subject to the direction of the Chief Executive Officer, Mr. Reimer has general charge of the Corporation’s day to day business activities with a primary focus on its commercial direction, including the advancement and management of new and existing pharmaceutical products. (See “Directors and Senior Management” under this item)

James Kinley, CA – Chief Financial Officer : Mr. Kinley is responsible for the Company’s financial management and accounting practices (see “Directors and Senior Management” under this item).

B. Compensation

Compensation paid to the directors, and executive officers of the Company during the year ended May 31, 2014, is described below and stock-based compensation described in Item 6(E) below:

The Company recorded $73,837 in fees paid or payable to Board members for attendance at meetings between June 1, 2013 and May 31, 2014 and the chairs of the Audit and Finance Committee and executive compensation, nominating and corporate governance committee were paid $5,000 each for services are committee chairs.

On October 1, 2001, a compensation agreement was entered into between the Company and A.D. Friesen Enterprises Ltd., a corporation owned by Dr. Friesen and subsequently amended on October 1, 2003, October 1, 2005, October 1, 2006, October 1, 2007 and July 18, 2011.  For the year ended May 31, 2013, the Company recorded A.D. Friesen Enterprises Ltd., $186,000 in consulting compensation, including taxable benefits.  Dr. Friesen is eligible for an annual bonus, if certain objectives of the Company are met, as determined by the Board of Directors.  During the year ended May 31, 2014, a bonus of $286,849 was granted to Dr. Friesen.  Dr. Friesen agreed on July 11, 2014 to receive the bonus in the form of common shares when he and the Company entered into a shares for debt agreement.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of the shares.
 
 
 
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Dawson Reimer serves the Company as President and Chief Operating Officer and received a salary of $165,000 payable in equal semi-monthly instalments in fiscal 2014.

During the year ended May 31, 2014, the Company paid directors a total of Nil (Year ended May 31, 2013: Nil; Year ended May 31, 2012: Nil; Year ended May 31, 2011: Nil; Year ended May 31, 2010: Nil) for consulting fees.

The Company has agreed to provide its independent directors $2,000 for each quarterly board meeting they personally attend ($1,000 via telephone), and $1,500 for each quarterly executive compensation, nominating and corporate governance committee meeting or audit and finance committee meeting they attend that is not held in conjunction with a regular Board meeting.

For fiscal 2011 and prior, due to the Company’s financial position, the board had offered and committed not to request, and has therefore not received, any compensation for their services as independent directors. Subsequent to the debt settlement that occurred on July 18, 2011, the Company began paying the Board members this amount owing and had paid $54,000 during fiscal 2013 relating to these accrued amounts.  During fiscal 2013, the members of the Board of Directors agreed to further defer payments on amounts owing.  Beginning on February 22, 2013, these amounts began to bear interest at a rate of 5.5% per annum.  For the year ended May 31, 2014, $14,918 (2013 - $3,107) was recorded within finance expense in relation to these amounts payable to the members of the Company’s Board of Directors.  As at May 31, 2014, the Company has $289,869 of accrued compensation owing to the independent members of the Board of Directors relating to Directors fees.  Subsequent to May 31, 2014, On July 11, 2014 and as described in note 10(b) the Company announced that, subject to all necessary regulatory approvals, it had entered into shares for debt agreements with certain members of the Board of Directors, pursuant to which the Company will issue common shares at a deemed price of $1.98 per common share to satisfy outstanding amounts owing to the Company’s Board of Directors.  Of the amounts payable to the Company's Board of Directors as at May 31, 2014, $106,490 was included in these shares for debt agreements.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.

The Company does not provide any cash compensation for its directors who are also officers of the Company for their services as directors.

No pension, retirement fund and other similar benefits have been set aside for the officers and directors of the Company.

C. Board Practices

The Board of Directors presently consists of five directors, four of whom were elected at the Company’s annual general meeting of the shareholders held on November 26, 2013.  Each director holds office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the By-Laws of the Company, or with the provisions of the Canada Business Corporations Act .

Dr. Albert D. Friesen has served as a director of the Company since September 1997.  Dr. Arnold Naimark has served as a director of the Company since March 2000.  Gerald McDole has served as a director of the Company since January 2004.  Peter Quick has served as a director of the Company since November 2005.  Brent Fawkes has served as a director of the Company since January 2013.
 
 
 
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As discussed in more detail below, the Board of Directors maintains an Audit and Finance Committee and an Executive Compensation, Nominating and Corporate Governance Committee.

Corporate Governance

The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201 Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company.  In addition, the CSA have implemented National Instrument NI 58-101 Disclosure of Corporate Governance Practices , which prescribes certain disclosure by the Company of its corporate governance practices.  The Company's approach to corporate governance is set forth below.

The Board believes that a clearly defined system of corporate governance is essential to the effective and efficient operation of the Company. The system of corporate governance should reflect the Company’s particular circumstances, having always as its ultimate objective, the best long-term interests of the Company and the enhancement of value for all shareholders.

Directors are considered to be independent if they have no direct or indirect material relationship with the Company.  A "material relationship" is a relationship which could, in the view of the Company's board of directors, be reasonably expected to interfere with the exercise of a director's independent judgment.

The Executive Compensation, Nominating and Corporate Governance Committee has reviewed the independence of each director on the basis of the definition in section 1.4 of National Instrument 52-110 – Audit Committees ("NI 52-110"). The Board has determined, after reviewing the roles and relationships of each of the directors, that Dr. Arnold Naimark, Brent Fawkes, Gerald McDole and Peter Quick are independent from the Company. Only Dr. Albert Friesen is deemed to not be independent from the Company. As part of every regularly scheduled Board and committee meeting, the independent directors are given the opportunity to meet separately from management and the non-independent director. Board committees are entirely composed of independent directors who meet without management when required.

Gerald McDole is presently a director of Cipher Pharmaceuticals Inc. No other director of the Company is currently a director of any other “reporting issuers” (as such term is defined in Canadian provincial securities legislation).

The Board has an orientation program in place for new directors which the Board feels is appropriate having regard to the current makeup of the Board. Each director receives relevant corporate and business information on the Company, the Board, and its committees. The directors regularly meet with Management and are given periodic presentations on relevant business issues and developments.

Presentations are made to the Board from time to time to educate and keep it informed of changes within the Company and of regulatory and industry requirements and standards.

The Company’s Board has adopted a Code of Ethics applicable to directors, officers and employees, copies of which are available on the Company’s website (www.medicure.com). A copy may also be obtained upon request to the Secretary of the Company at its head office, 2-1250 Waverley Street, Winnipeg, Manitoba, R3T 6C6. The ECNCG Committee regularly monitors compliance with the Code of Ethics and also ensures that Management encourages and promotes a culture of ethical business conduct.
 
 
 
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Audit and Finance Committee
 
Pursuant to Section 171 of the Canada Business Corporations Act (the “Act”) , the Company is required to have an Audit Committee.  Section 171(1) of the Act requires the directors of a reporting corporation to elect from among their number a committee composed of not fewer than three directors, of whom a majority must not be officers or employees of the corporation or an affiliate of the corporation.  Section 171(3) of the Act provides that, before financial statements are approved by the directors, they must be submitted to the audit committee for review.  Section 171(4) of the Act provides that the auditor must be given notice of, and has the right to appear before and to be heard at, every meeting of the audit committee, and must appear before the audit committee when requested to do so by the committee.  Finally, section 171(5) of the Act provides that on the request of the auditor, the audit committee must convene a meeting of the audit committee to consider any matters the auditor believes should be brought to the attention of the directors or members.

Pursuant to section 6.1 of NI 52-110, the Company is exempt from the requirements of Parts 3 and 5 of NI 52-110 for the year ended May 31, 2014, by virtue of the Company being a "venture issuer" (as defined in NI 52-110).

Part 3 of NI 52-110 prescribes certain requirements for the composition of audit committees of non-exempt companies that are reporting issuers under Canadian provincial securities legislation.  Part 3 of NI 52-110 requires, among other things that an audit committee be comprised of at three directors, each of whom, is, subject to certain exceptions, independent and financially literate in accordance with the standards set forth in NI 52-110.

Part 5 of NI 52-110 requires an annual information form that is filed by a non-exempt reporting issuer under National Instrument 51-102 – Continuous Disclosure Obligations , as adopted the CSA, to include certain disclosure about the issuer's audit committee, including, among other things: the text of the audit committee's charter; the name of each audit committee member and whether or not the member is independent and financially literate; whether a recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the issuer's board of directors, and the reasons for the board's decision; a description of any policies and procedures adopted by the audit committee for the engagement of non-audit services; and disclosure of the fees billed by the issuer's external auditor in each of the last two fiscal years for audit, tax and other services.

Notwithstanding the exemption available under section 6.1 of NI 52-110, as at the date hereof, the Audit and Finance Committee is comprised of four independent directors: Brent Fawkes (Chair), Gerald McDole, Dr. Arnold Naimark, and Peter Quick.  The relevant experience of each member is described above. (See “Item 6 - Directors, Senior Management and Employees ”.)

As a result of their education and experience, each member of the audit committee has familiarity with, an understanding of, or experience in:

 
·
the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

 
·
reviewing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, and

 
·
an understanding of internal controls and procedures for financial reporting.
 
 
 
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Under the Sarbanes-Oxley Act of 2002, the independent auditor of a public Company is prohibited from performing certain non-audit services. The Audit and Finance Committee has adopted procedures and policies for the pre-approval of non-audit services, as described in the Audit and Finance Committee Charter reproduced below.
 
 
 
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AUDIT AND FINANCE COMMITTEE CHARTER
 
GENERAL FUNCTIONS, AUTHORITY, AND ROLE
 
The purpose of the Audit and Finance Committee (the “Committee”) is to oversee the accounting, financial reporting and disclosure processes of the Company and the audits of its financial statements, and thereby assist the Board of Directors of the Company (the “Board”) in monitoring the following:
 
(1) the integrity of the financial statements of the Company;
 
(2) compliance by the Company with ethical policies and legal and regulatory requirements related to financial reporting and disclosure;
 
(3) the appointment, compensation, qualifications, independence and performance of the Company’s internal and external auditors;
 
(4) the performance of the Company's independent auditors;
(5) performance of the Company's internal controls and financial reporting and disclosure processes; and
 
(6) that management of the Company has assessed areas of potential significant financial risk to the Company and taken appropriate measures.
 
The Committee has the power to conduct or authorize investigations into any matters within its scope of responsibilities, with full access to all books, records, facilities and personnel of the Company, its auditors and its legal advisors. In connection with such investigations or otherwise in the course of fulfilling its responsibilities under this charter, the Committee has the authority to independently retain, and set and pay compensation to, special legal, accounting, or other consultants to advise it, and may request any officer or employee of the Company, its independent legal counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee has the power to create specific sub-committees with all of the power to conduct or authorize investigations into any matters within the scope of the mandate of the sub-committee, with full access to all books, records, facilities and personnel of the Company, its auditors and its legal advisors.
 
In the course of fulfilling its specific responsibilities hereunder, the Committee has authority to, and must, maintain free and open communication between the Company's independent auditor, Board and Company management. The responsibilities of a member of the Committee are in addition to such member's duties as a member of the Board.
 
While the Committee has the responsibilities and powers set forth in this charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete, accurate, and in accordance with International Financial Reporting Standards (“IFRS”). This is the responsibility of management and the independent auditor. Nor is it the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations and the Company’s Code of Ethics. Any responsibilities that the Committee has the power to act upon, may be recommended to the Board to act upon.
 
MEMBERSHIP
 
The membership of the Committee will be as follows:
 
The Committee shall consist of a minimum of three members of the Board, appointed from time to time, each of whom is affirmatively confirmed as independent by the Board in accordance with the definition of independence for audit committee members set out in Appendix I hereto, with such affirmation disclosed in the Company's Management Information Circular for its annual meeting of shareholders. All members of the Committee should be “financially literate”, as defined in Appendix I, and at least one of the members shall be an “audit committee financial expert” as defined in as defined in Appendix I.
 
 
 
 
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The Board will elect, by a majority vote, one member as chairperson. In the absence of the Chair of the Committee, the members shall appoint an acting Chair.

The members of the Committee shall meet all independence and financial literacy requirements of The TSX Venture Exchange, and the requirements of such other securities exchange or quotations system or regulatory agency as may from time to time apply to the Company.

Any member of the Committee may be removed and replaced at any time by the Board and will automatically cease to be a member of the Committee as soon as such member ceases to be a Director. The Board may fill vacancies in the Committee by election from among the members of the Board. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office.

A quorum shall be a majority of the members provided that if the number of members is an even number, one half of the number plus one shall constitute a quorum.

A member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board, or any other Board committee, accept any consulting, advisory, or other compensatory fee from the Company, and may not be an affiliated person of the Company or any subsidiary thereof.

RESPONSIBILITIES

The responsibilities of the Committee shall be as follows:

Frequency of Meetings

Meet quarterly or more often as may be deemed necessary or appropriate in its judgment, either in person or telephonically.

The Committee will meet with the independent auditor at least annually, either in person or telephonically.

Reporting Responsibilities

Provide to the Board proper Committee minutes.

Report Committee actions to the Board with such recommendations as the Committee may deem appropriate.

Committee and Charter Evaluation

The Committee shall annually review, discuss and assess its own performance. In addition, the Committee shall periodically review its role and responsibilities.

Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Whistleblower Mechanism

Adopt and review annually a procedure through which employees and others can confidentially and anonymously inform the Committee regarding any concerns about the Company's accounting, internal accounting controls or auditing matters. The procedure shall include responding to and the retention of, any such complaints.
 
 
 
 
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Legal Responsibilities

Perform such functions as may be assigned by law, by the Company's certificate of incorporation, memorandum, articles or similar documents, or by the Board.

INDEPENDENT AUDITOR

Nomination, Compensation and Evaluation

The Company’s independent auditor is ultimately accountable to the Committee and the Board and shall report directly to the Committee. The Committee shall review the independence and performance of the auditor and annually recommend to the Board the appointment and compensation of the independent auditor or approve any discharge of auditor when circumstances warrant.

Review of Work

The Committee is directly responsibility for overseeing the work of the independent auditor engaged to prepare or issue an audit report or perform other audit, review or attest services for the Company, including the resolution of disagreements between management and the independent auditor regarding financial reporting.

Approval in Advance of Related Party Transactions

Pre-approval of all “related party transactions,” which are transactions or loans between the Company and a related party involving goods, services, or tangible or intangible assets that are:

(1) material to the Company or the related party; or

(2) unusual in their nature or conditions.

A related party includes an affiliate, major shareholder, officer, other key management personnel or director of the Company, a company controlled by any of those parties or a family member of any of those parties.

Engagement Procedures for Audit and Non-Audit Services

Approve in advance all audit services to be provided by the independent auditor. Establish policies and procedures that establish a requirement for approval in advance of the engagement of the independent auditor to provide permitted non-audit services provided to the Company or its subsidiary entities and to prohibit the engagement of the independent auditor for any activities or services not permitted by any of the Canadian provincial securities commissions, the Securities Exchange Commission (“SEC”) or any securities exchange on which the Company's shares are traded including any of the following non-audit services:
 
         Bookkeeping or other services related to accounting records or financial statements of the Company;

        Financial information systems design and implementation consulting services;

     ●     Appraisal or valuation services, fairness opinions, or contributions-in-kind reports;

     ●      Actuarial services;

     ●     Internal audit outsourcing services;
 
 
 
 
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     ●     Any management or human resources function;
 
     ●      Broker, dealer, investment advisor, or investment banking services;

     ●     Legal services;

     ●      Expert services related to the auditing service; and

     ●     Any other service the Board determines is not permitted.
 
Hiring Practices

Review and approve the Company’s hiring policy regarding the partners, employees and former partners and employees of the present and former independent auditor of the Company. Ensure that no individual who is, or in the past three years has been, affiliated with or employed by a present or former auditor of the Company or an affiliate, is hired by the Company as a senior officer until at least three years after the end of either the affiliation or the auditing relationship.

Independence Test

Take reasonable steps to confirm the independence of the independent auditor, which shall annually include:
 
        Ensuring receipt from the independent auditor of a formal written statement delineating all relationships between the independent auditor and the Company, consistent with the Independence Standards Board Standard No. 1 and related Canadian regulatory body standards;
 
     ●     Considering and discussing with the independent auditor any relationships or services provided to the Company, including non-audit services, that may impact the objectivity and independence of the independent auditor; and
 
     ●     As necessary, taking, or recommending that the Board take, appropriate action to oversee the independence of the independent auditor and evaluate whether it is appropriate to rotate the independent auditor on a regular basis.
 
Audit and Finance Committee Meetings

Notify the independent auditor of every Committee meeting and permit the independent auditor to appear and speak at those meetings.

At the request of the independent auditor, convene a meeting of the Committee to consider matters the auditor believes should be brought to the attention of the directors or shareholders.

Keep minutes of its meetings and report to the Board for approval of any actions taken or recommendations made.

Restrictions

Confirm with management and the independent auditor that no restrictions are placed on the scope of the auditors' review and examination of the Company's accounts.
 
 
 
 
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OTHER PROFESSIONAL CONSULTING SERVICES
 
Engagement Review
 
As necessary, consider with management the rationale and selection criteria for engaging professional consulting services firms.
 
Ultimate authority and responsibility to select, evaluate and approve professional consulting services engagements.
 
AUDIT AND REVIEW PROCESS AND RESULTS
 
Scope
 
Consider, in consultation with the independent auditor, the audit scope, staffing and planning of the independent auditor.
 
Review Process and Results
 
Consider and review with the independent auditor the matters required to be discussed by such auditing standards as may be applicable.
 
Review and discuss with management and the independent auditor at the completion of annual and quarterly examinations, if any:
 
        The Company's Management Discussion & Analysis (“MD&A”) and news releases related to financial results;
 
     ●     The Company’s management certifications of the financial statements and accompanying MD&A as required under applicable securities laws;
 
     ●     The Company’s annual information form (“AIF”), if one is prepared and filed.
 
     ●     The independent auditor's audit of the financial statements and its report thereon;
 
     ●     Any significant changes required in the independent auditor's audit plan;
 
     ●     The appropriateness of the presentation of any non-IFRS related financial information;
 
     ●     Any serious difficulties or disputes with management encountered during the course of the audit; and
 
     ●     Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.
 
Review the management letter, if any, delivered by the independent auditor in connection with the audit.

Following such review and discussion, if so determined by the Committee, recommend to the Board that the annual financial statements be included in the Company's annual report.

Review and discuss with management and the independent auditor the adequacy of the Company's internal accounting and financial controls that management and the Board have established and the effectiveness of those systems, and inquire of management and the independent auditor about significant financial risks or exposures and the steps management has taken to minimize such risks to the Company.
 
 
 
 
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Meet separately with the independent auditor and management, as necessary or appropriate, to discuss any matters that the Committee or any of these groups believe should be discussed privately with the Committee.

Review and discuss with management and the independent auditor the accounting policies which may be viewed as critical, including all alternative treatments for financial information within IFRS that have been discussed with management, and review and discuss any significant changes in the accounting policies of the Company and industry accounting and regulatory financial reporting proposals that may have a significant impact on the Company's financial reports.
 
Review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures, if any, on the Company's financial statements.

Review with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company's financial statements or accounting policies.

Review with the Company's legal counsel legal matters that may have a material impact on the financial statements, the Company's financial compliance policies and any material reports or inquiries received from regulators or governmental agencies related to financial matters.

SECURITIES REGULATORY FILINGS

Review filings with the Canadian provincial securities commissions and the SEC and other published documents containing the Company's financial statements.

Review, with management, prior to public disclosure, the Company’s financial statements and MD&A and related press releases. The chairperson of the Committee may represent the entire Committee for purposes of this review.

Ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the disclosure stated above, and periodically assess the adequacy of those procedures.

RISK ASSESSMENT

Meet periodically with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

Assess risk areas and policies to manage risk including, without limitation, environmental risk, insurance coverage and other areas as determined by the Board from time to time.

Review and discuss with management, and approve changes to, the Company's Corporate Investment Policy.

LIMITATION ON DUTIES OF AUDIT AND FINANCE COMMITTEE

In contributing to the Committee’s discharging of its duties under this charter, each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject.
 
 
 
 
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ADOPTION OF CHARTER

This charter was originally adopted by the Board on August 23, 2004 and revised on January 17, 2012.
 
 
APPENDIX I
 
GLOSSARY OF TERMS
 
“Independent” means a director who has no direct or indirect material relationship with the Company or its subsidiaries.
 
A “ material relationship” is a relationship which could, in the view of the Board of the Company, be reasonably expected to interfere with the exercise of the person’s independent judgment.
 
For greater certainty, certain individuals will be deemed not to be independent:
 
a) an individual who is, or has been within the last three years, an employee or executive officer of the Company;
 
b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the Company;
 
c) an individual who is a partner of, or employed by the Company’s internal or external auditor or who was, within the last three years, a partner or employee of that audit firm and personally worked on the Company’s audit within that time. For this purpose, “partner” does not include a fixed income partner;
 
d) an individual whose child or stepchild shares a home with the individual or whose spouse, is a partner of the Company’s internal or external auditor, or is an employee of the audit firm and participates in its audit, assurance or tax compliance practice or who was within the last three years a partner or employee of the audit firm and personally worked on the Company’s audit within that time. For this purpose, “partner” does not include a fixed income partner;
 
e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the Company’s current executive officers serve or served at the same time on the entity’s compensation committee; and
 
f) an individual who received, or whose immediate family member who is employed as an executive officer of the Company received, more than $75,000 in direct compensation from the Company during any 12 month period within the last three years. For purposes hereof, direct compensation does not include remuneration for acting as a member of the Board or of any Board committee or remuneration consisting of fixed amounts of compensation under a retirement plan for prior service provided that such compensation is not contingent on any way on continued service.
 
For purposes hereof, “ Company” includes Medicure Inc. and any subsidiaries thereof.
 
Notwithstanding the foregoing, a person will not be considered to have a material relationship with the Company solely because he or she:
 
a) has previously acted as an interim chief executive officer of the issuer, or
 
b) acts, or has previously acted, as a chair or vice-chair of the Board or any Board committee, on a part-time basis.
 
 
 
 
 
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Meaning Of “Independence” For Audit Committees
In addition to the requirement of being an Independent Director as described above, members of the Audit Committee will not be considered “independent” for that purpose where the individual:
 
a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or subsidiary of the Company, other than as remuneration for acting in his or her capacity as a member of the Board or any Board committee, or as a part-time or vice-chair of the Board or any Board Committee; or
 
b) is an affiliated entity (as defined in National Instrument 52-110 Audit Committees) of the Company or any of its subsidiaries.
 
For purposes hereof, indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by (i) an individual’s spouse, minor child or stepchild, or child or stepchild who shares the individual’s home, or (ii) an entity in which such individual is a partner, member, executive officer or managing director (or comparable position) and which provides accounting, consulting, legal, investment banking or financial advisory services to the Company or any subsidiary of the Company. Notwithstanding the foregoing, compensatory fees do not include receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.
 
Meaning of “financially literate”
 
For purposes hereof, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.
 
Meaning of “audit committee financial expert”
 
An “audit committee financial expert” means a person who has the following attributes:
 
(1) An understanding of generally accepted accounting principles and financial statements;
 
(2) The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
 
(3) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;
 
(4) An understanding of internal controls over financial reporting;
 
(5) An understanding of audit committee functions.
 
A person shall have acquired such attributes through:
 
(1) Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;
 
(2) Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;
 
 
 
 
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(3) Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or
 
(4) Other relevant experience.
 
 
Executive Compensation, Nominating and Corporate Governance Committee
 
The Executive Compensation, Nominating and Corporate Governance Committee is responsible for determining the compensation of executive officers of the Company. The current members of the Committee are Dr. Arnold Naimark (Chair), Gerald McDole, Peter Quick and Brent Fawkes, none of whom is a current or former executive officer of the Company. The Committee meets at least once a year.
 
The Committee has developed a policy to govern the Company's approach to corporate governance issues and provides a forum for concerns of individual directors about matters not easily or readily discussed in a full board meeting, e.g., the performance of management. The Committee ensures there is a clear definition and separation of the responsibilities of the Board, the Committees of the Board, the Chief Executive Officer and other management employees. It also ensures there is a process in place for the orientation and education of new directors and for continuing education of the Board. The Committee also assesses the effectiveness of the Board and its committees on an ongoing ad hoc basis. It also reviews at least annually the Company's responsiveness to environmental impact, health and safety and other regulatory standards.
 
The Committee reviews the objectives, performance and compensation of the Chief Executive Officer at least annually and makes recommendations to the Board for change. The Committee makes recommendations based upon the Chief Executive Officer’s suggestions regarding the salaries and incentive compensation for senior officers of the Company. The Committee also reviews significant changes to compensation, benefits and human resources policies and compliance with current human resource management practices, such as pay equity, performance review and staff development. The Committee is responsible for reviewing and recommending changes to the compensation of directors as necessary.

The charter of the Executive Compensation, Nominating and Corporate Governance Committee can be found on the Company’s website at www.medicure.com.

D. Employees

In addition to the individuals disclosed in Section A. Directors and Senior Management of this item, the Company has 13 employees.  During the fiscal year 2014, the Company has increased its total employment and plans to continue to increase total employment during fiscal 2015.

E. Share Ownership

The following table discloses the number of shares (each share possessing identical voting rights), stock options and percent of the shares outstanding held by the directors and officers of the Company, and their respective affiliates, directly and indirectly, at May 31, 2014.
 
 
 
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Title of Class
Identity of Person or Group
Amount Owned
Percentage of Class
       
Common shares
Dr. Albert D. Friesen (1) (2)
2,287,147 (1)
18.75%
Common shares
Dr. Arnold Naimark
Nil
Nil
Common shares
Gerald P. McDole (2)
667
0.005%
Common shares
Peter Quick
Nil
Nil
Common shares
Brent Fawkes (2)
Nil
Nil
Common shares
James Kinley
1,700
0.01%
Common shares
Dawson Reimer
21,815
0.18%

 
(1)
Dr. Albert D. Friesen holds 834,867 shares personally or in an RRSP, a Canadian individual retirement plan.  The rest of the shares are held by ADF Family Holding Corp., his wife Mrs. Leona M. Friesen, and CentreStone Ventures Limited Partnership Fund (the “Fund”).  Dr. Friesen is the General Partner of the Fund.
 
(2)
Subsequent to May 31, 2014, On July 11, 2014 the Company announced that, subject to all necessary regulatory approvals, it has entered into shares for debt agreements with its Chief Executive Officer, Dr. Albert Friesen and certain members of the Board of Directors, pursuant to which the Company will issue 205,867 of its common shares at a deemed price of $1.98 per common share to satisfy $407,617 of outstanding amounts owing to CEO and members of the Company’s Board of Directors.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.

Incentive Stock Options

The Company has established an Incentive Stock Option Plan (the ‘‘Plan’’) for its directors, key officers, employees and consultants.  Options granted pursuant to the Plan will not exceed a term of ten years and are granted at an option price and on other terms which the directors determine is necessary to achieve the goal of the Plan and in accordance with regulatory requirements, including those of the TSX Venture Exchange.  Each option entitles the holder thereof to purchase one (1) Common Share of the Company on the terms set forth in the Plan and in such purchaser’s specific stock option agreement.  The option price may be at a discount to market price, which discount will not, in any event, exceed that permitted by any stock exchange on which the Company’s Common Shares are listed for trading.

The number of Common Shares allocated to the Plan, the exercise period for the options, and the vesting provisions for the options will be determined by the board of directors of the Company from time to time.  The aggregate number of shares reserved for issuance under the Plan, together with any stock options outstanding, will not exceed 15% of the issued and outstanding Common Shares at the date of adoption of the Plan.  The Plan was adopted by the shareholders of the Company on November 30, 2012.

The Common Shares issued pursuant to the exercise of options, when fully paid for by a participant, are not included in the calculation of Common Shares allocated to or within the Plan.  Should a participant cease to be eligible due to the loss of corporate office (being that of an officer or director) or employment, the option shall cease for varying periods not exceeding 90 days.  Loss of eligibility for consultants is regulated by specific rules imposed by the directors when the option is granted to the appropriate consultant.  The Plan also provides that estates of deceased participants can exercise their options for a period not exceeding one year following death.

The following table discloses the stock options beneficially held by the directors and officers of the Company, and their respective affiliates, directly and indirectly, , as of May 31, 2014.  The stock options are subject to the Plan and are for shares of Common Stock of the Company.
 
 
 
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Name of Person
Number of Shares Subject to Issuance Exercise Price per Share
 
Expiry Date
Dr. Albert D. Friesen
 
10,000
10,000
414,000
75,000
 
$24.75
$24.45
$1.50
$0.30
 
December 6, 2015
October 14, 2016
July 18, 2021
May 10, 2023
Dr. Arnold Naimark
 
2,333
7,333
3,333
667
45,000
 
$24.75
$14.70
$0.60
$0.60
$0.30
 
December 6, 2015
December 11, 2017
September 3, 2018
April 16, 2019
May 10, 2023
Gerald P. McDole
 
5,000
667
3,333
667
45,000
 
$24.75
$14.70
$0.60
$0.60
$0.30
 
December 6, 2015
December 11, 2017
September 3, 2018
April 16, 2019
May 10, 2023
Peter Quick
 
6,667
3,333
667
3,333
667
45,000
 
$24.75
$23.10
$14.70
$0.60
$0.60
$0.30
 
December 6, 2015
January 16, 2017
December 11, 2017
September 3, 2018
April 16, 2019
May 10, 2023
Brent Fawkes
 
45,000
 
$0.30
 
May 10, 2023
James Kinley
 
45,000
 
$0.30
 
May 10, 2023
Dawson Reimer
 
4,333
6,667
6,667
266,667
56,000
 
$24.75
$24.45
$0.45
$1.50
$0.30
 
December 6, 2015
October 14, 2016
November 10, 2018
July 18, 2021
May 10, 2023

Subsequent to May 31, 2014, on July 7, 2014 the Company granted an aggregate of 332,300 options pursuant to the Plan to certain directors, officers, employees, management company employees and consultants of the Company.  Of these options, 92,300 are set to expire on the tenth anniversary of the date of grant, and 240,000 are set to expire on the fifth anniversary of the date of grant.  All 332,300 options were issued at an exercise price of $1.90 per share.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of May 31, 2014, the following table sets forth the beneficial ownership of the Company's common shares by each person known by the Company to own beneficially more than 5% of the issued and outstanding common shares of the Company. Information as to shares beneficially owned, directly or indirectly, by each nominee or over which each nominee exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective nominees individually.  The Company does not know the majority of the ultimate beneficial owners of these common shares.
 
 
 
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Title of Class
Identity of Person or Group
Amount Owned
Percentage of Class
       
Common shares
Dr. Albert D. Friesen
2,287,147 (1)(2)
18.75%
 
Winnipeg, Manitoba
   
Common shares
Elliot International Capital Advisors
2,176,003
17.84%
Common shares
Dr. Lars Hoie
1,334,549
10.94%
 
London, England
   

Notes:
(1)
Dr. Albert Friesen holds 834,867 shares personally or in an RRSP.  The rest of the shares are held by ADF Family Holding Corp., his wife Mrs. Leona M. Friesen, and the Fund.
(2)
Subsequent to May 31, 2014, on July 11, 2014 and as described in note 10(b) the Company announced that, subject to all necessary regulatory approvals, it had entered into a shares for debt agreement with its Chief Executive Officer, pursuant to which the Company will issue common shares at a deemed price of $1.98 per common share to satisfy outstanding amounts owing to the CEO.  Of the amount payable to the CEO as at May 31, 2014, $286,849 was included in this shares for debt agreement.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.

As of May 31, 2014 there were approximately 6,500 shareholders of record worldwide.  As of this date there were approximately 1,600 shareholders of record in the United States holding a total of 3,450,000 common shares of the Company.

To the best of the Company's knowledge, it is not owned or controlled, directly or indirectly, by another Company, by any foreign government or by any other natural or legal person severally or jointly.

As of May 31, 2014, the total number of issued and outstanding common shares of the Company beneficially owned by the directors and executive officers of the Company as a group was 2,311,329 (or 18.95% of common shares).

To the best of the Company's knowledge, there are no arrangements, the operation of which at a subsequent date will result in a change in control of the Company.

The major shareholders do not have any special voting rights.

Insider Reports under Canadian Securities Legislation

Since the Company a reporting issuer under the Securities Acts of each of the provinces of Canada, certain "insiders" of the Company (including its directors, certain executive officers, and persons who directly or indirectly beneficially own, control or direct more than 10% of its common shares) are generally required to file insider reports of changes in their ownership of the Company's common shares five days following the trade under National Instrument 55-104 – Insider Reporting Requirements and Exemptions , as adopted by the Canadian Securities Administrators.  Insider reports must be filed electronically five days following the date of the trade at www.sedi.ca . The public is able to access these reports at www.sedi.ca .

The U.S. rules governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those discussed above.  Section 13 of the Exchange Act imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in the Rule 13d-3 under the Exchange Act) of more than 5 per cent of a class of an equity security registered under Section 12 of the Exchange Act.  In general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the Securities and Exchange Commission containing the information prescribed by the regulations under Section 13 of the Exchange Act.  This information is also required to be sent to the issuer of the securities and to each exchange where the securities are traded.
 
 
 
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B. Related Party Transactions

Except as disclosed below, the Company has not, since June 1, 2013, and does not at this time propose to:

(1)
enter into any transactions which are material to the Company or a related party or any transactions unusual in their nature or conditions involving goods, services or tangible or intangible assets to which the Company or any of its former subsidiaries was a party;

(2)
make any loans or guarantees directly or through any of its former subsidiaries to or for the benefit of any of the following persons:

 
(a)
enterprises directly or indirectly through one or more intermediaries, controlling or controlled by or under common control with the Company;

 
(b)
associates of the Company (unconsolidated enterprises in which the Company has significant influence or which has significant influence over the Company) including shareholders beneficially owning 10% or more of the outstanding shares of the Company;

 
(c)
individuals owning, directly or indirectly, shares of the Company that gives them significant influence over the Company and close members of such individuals families;

 
(d)
key management personnel (persons having authority in responsibility for planning, directing and controlling the activities of the Company including directors and senior management and close members of such directors and senior management); or

 
(e)
enterprises in which a substantial voting interest is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

On July 18, 2011, the Company entered into a consulting agreement with A.D. Friesen Enterprises Ltd. pursuant to which Dr. Albert Friesen serves the Company as its Chief Executive Officer.  The agreement is for a term of five years, at a rate of $180,000 annually.  Dr. Friesen is also eligible for a yearly merit/performance bonus, if any, that the Company’s board of directors, in its sole discretion, may authorize.

During the year ended May 31, 2014, the Company recorded a bonus of $286,849 to its Chief Executive Officer which is recorded within selling, general and administrative expenses.

Subsequent to May 31, 2014, on July 11, 2014 and as described in note 10(b) the Company announced that, subject to all necessary regulatory approvals, it had entered into a shares for debt agreement with its Chief Executive Officer, pursuant to which the Company will issue common shares at a deemed price of $1.98 per common share to satisfy outstanding amounts owing to the CEO.  Of the amount payable to the CEO as at May 31, 2014, $286,849 was included in this shares for debt agreement.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.
 
 
 
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The Company may terminate the consulting agreement with the CEO for any reason and at any time upon 120 days written notice.  During the year ended May 31, 2013, the Company recorded a total of $186,000 to A.D. Friesen Enterprises Ltd.  During the year ended May 31, 2012, the Company paid a total of $186,000 to A.D. Friesen Enterprises Ltd.  During the year ended May 31, 2011 the Company paid a total of $201,000 to A.D. Friesen Enterprises Ltd.

Dr. Friesen, a director, the Chairman and the Chief Executive Officer of the Company is also the majority shareholder in a management services company, Genesys Venture Inc. (“GVI”) which entered into a management services agreement with the Company as of October 1, 2010.   Effective January 1, 2012, the Company entered into a new business and administration services agreement with GVI under which the Company is committed to pay $15,833.33 per month or $190,000 per annum along with an additional $500 per month for each office space it requests and is given access to by GVI. The agreement was for an initial term of one year and shall be automatically renewed for succeeding terms of one year.  Either party may terminate the agreement at any time after June 30, 2012, upon 90 days written notice to the other party.  The Chief Financial Officer's services, accounting, payroll, human resources, and information technology are provided pursuant to this agreement.  The agreement was renewed for the 2013 and 2014 calendar years. During fiscal 2014 $220,500 was paid in accordance with the terms of this agreement.  Additionally, during fiscal 2014 the Company recorded for fees paid or payable to GVI $32,500 for commercial support services.

Dr. Friesen, a director, the Chairman  and the Chief Executive Officer of the Company also owns a clinical research organization, GVI Clinical Development Solutions Inc. (“GVI CDS”) which entered into the following clinical research contracts with the Company;
 
Nature of Agreement
 
Effective Date
 
 
Terms
Regulatory affairs support
 
 
June 22, 2009
 
Services provided as needed on an hourly basis.
Pharmacovigilance and medical affairs support
 
August 1, 2009
 
Monthly retainer of $3,800, plus hourly charges for pharmacovigilance services outside base services. (terminated December 31, 2013)
 
Pharmacovigilance and medical affairs support
 
January 1, 2014
 
Monthly retainer of $1,250, plus hourly charges for pharmacovigilance services outside base services.
 
Quality assurance support
 
June 1, 2010
 
Services provided as needed on an hourly basis.
 
AGGRASTAT®   clinical trial management
 
May 1, 2010
 
Services provided as needed on an hourly basis.
 
During fiscal 2014, $125,583 (2013 - $134,696) was recorded for fees paid or payable to GVI CDS.

The Company also has a consulting agreement with CanAm Bioresearch Inc. (CanAm), a company controlled by a close family member of Dr. Friesen’s to provide contract research services.  During fiscal 2014, the Company recorded fee paid or payable to CanAm totaling $229,732 (2013 - $467,763) for contract research.
 
 
 
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These transactions were in the normal course of business and have been measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.  Beginning on February 22, 2013, these amounts began to bear interest at a rate of 5.5% per annum.  For the year ended May 31, 2014, $36,904 (2013 - $7,366 and 2012 - nil) was recorded within finance expense in relation to these amounts payable to related parties.

As of May 31, 2014, included in accounts payable and accrued liabilities is $90,262 (May 31, 2013 - $106,216) payable to GVI, $148,461 (May 31, 2013 - $89,545) payable to GVI CDS and $373,956 (May 31, 2013 - $351,297) payable to CanAm, which are unsecured, payable on demand and bear interest as described above.

On July 18, 2011, the Company renewed its consulting agreement with its Chief Executive Officer for a term of five years, at a rate of $180,000 annually.  The Company may terminate this agreement at any time upon 120 days written notice.  During the year ended May 31, 2014, the Company recorded a bonus of $286,849 to its Chief Executive Officer which is recorded within selling, general and administrative expenses.  As at May 31, 2014, included in accounts payable and accrued liabilities is $286,849 (May 31, 2013 - $37,750) payable to the Chief Executive Officer as a result of this consulting agreement, which is unsecured, payable on demand and non-interest bearing.

Subsequent to May 31, 2014, On July 11, 2014 and as described in note 10(b) the Company announced that, subject to all necessary regulatory approvals, it had entered into a shares for debt agreement with its Chief Executive Officer, pursuant to which the Company will issue common shares at a deemed price of $1.98 per common share to satisfy outstanding amounts owing to the Chief Executive Officer.  Of the amount payable to the Chief Executive Officer as at May 31, 2014, $286,849 was included in this shares for debt agreement.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.

C. Interests of Experts and Counsel

Not applicable

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements or Other Financial Information

Financial Statements

The consolidated financial statements of the Company for the years ended May 31, 2014, 2013 and 2012 have been prepared in accordance with IFRS, as issued by the IASB, and are included under Item 18 of this Annual Report.  The consolidated financial statements including related notes are accompanied by the report of the Company’s independent registered public accounting firm, Ernst & Young LLP.
 
Legal Proceedings
 
There are no legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.  There are no significant legal proceedings to which the Company is a party, nor to the best of the knowledge of the Company’s management are any legal proceedings contemplated.
 
 
 
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Dividend Policy

The Company has not paid dividends in the past and it has no present intention of paying dividends on its shares as it anticipates that all available funds will be invested to finance the growth of its business.  The directors of the Company will determine if and when dividends should be declared and paid in the future based upon the Company’s financial position at the relevant time.  All of the Company’s Shares are entitled to an equal share of any dividends declared and paid.

B. Significant Changes

There have been no significant changes to the accompanying financial statements since May 31, 2014, except as disclosed in this Annual Report on Form 20-F.
 
ITEM 9. THE OFFERING AND LISTING

A. Listing Details

The Company’s shares were delisted from NYSE Amex (now NYSE MKT) on July 3, 2008 and from the TSX on March 26, 2010.  From March 26, 2010 until October 21, 2011, shares of the Company traded on the NEX board of the TSX-V under the symbol “MPH.H”.  On October 24, 2011 shares of the Company commenced trading on the TSX-V under the symbol “MPH”.  The historical trading data for the common shares of the Company on the above-mentioned exchanges is set out below.
 
 
TSX/NEX/
TSX-V
TSX/NEX/
TSX-V
 
High ($)
Low ($)
Fiscal Quarter Ended
   
     
May 31, 2014
3.15
0.35
February 28, 2014
0.70
0.20
November 1, 2013
0.53
0.14
August 31, 2013
0.28
0.10
May 31, 2013
0.45
0.20
February 29, 2013
0.67
0.23
Period from
   
November 2, 2012 to
   
November 30, 2012
0.64
0.38*
Period from
   
September 1, 2012 to
   
November 1, 2012
0.045
0.03*
August 31, 2012
0.04
0.025
May 31, 2012
0.045
0.025
February 29, 2012
0.045
0.015
November 30, 2011
0.035
0.02
August 31, 2011
0.06
0.015
 
 
 
 
 
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* By Articles of Amendment filed by the Company under the Canada Business Corporations Act on November 1, 2012, the Company’s issued and outstanding common shares were consolidated on the basis of one post-consolidation common share for every fifteen pre-consolidation common shares. The Company's name and trading symbol did not change as a result of the consolidation. The Company’s common shares were reduced from 182,947,595 to 12,196,508 issued and outstanding as a result of the consolidation.

B. Plan of Distribution

Not applicable.

C. Markets

The Company's common shares commenced trading on the Toronto Stock Exchange on March 15, 2002 and on the American Stock Exchange (later called NYSE Amex and now called NYSE MKT) on February 17, 2004. The Company’s shares ceased trading on NYSE Amex effective July 3, 2008 and transferred from the Toronto Stock Exchange to the NEX board of the TSX Venture Exchange on March 26, 2010.  From March 26, 2010 until October 21, 2011, shares of the Company traded on the NEX board of the TSX-V under the symbol “MPH.H”.  On October 24, 2011 shares of the Company commenced trading on the TSX-V under the symbol “MPH”.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable

B. Memorandum and Articles of Association

1.  Objects and Purposes of the Company

The Articles of Continuance (as amended, the “Articles”) and  the By-Laws of the Company place no restrictions upon the Company’s objects and purposes.
 
 
 
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2.  Directors

Under applicable Canadian law, the directors and officers of the Company, in exercising their powers and discharging their duties, must act honestly and in good faith with a view to the best interests of the Company.  The directors and officers must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Section 4.18 of By-Law No.1A of the Company (the “By-Law”) provides that a director shall not be disqualified by reason of his office from contracting with the Company or a subsidiary thereof.  Subject to the provisions of the Canada Business Corporations Act (the “Act”), a director shall not by reason only of his office be accountable to the Company or its shareholders for any profit or gain realized from a contract or transaction in which he has an interest.  Such contract or transaction shall not be voidable by reason only of such interest, or by reason only of the presence of a director so interested at a meeting, or by reason only of his presence being counted in determining a quorum at a meeting of the directors at which such a contract or transaction is approved, provided that a declaration and disclosure of such interest shall have been made at the time and in the manner prescribed by section 120 of the Act, and the director so interested shall have refrained from voting as a director on the resolution approving the contract or transaction (except as permitted by the Act) and such contract shall have been reasonable and fair to the Company and shall have been approved by the directors or shareholders of the Company as required by section 120 of the Act.

The Company’s Articles provide that the Company’s board shall consist of a minimum of one and a maximum of 15 directors.  The exact number of directors to form the board, between the minimum and maximum number of directors prescribed by the Articles, is determined from time to time by the board.  Section 4.01 of the By-Law states that the quorum of the board shall be a majority of the board, or such other number of directors as the board may from time to time determine.  No business shall be transacted at a meeting unless a quorum is present.

Section 3.01 of the By-Law states that the board may, without the authorization of the shareholders:
 
i)
borrow money upon the credit of the Company;
ii)
issue, reissue, sell or pledge debt obligations of the Company, including bonds, debentures, notes or other evidences of indebtedness or guarantees, whether secured or unsecured;
iii)
subject to section 44 of the Act, give a guarantee on behalf of the Company to secure performance of any present or future indebtedness, liability or obligation of any person; and
iv)
mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Company, owned or subsequently acquired, to secure any obligation of the Company.

The borrowing powers of the directors can be varied by amending the By-Law of the Company.

There is no provision in the By-Law imposing a requirement for retirement or non-retirement of directors under an age limit requirement.

Section 4.02 of the By-law states that a director need not be a shareholder to be qualified as a director.  However, section 4.02 also provides that at least 25% of the directors shall be resident Canadians unless the Company has less than four directors, in which case at least one director must be a resident Canadian.

Under section 4.03 of the By-law, directors are to be elected yearly by ordinary resolution to hold office until the close of the  next annual meeting of shareholder.  If directors fail to be elected at any such meeting of shareholders, then the incumbent directors continue in office until their successors are elected.
 
 
 
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3.  Shares
 
The Articles of the Company provide that the Company is authorized to issue an unlimited number of shares designated as Common Shares, Class A Common Shares and Preferred Shares.  Except for meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series, each holder of the Common and Class A shares is entitled to receive notice of, to attend and to vote at all meetings of the shareholders of the Company.  Subject to the rights, privileges, restrictions and conditions attached to any other class of shares of the Company, the holders of the Common and Class A shares are also entitled to receive dividends if, as and when declared by the directors of the Company and are entitled to share equally in the remaining property of the Company upon liquidation, dissolution or winding-up of the Company.

The Preferred Shares may from time to time be issued in one or more series and, subject to the following provisions, and subject to the sending of articles of amendment in respect thereof, the directors may fix from time to time and before issue a series of Preferred Shares, the number of shares which are to comprise that series and the designation, rights, privileges, restrictions and conditions to be attached to that series of Preferred Shares including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment of dividends, the redemption, purchase and/or conversion, and any sinking fund or other provisions.

The Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, rank on a parity with the Preferred Shares of every other series and be entitled to preference over the Common and Class A Common Shares and over any other shares of the Company ranking junior to the Preferred Shares.  The Preferred Shares of any series may also be given other preferences, not inconsistent with these articles, over the Common Shares and Class A Common Shares and any other shares of the Company ranking junior to the Preferred Shares of a series as may be fixed in accordance with terms outlined above.

If any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred Shares are not paid in full, all series of Preferred Shares shall participate rateably in respect of accumulated dividends and return of capital.

Unless the directors otherwise determine in the articles of amendment designating a series of Preferred Shares, the holder of each share or a series of Preferred Shares shall not, as such, be entitled to receive notice of or vote at any meeting of shareholders, except as otherwise specifically provided in the Act.

4.  Rights of Shareholders

Under the Act, shareholders of the Company are entitled to examine, during its usual business hours, the Company’s articles and by-laws, notices of directors and change of directors, any unanimous shareholder agreements, the minutes of meetings and resolutions of shareholders and the list of shareholders.

Shareholders of the Company may obtain a list of shareholders upon payment of a reasonable fee and sending an affidavit to the Company or its transfer agent stating, among other things, that the list of shareholders will not be used by any person except in connection with an effort to influence the voting of shareholders of the Company, an offer to acquire shares of the Company or any other matter relating to the affairs of the Company.
 
 
 
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Under the Act, shareholders of the Company may apply to a court having jurisdiction directing an investigation to be made of the Company.  If it appears to the court that the formation, business or affairs of the Company were conducted for fraudulent or unlawful purposes, or that the powers of the directors were exercised in a manner that is oppressive or unfairly disregards the interests of the shareholders, the court may order an investigation to be made of the Company.

To change the rights of holders of stock, where such rights are attached to an issued class or series of shares, requires the consent by a separate resolution of the holders of the class or series of shares, as the case may be, requiring a majority of two-thirds of the votes cast.

The Company is organized under the laws of Canada.  The majority of the Company’s directors, officers, and affiliates of the Company, as well as the experts named in this registration statement, are residents of Canada and, to the best of the Company’s knowledge, all or a substantial portion of their assets and all of the Company’s assets are located outside of the United States.  As a result, it may be difficult for shareholders of the Company in the United States to effect service of process on the Company or these persons above within the United States, or to realize in the United States upon judgments rendered against the Company or such persons.  Additionally, a shareholder of the Company should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against the Company or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against the Company or such persons predicated upon the U.S. federal securities laws or other laws of the United States.

Laws in the United States and judgments of U.S. courts would generally be enforced by a court of Canada unless such laws or judgments are contrary to public policy in Canada, are or arise from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and are not in compliance with applicable laws in Canada regarding the limitation of actions.  Further, a judgment obtained in a U.S. court would generally be recognized by a court of Canada, except under the following examples:

i)
borrow money upon the credit of the Company;
ii)
issue, reissue, sell or pledge debt obligations of the Company, including bonds, debentures, notes or other evidences of indebtedness or guarantees, whether secured or unsecured;
iii)
subject to section 44 of the Act, give a guarantee on behalf of the Company to secure performance of any present or future indebtedness, liability or obligation of any person; and
iv)
mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Company, owned or subsequently acquired, to secure any obligation of the Company.
 
5.  Meetings

Subject to the provisions of the Act, the annual general meeting of the shareholders shall be on such date in each year as the board of directors may determine, and a special meeting of the shareholders may be convened at any time by order of the President or by the board on their own motion or on the requisition of shareholders as provided for in the Act.  Notice of the time and place of each meeting of shareholders shall be given not less than 21 days nor more than 60 days before the date of the meeting to each director and shareholder.  A meeting of shareholders may be held without notice at any time and at any place provided a waiver of notice is obtained in accordance with section 136 of the Act.  The quorum for the transaction of business at meetings of the shareholders shall consist of not less than two shareholders present or represented by proxy and holding in all not less than 10% percent of the outstanding shares entitled to vote at the meeting.  At any meeting of shareholders, every person shall be entitled to vote who, at the time of the taking of a vote (or, if there is a record date for voting, at the close of business on such record date) is entered in the register of shareholders as the holder of one or more shares carrying the right to vote at such meeting, subject to the provisions of the Act.
 
 
 
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6.  Ownership of Securities

There are no limitations on the right to own securities, imposed by foreign law or by the Articles or By-Law or other constituent document of the Company.

7.  Change in Control of Company

No provision of the Company’s Articles or By-Law would have the effect of delaying, deferring, or preventing a change in control of the Company, and operate only with respect to a merger, acquisition or corporate restructuring of the Company or any of its subsidiaries.  The Company no longer has a shareholder rights plan.

C. Material Contracts

The following are the material contracts of the Company, other than those mentioned elsewhere in this Form, to which the Company or any member of the group is a party, for the two years immediately preceding publication of this registration statement.

None

D. Exchange Controls

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances are likely in the foreseeable future. (See "Item 10E - Taxation", below.)

There is no limitation imposed by Canadian law or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote Common Shares of the Company.   However, the Investment Canada Act (Canada) (the "Investment Act") has rules regarding certain acquisitions of shares by non-Canadians, along with other requirements under that legislation.

The following discussion summarizes the principal features of the Investment Act for a non-Canadian who proposes to acquire Common Shares of the Company. The discussion is general only; it is not a substitute for independent legal advice from an investor's own adviser; and, except where expressly noted, it does not anticipate statutory or regulatory amendments.

The Investment Act is a federal statute of broad application regulating the establishment and acquisition of Canadian businesses by non-Canadians, including individuals, governments or agencies thereof, corporations, partnerships, trusts or joint ventures, Investments by non-Canadians to acquire control over existing Canadian businesses or to establish new ones are either reviewable or notifiable under the Investment Act. If an investment by a non-Canadian to acquire control over an existing Canadian business is reviewable under the Investment Act, the Investment Act generally prohibits implementation of the investment unless, after review, the Minister of Industry (or the Minister of Canadian Heritage and Official Languages for investments in a Canadian business engaged in any of the activities of a “cultural business”), is satisfied that the investment is likely to be of net benefit to Canada.
 
 
 
87

 
 
 
A non-Canadian would acquire control of the Company for the purposes of the Investment Act through the acquisition of Common Shares if the non-Canadian acquired a majority of the Common Shares of the Company.

Further, the acquisition of less than a majority but one-third or more of the Common Shares of the Company would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of Common Shares.

To determine whether an investment is reviewable under the Investment Act it is necessary to consider whether the investor (or the vendor) is a ‘WTO investor’ (ie, controlled by persons who are citizens of countries that are members of the World Trade Organization ("WTO"); there are currently 160 WTO members); the book value of the assets of the Canadian business being acquired; and whether the Canadian business being acquired engages in cultural activities.

Where a WTO investor is involved, and if the Canadian business is being acquired directly and is not engaged in cultural activities, an investment will be reviewable only if the Canadian operating business being acquired has assets with a book value in excess of CAD$354 million for 2014. (Note: the threshold is typically increased in January of each year, and would be expected to increase in January 2015, unless pending amendments to the Investment Act increase this threshold before then. Such amendments are expected to both increase the threshold, and to change it from an ‘assets’ test to an ‘enterprise value’ test. Once the amendments come into force the initial threshold will be an enterprise value of CAD$600 million, increasing two years later to CAD$800 million, and after a further two years to CAD$1 billion. The new threshold will come into force on a date to be determined by regulation once the definition of enterprise value has been finalised.)

If the acquisition by a WTO investor is indirect (i.e., the acquisition of shares of a foreign corporation that controls a Canadian business) the transaction is not reviewable. Where the Canadian business engages in any of the activities of a ‘cultural business’, or if neither the investor nor the vendor are WTO investors, the applicable thresholds for direct and indirect investments are assets with a book value of CAD$5 million or CAD$50 million, respectively. (The acquisition of a Canadian business that is a "cultural business" is subject to lower review thresholds under the Investment Act because of the perceived sensitivity of the cultural sector.)

An acquisition of control of a Canadian business by a non-Canadian that falls below the thresholds for review under the Investment Act does not require the filing of an application for review. However, even where an investment falls below the thresholds, it must still be notified by way of a two-page form to the Investment Review Division of the Department of Industry (or the Department of Canadian Heritage for cultural cases). Notifications may be submitted by the investor any time before or up to 30 days after implementation of the investment.

In 2009, amendments were enacted to the Investment Act concerning investments that may be considered injurious to national security. If the Minister of Industry has reasonable grounds to believe that an investment by a non-Canadian "could be injurious to national security," the Minister of Industry may send the non-Canadian a notice indicating that an order for review of the investment may be made. The review of an investment on the grounds of national security may occur whether or not an investment is otherwise subject to review on the basis of net benefit to Canada or otherwise subject to notification under the Investment Canada Act. To date, there is neither legislation nor guidelines published, or anticipated to be published, on the meaning of "injurious to national security." Discussions with government officials suggest that very few investment proposals will cause a review under these new sections.
 
 
 
88

 
 
 
Certain transactions, except those to which the national security provisions of the Investment Act may apply, relating to Common Shares of the Company are exempt from the Investment Act, including

(a)
acquisition of Common Shares of the Company by a person in the ordinary course of that person's business as a trader or dealer in securities,

(b)
acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions on the Investment Act, and

(c)
acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of Common Shares, remained unchanged.

E. Taxation

U.S. Federal Income Tax Consequences

The following is a summary of the anticipated material U.S. federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares of (“Common Shares”).

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the acquisition, ownership, and disposition of Common Shares.  In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.  Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder.  Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (the “IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report.  Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis.  This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.
 
 
 
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U.S. Holders
 
For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common Shares other than a U.S. Holder.  This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to non-U.S. Holders.  Accordingly, a non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any tax treaties) of the acquisition, ownership, and disposition of Common Shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders:  (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that are liable for the alternative minimum tax under the Code; (f) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (g) U.S. Holders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (h) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code;  (i) U.S. Holders who are U.S. expatriates or former long-term residents of the United States.; or (j) U.S. Holders that own (directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of the Company.  U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners).  Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.
 
 
 
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Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed
 
This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares.  Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.  (See “Taxation—Canadian Federal Income Tax Consequences” above).

U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Shares

Distributions on Common Shares

General Taxation of Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to the Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company.  To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and, (b) thereafter, as gain from the sale or exchange of such Common Shares.  (See more detailed discussion at “Disposition of Common Shares” below).

Reduced Tax Rates for Certain Dividends

For taxable years beginning before January 1, 2011, a dividend paid by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date.”  The Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (b) the Common Shares are readily tradable on an established securities market in the U.S.  However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment Company” (as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year.

 As discussed below, the Company does not believe that it was a “passive foreign investment Company” for the taxable year ended May 31, 2012, and does not expect that it will be a “passive foreign investment Company” for the taxable year ending May 31, 2013.  (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders” below).  However, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its “passive foreign investment Company” status or that the Company will not be a “passive foreign investment Company” for the current taxable year or any subsequent taxable year.  Accordingly, although the Company expects that it may be a QFC for the taxable year ending May 31, 2012, there can be no assurances that the IRS will not challenge the determination made by the Company concerning its QFC status, that the Company will be a QFC for the taxable year ending May 31, 2012 or any subsequent taxable year, or that the Company will be able to certify that it is a QFC in accordance with the certification procedures issued by the Treasury and the IRS.

If the Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains).  The dividend rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend rules.
 
 
 
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Distributions Paid in Foreign Currency

The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt.  A U.S. Holder that does not convert foreign currency received as a distribution into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt.  Such a U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars).

Dividends Received Deduction

Dividends paid on the Common Shares generally will not be eligible for the “dividends received deduction.”  The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.

Disposition of Common Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise disposed of.  Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year.  Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules unless the gain is subject to tax in Canada and resourced as “foreign source” under the U.S.-Canada Tax Convention and the U.S. Holder elects to treat such gain as “foreign source”.

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust.  There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation.  Deductions for capital losses are subject to significant limitations under the Code.

The amount realized on a sale or other disposition of Common Shares for an amount in foreign currency will generally be the U.S. dollar value of this amount on the date of sale or disposition. On the settlement date, the U.S. Holder will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any)  between the  U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date.

Foreign Tax Credit

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid.  Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax.  This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.
 
 
 
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Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income.  In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.”  In addition, this limitation is calculated separately with respect to specific categories of income.  Dividends paid by the Company generally will constitute “foreign source” income and generally will be categorized as “passive income.”  The foreign tax credit rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the foreign tax credit rules.

Information Reporting; Backup Withholding Tax

Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, or proceeds arising from the sale or other taxable disposition of, Common Shares generally will be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax.  However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS.  Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the information reporting and backup withholding tax rules.

Additional Rules that May Apply to U.S. Holders

If the Company is a “passive foreign investment Company” (as defined below), the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares.
 
Passive Foreign Investment Company

The Company generally will be a “passive foreign investment Company” under Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or more of the gross income of the Company for such taxable year is passive income or (b) 50% or more of the assets held by the Company either produce passive income or are held for the production of passive income, based on the fair market value of such assets (or on the adjusted tax basis of such assets, if the Company is not publicly traded and either is a “controlled foreign corporation” or makes an election).  “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another foreign corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation.  In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
 

 
 
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In addition, if the Company is a PFIC and owns shares of another foreign corporation that also is a PFIC, under certain indirect ownership rules, a disposition of the shares of such other foreign corporation or a distribution received from such other foreign corporation generally will be treated as an indirect disposition by a U.S. Holder or an indirect distribution received by a U.S. Holder, subject to the rules of Section 1291 of the Code discussed below.  To the extent that gain recognized on the actual disposition by a U.S. Holder of Common shares or income recognized by a U.S. Holder on an actual distribution received on Common Shares was previously subject to U.S. federal income tax under these indirect ownership rules, such amount generally should not be subject to U.S. federal income tax.

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat the Company as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”).  A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares, and any “excess distribution” (as defined in Section 1291(b) of the Code) paid on the Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the Common Shares.  The amount of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. Holder’s holding period for the Common Shares generally will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year.  A Non-Electing U.S. Holder will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year.

A U.S. Holder that makes a QEF Election generally will not be subject to the rules of Section 1291 of the Code discussed above.  However, a U.S. Holder that makes a QEF Election generally will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the “net capital gain” of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) and the “ordinary earnings” of the Company, which will be taxed as ordinary income to such U.S. Holder.  A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each taxable year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company.

A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the rules of Section 1291 of the Code discussed above.  A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are “marketable stock” (as defined in Section 1296(e) of the Code).  A U.S. Holder that makes a Mark-to-Market Election will include in gross income, for each taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares as of the close of such taxable year over (b) such U.S. Holder’s tax basis in such Common Shares.  A U.S. Holder that makes a Mark-to-Market Election will, subject to certain limitations, be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the Common Shares over (b) the fair market value of such Common Shares as of the close of such taxable year.
 
 
 
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The Company does not believe that it was a PFIC for the taxable year ended May 31, 2014, and, based on current operations and financial projections, does not expect that it will be a PFIC for the taxable year ending May 31, 2015.  The determination of whether the Company was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.  In addition, whether the Company will be a PFIC for the taxable year ending May 31, 2014 and each subsequent taxable year depends on the assets and income of the Company over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Annual Report.  Accordingly, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its PFIC status or that the Company was not, or will not be, a PFIC for any taxable year.

The PFIC rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.
 
Canadian Federal Income Tax Considerations for United States Residents

The following, as of the date hereof, is a summary of the principal Canadian federal income tax considerations generally applicable to the holding and disposition of Common Shares by a holder, (a) who for the purposes of the Income Tax Act (Canada) (the “Tax Act”) at all relevant times, is not resident, or deemed to be resident in Canada, deals at arm’s length and is not affiliated with the Company for the purpose of the Tax Act, holds the Common Shares as capital property and does not use or hold, and is not deemed to use or hold,  the Common Shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) who, for the purposes of the Canada - United States Income Tax Convention (the “Convention”) at all relevant times, is a resident of the United States, has never been a resident of Canada, has not held or used (and does not hold or use) Common Shares in connection with a permanent establishment or fixed base in Canada, and who otherwise qualifies for the full benefits of the Convention.  Common Shares will generally be considered to be capital property to a holder unless such shares are held in the course of carrying on a business, or in an adventure or concern in the nature of trade.  Holders who meet all the criteria in clauses (a) and (b) are referred to herein as a “U.S. Holder” or “U.S. Holders” and this summary only addresses the tax considerations to such U.S. Holders.  The summary does not deal with special situations, such as the particular circumstances of traders or dealers, limited liability companies, tax exempt entities, insurers or financial institutions.  Such holders should consult their own tax advisors.

This summary is based upon the current provisions of the Tax Act, the regulations thereunder in force at the date hereof (“Regulations”), all specific proposals to amend the Tax Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and the current provisions of the Convention and the current administrative practices of the Canada Revenue Agency published in writing prior to the date hereof.  This summary does not otherwise take into account or anticipate any changes in law or administrative practices whether by legislative, governmental or judicial decision or action, nor does it take into account tax laws of any province or territory of Canada or of the United States or of any other jurisdiction outside Canada.

For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Common Shares must be converted into Canadian dollars based on the relevant exchange rate applicable thereto.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular U.S. Holder and no representation with respect to the federal income tax consequences to any particular U.S. Holder or prospective U.S. Holder is made. The tax liability of a U.S. Holder will depend on the holder’s particular circumstances. Accordingly, U.S. Holders should consult with their own tax advisors for advice with respect to their own particular circumstances.
 
 
 
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Dividends

Amounts paid or credited or deemed to be paid or credited to a U.S. Holder as, on account or in lieu of payment, or in satisfaction of, dividends on Common Shares will be subject to Canadian withholding tax on the gross amount of the dividends. Under the Convention, the rate of Canadian withholding tax on dividends paid or credited by the Company to a U.S. Holder that beneficially owns such dividends is generally 15% unless the beneficial owner is a Company which owns at least 10% of the voting stock of the Company at that time in which case the rate of Canadian withholding tax is reduced to 5%.

Dispositions

A U.S. Holder will generally not be subject to tax under the Tax Act on any capital gain realized on a disposition of Common Shares, unless the shares constitute “taxable Canadian property” to the U.S. Holder at the time of disposition and the U.S. Holder is not entitled to relief under the Convention. Generally, Common Shares will not constitute taxable Canadian property to a U.S. Holder provided that such shares are listed on a designated stock exchange (which currently includes the NEX at the time of the disposition and, during the 60-month period immediately preceding the disposition, the U.S. Holder, persons with whom the U.S. Holder does not deal at arm’s length, or the U.S. Holder together with such persons has not owned 25% or more of the issued shares of any series or class of the Company’s capital stock.

If the Common Shares constitute taxable Canadian property to a particular U.S. Holder, any capital gain arising on their disposition may be exempt from Canadian tax under the Convention if at the time of disposition the Common Shares do not derive their value principally from real property situated in Canada.

Canadian Federal Income Tax Consequences

The following is a summary of the principal Canadian federal income tax considerations, as of the date hereof, generally applicable to Security holders who deal at arm's length with the Company, who, for purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and any applicable tax treaty or convention, have not been and will not be resident or deemed to be resident in Canada at any time while they have held shares of the Company, to whom such shares are capital property, and to whom such shares are not “taxable Canadian property” (as defined in the Canadian Tax Act). This summary does not apply to a non-resident insurer.

Generally, shares of the Company will be considered to be capital property to a holder thereof provided that the holder does not use such shares in the course of carrying on a business or has not acquired them in one or more transactions considered to be an adventure in the nature of trade. All security holders should consult their own tax advisors as to whether, as a matter of fact, they hold shares of the Company as capital property for the purposes of the Canadian Tax Act.
 
Under the current provisions of the Canadian Tax Act, as modified by the Proposed Amendments (see below), one-half of capital gains (‘‘taxable capital gains’’) must be included in computing the income of a holder in the year of disposition.  One-half of capital losses (‘‘allowable capital losses’’) may generally be deducted against taxable capital gains for the year of disposition subject to and in accordance with the provisions of the Canadian Tax Act.
 
 
 
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Allowable capital losses in excess of a holder’s taxable capital gains of a taxation year may generally be carried back three years and carried forward indefinitely for deduction against taxable capital gains realized in those years, to the extent and under circumstances permitted under the Canadian Tax Act.

This discussion takes into account specific proposals to amend the Canadian Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all such Proposed Amendments will be enacted in their present form. No assurances can be given that the Proposed Amendments will be enacted in the form proposed, if at all; however the Canadian federal income tax considerations generally applicable to security holders described herein will not be different in a material adverse way if the Proposed Amendments are not enacted.

Except for the foregoing, this discussion does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein.

Generally, shares of the Company will not be taxable Canadian property at a particular time provided that such shares are listed on a prescribed stock exchange (which exchanges currently include the Toronto Stock Exchange), the holder does not use or hold, and is not deemed to use or hold, the shares of the Company in connection with carrying on a business in Canada and the holder, persons with whom such holder does not deal at arm's length, or the holder and such persons, have not owned (or had under option) 25% or more of the issued shares of any class or series of the capital stock of the Company at any time within five years preceding the particular time.

A holder of shares of the Company that are not taxable Canadian property will not be subject to tax under the Canadian Tax Act on the sale or other disposition of shares.

While intended to address all material Canadian Federal Income Tax considerations, this summary is for general information purposes only, and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares.  No opinion was requested by the Company, or is provided by its legal counsel and/or auditors.  Additionally, this summary does not consider the effects of United States federal, state, local or foreign income tax consequences.

Accordingly, holders and prospective holders of common shares should consult their own tax advisors about the consequences of purchasing, owning, and disposing of common shares of the Company.

F. Dividends and Paying Agents

Not applicable

G. Statement by Experts

Not applicable
 
 
 
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H. Documents on Display
 
Exhibits attached to this Annual Report are available for viewing on EDGAR, or may be inspected at the head office of Company at 2 – 1250 Waverley Street, Winnipeg, Manitoba, Canada R3T 6C6, during normal business hours.  Copies of the Company’s financial statements and other continuous disclosure documents required under Canadian securities legislation are available for viewing on the internet at www.sedar.com .

I. Subsidiary Information

Not applicable

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

The primary objective of the Company’s investment activities is to preserve principal by maximizing the income the Company receives from such activities without significantly increasing risk.  Securities that the Company invests in are generally highly liquid short-term investments such as term deposits with terms to maturity of less than one year.
 
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates.  The Company is exposed to interest rate risk arising primarily from fluctuations in interest rates on its cash and cash equivalents, long-term debt and other long-term liability.
 
An increase or decrease in interest rates of one percent during the year ended May 31, 2014, with all other variables held constant, would result in a corresponding increase or decrease on the Company's net (loss) income of approximately $2,000 (2013 - $6,000).  An increase in the crown company borrowing rate of one percent during the year ended May 31, 2014, with all other variables held constant, would result in a corresponding increase or decrease on the Company's net (loss) income of approximately $52,000 (2013 - $51,000).
 
FOREIGN EXCHANGE RISK
 
The parent of the Company’s primary currency of operations is the Canadian dollar.  Its wholly-owned operating subsidiaries primary currency of operations is the US dollar.  The Company has expenditures and holds investments denominated in US dollars.  In fiscal 2014, it is estimated that approximately 85% of the Company’s expenditures were denominated in a foreign currency, primarily being the US dollar and 100% of the Company’s product revenues were denominated in the US dollar.  To date the Company has not entered into any future or forward contracts, or other derivative instruments, for either hedging or speculative purposes, to mitigate the impact of foreign exchange fluctuations on these costs, revenues or on U.S. dollar denominated debt.  A 10% change in foreign exchange rates for fiscal 2014 would have impacted loss for the year by 10%.
 
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
Not applicable
 
 
 
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ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s disclosure controls and procedures, as such term is defined in Rules 13(a)-13(e) and 15(d)-15(e) of the Exchange Act are designed to provide reasonable assurance that all relevant information is communicated to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure.  We carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO. Based on this evaluation these officers concluded that as of the end of the period covered by this Annual Report on Form 20-F, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.  These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that the disclosure controls and procedures were not effective was due to the presence of a material weakness in internal control over financial reporting as identified below under the heading “Internal Controls over Financial Reporting Procedures”. Management anticipates that such disclosure controls and procedures will not be effective until the material weakness is remediated.
 
Management’s Annual Report on Internal Control over Financial Reporting
 
The management of the Company, including the CEO and CFO, is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and the board of directors regarding the reliability of financial reporting and preparation and fair presentation of published financial statements for external purposes in accordance with IFRS.  Internal control over financial reporting includes those policies and procedures that:
 
 
1.
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
 
2.
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
 
3.
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
 
 
 
99

 
 
 
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the design and operation of internal control over financial reporting as of May 31, 2014, based on the framework set forth in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation, management concluded that the Company’s ICFR was not effective as at May 31, 2014 due to the following material weaknesses:

Due to the limited number of staff with an appropriate level of technical accounting knowledge, experience and training and the inability to attract outside expert advice on a cost effective basis, there is a risk of material misstatements related to the accounting and reporting for complex transactions. This control deficiency creates a reasonable possibility that a material misstatement of the annual financial statements would not have been prevented or detected in a timely manner.
 
Attestation Report of the Registered Public Accounting Firm
 
This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Annual Report.
 
Changes in Internal Control over Financial Reporting and Planned Remediation Activities
 
There have been no changes in the Company's internal controls identified in connection with the evaluation described in the preceding paragraph that occurred during the period covered by this Annual Report on Form 20-F which have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
 
No remediation activities have been undertaken to date in fiscal 2015. Due to resource constraints and the present stage of the Company’s development the Company does not have sufficient size and scale to warrant the hiring of additional staff to correct this material weakness at this time.
 
ITEM 16. RESERVED

Not applicable

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

As of May 31, 2014, Mr. Brent Fawkes CA, a non-employee director, was a member of the audit committee of the Company.  The board of directors of the Company has determined that Mr. Fawkes (i) qualifies as an audit committee financial expert pursuant to Items 16A(b) and (c) of Form 20-F and (ii) is independent as defined in section 803 of the NYSE MKT Company Guide and Rule 10A-3 of the Exchange Act.  In addition, all members of the audit committee are considered financially literate under applicable Canadian laws.
 
 
 
100

 

 
ITEM 16B. CODE OF ETHICS
 
On August 23, 2004, the Company adopted a written Code of Business Conduct and Ethics (“Code of Ethics”) that applies to the Company’s principal executive officer, principal financial officer and to all its other employees.  These standards are a guide to help ensure that all of the Company’s employees live up to high ethical standards.  A copy of the Code of Ethics is maintained on the Company’s website at www.medicure.com.

During the most recently completed fiscal year, the Company has neither: (a) amended its Code of Ethics; nor (b) granted any waiver (including any implicit waiver) form any provision of its Code of Ethics.

ITEM 16C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES .

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by the chartered accountants, Ernst & Young LLP, is approved in advance by the Audit Committee, including the proposed fees for such work.  The Audit Committee is informed of each service actually rendered that was approved through its pre-approval process.

The Company incurred the following fees to Ernst & Young LLP for the previous two fiscal years.  As at May 31, 2014, the Company had accrued $80,000 relating to Ernst & Young LLP audit fees.
 
(a) Audit fees 2014 2013  
  $86,400 $-  
 
Audit fees consist of fees billed for the audit of the Company’s annual financial statements.
 
(b) Audit-related fees 2014 2013  
  $- $-  
 
Audit-related fees consist of fees billed for accounting consultations.
 
(c) Tax fees 2014 2013  
  $- $-  
 
(d) All other fees 2014 2013  
  $74,900 $-  
                   
All other fees include due diligence work performed by Ernst & Young LLP.

(e)  Audit Committee’s Pre-approval Policies

All Ernst & Young LLP services and fees are approved by the Audit Committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

In the year ended May 31, 2014, the Company did not purchase any of its issued and outstanding Common Shares pursuant to any repurchase program or otherwise.
 
 
 
101

 
 
 
ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.

ITEM 16H.MINE SAFETY DISCLOSURE

Not applicable.
 
 
 
102

 
 
 
PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable. See “Item 18 – Financial Statements ”.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements were prepared in accordance with IFRS, as issued by the IASB, and are presented in Canadian dollars.

The consolidated financial statements are in the following order:
 
  1. Report of Independent Registered Public Accounting Firm;
  2. Consolidated Statements of Financial Position;
  3.
Consolidated Statements of Net (Loss) Income and Comprehensive (Loss) Income;
  4. Consolidated Statements of Changes in Deficiency
  5. Consolidated Statements of Cash Flows; and
  6. Notes to Consolidated Financial Statements.
 
 
 
103

 
 
 
Consolidated Financial Statements
(Expressed in Canadian Dollars)
 
MEDICURE INC.
 
Year ended May 31, 2014
 
 
 
104

 
 
 
MANAGEMENT REPORT
 
The accompanying financial statements have been prepared by management and approved by the Board of Directors of Medicure Inc. (the “Company”).  Management is responsible for the information and representations contained in these financial statements.
 
These financial statements have been prepared in accordance with International Financial Reporting Standards.  The significant accounting policies, which management believes are appropriate for the Company, are described in note 3 to these financial statements.  The Company maintains a system of internal control and processes intended to provide reasonable assurance that assets are safeguarded and to ensure that relevant and reliable financial information is produced.
 
The Board of Directors is responsible for reviewing and approving these financial statements and overseeing management’s performance of its financial reporting responsibilities.  An Audit Committee of non-management Directors is appointed by the Board.  The Audit Committee reviews the financial statements, audit process and financial reporting with management and with the external auditors and reports to the Board of Directors prior to the approval of the audited consolidated financial statements for publication.
 
Ernst & Young LLP, the Company’s external auditors, audited the financial statements in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) to enable them to express to the shareholders their opinion on these financial statements.  Their report follows.
 
 

 
/s/ Albert Friesen                                                         
/s/ James Kinley                                                        
Dr. Albert D. Friesen
Chief Executive Officer Chief Financial Officer
Mr. James F. Kinley CA
Chief Financial Officer
 

September 10, 2014

 
105

 

 
INDEPENDENT AUDITORS’ REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders of
Medicure Inc.

We have audited the accompanying consolidated financial statements of Medicure Inc. , which comprise the consolidated statements of financial position as at May 31, 2014 and 2013, and the consolidated statements of income (loss) and comprehensive income (loss), changes in deficiency and cash flows for each of the years in the two year period ended May   31, 2014, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.   We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
 
 

 
106

 

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Medicure Inc. as at May 31, 2014 and 2013, and its financial performance and its cash flows for each of the years in the two year period ended May 31, 2014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of matter

The accompanying consolidated financial statements have been prepared assuming that Medicure Inc. will continue as a going concern. As discussed in note 2(c) to the consolidated financial statements, Medicure Inc. has experienced losses and has accumulated a deficit of $127,516,308 since incorporation and has a working capital deficiency of $869,164 as at May   31, 2014. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in note 2(c). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other matters

The consolidated financial statements of Medicure Inc. for the year ended May 31, 2012 were audited by KPMG LLP who expressed an unqualified audit opinion on those consolidated financial statements on September 14, 2012.



 
  IMAGE
 Winnipeg, Canada,
September 10, 2014.
 Chartered Accountants
 

 
107

 
 
 
INDEPENDENT AUDITORS’ REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders of Medicure Inc.

 
We have audited the accompanying comparative information of Medicure Inc. which comprise the consolidated statements of net income and comprehensive income, changes in deficiency and cash flows for the year ended May 31, 2012, and notes, comprising a summary of significant accounting policies and other explanatory information.
 
Management’s Responsibility for the Consolidated Financial Statements
 
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
 
Auditors’ Responsibility
 
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
 
We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

 
108

 


 
Opinion
 
In our opinion, the comparative information in these consolidated financial statements present fairly, in all material respects, the consolidated financial performance and consolidated cash flows of Medicure Inc. for the year ended May 31, 2012 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
 
Emphasis of Matter
 
The accompanying consolidated financial statements have been prepared assuming that Medicure Inc. will continue as a going concern. As discussed in note 2(c) to the consolidated financial statements, Medicure Inc. has experienced operating losses and has accumulated a deficit since incorporation that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in note 2(c). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Other matter
 
The consolidated statements of financial position as at May 31, 2014 and 2013, the consolidated statements of net loss and comprehensive loss, changes in deficiency and cash flows for the years then ended and notes, comprising a summary of significant accounting policies and other explanatory information, are audited by another auditor who expressed an unmodified opinion on September 10, 2014.
 
 


/s/ KPMG LLP
 
Chartered Accountants
 

 
September 14, 2012
 
Winnipeg, Canada

 
109

 

 
 
 
 
MEDICURE INC.
Consolidated Statements of Financial Position
(expressed in Canadian dollars)
May 31, 2014 and 2013
 
Note
 
2014
   
2013
 
               
               
               
Assets
             
Current assets:
             
Cash
    $ 234,297     $ 126,615  
Accounts receivable
4     947,602       432,616  
Inventories
5     765,653       902,799  
Prepaid expenses
      206,188       29,455  
Total current assets
      2,153,740       1,491,485  
                   
Non‑current assets:
                 
Property and equipment
6     20,681       22,235  
Intangible assets
7     1,433,158       1,910,069  
Total non‑current assets
      1,453,839       1,932,304  
                   
Total assets
    $ 3,607,579     $ 3,423,789  
                   
Liabilities and Deficiency
                 
Current liabilities:
                 
Accounts payable and accrued liabilities
    $ 3,000,609     $ 2,262,954  
Accrued interest on long‑term debt
8     22,295       22,295  
Current portion of long‑term debt
8     -       1,271,775  
Total current liabilities
      3,022,904       3,557,024  
                   
Non‑current liabilities
                 
Long‑term debt
8     4,847,279       3,510,119  
Royalty obligation
9     1,461,572       516,066  
Other long‑term liability
10     152,778       167,261  
Total non‑current liabilities
      6,461,629       4,193,446  
Total liabilities
      9,484,533       7,750,470  
                   
Deficiency:
                 
Share capital
11     117,036,672       117,033,258  
Contributed surplus
      4,447,891       4,449,305  
Accumulated other comprehensive income
    154,791       68,112  
Deficit
      (127,516,308     (125,877,356
Total deficiency
      (5,876,954     (4,326,681
                   
Going concern
2(c)                
Commitments and contingencies
15                
Subsequent events
11, 16 & 21
               
Total liabilities and deficiency
    $ 3,607,579     $ 3,423,789  
 
     
On behalf of the Board:  
 
"Dr. Albert Friesen"
"Mr. Brent Fawkes"
  Director Director

See accompanying notes to the consolidated financial statements.
 

 
 
110

 
 
MEDICURE INC.
Consolidated Statements of Net (Loss) Income and Comprehensive (Loss) Income
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012
                         
    Note     2014     2013     2012  
Revenue:
                       
Product sales, net
    13     $ 5,050,761     $ 2,602,700     $ 4,796,811  
Cost of goods sold
 
5, 7 & 17
      868,122       665,896       1,069,279  
Gross profit
      4,182,639       1,936,804       3,727,532  
                                 
Expenses:
                               
Selling, general and administrative
 
16 & 17
      3,329,551       2,322,840       2,673,725  
Research and development
 
16 & 17
      688,671       1,700,479       1,044,491  
              4,018,222       4,023,319       3,718,216  
Operating income (loss)
    164,417       (2,086,515 )     9,316  
                                 
Other income:
                         
Gain on settlement of debt
    9       -       -       (23,931,807 )
Finance costs (income):
                       
Finance income
      (41 )     (152 )     (775 )
Finance expense
 
8 &14
      1,809,028       466,425       553,734  
Foreign exchange (gain) loss, net
    (5,618 )     21,516       2,385  
                                 
              1,803,369       487,789       555,344  
Net (loss) income
      (1,638,952 )     (2,574,304 )     23,385,779  
Other comprehensive income (loss)
                 
Foreign currency translation differences for foreign operations
    86,679       (34,697 )     479,439  
Total comprehensive (loss) income
    $ (1,552,273 )   $ (2,609,001 )   $ 23,865,218  
                                 
Basic (loss) earnings per share
    (0.13 )     (0.21 )     1.99  
Diluted (loss) earnings per share
    (0.13 )     (0.21 )     1.99  
Weighted average number of common shares used in computing basic (loss) earnings per share
    12,196,745       12,196,508       11,745,854  
Weighted average number of common shares used in computing fully diluted (loss) earnings per share
    12,196,745       12,196,508       11,752,521  

 
See accompanying notes to the consolidated financial statements.
 
 
 
111

 
 
MEDICURE INC.
Consolidated Statements of Changes in Deficiency
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012
                     
Cumulative
             
         
Share
   
Contributed
   
Translation
             
   
Note
   
Capital
   
Surplus
   
Account
   
Deficit
   
Total
 
                           
 
       
Balance, May 31, 2011
        $ 116,014,623     $ 4,121,867     $ (376,630 )   $ (146,688,831 )   $ (26,928,971 )
                                               
Net income for the year ended May 31, 2012
      -       -       -       23,385,779       23,385,779  
Other comprehensive income for the year
                                         
     ended May 31, 2012
          -       -       479,439       -       479,439  
Transactions with owners, recorded directly in equity
                                         
Issuance of common shares
    11(b)       1,018,635       -       -       -       1,018,635  
Share based payments
    11(c)       -       224,445       -       -       224,445  
                                                 
Total transactions with owners
            1,018,635       224,445       -       -       1,243,080  
                                                 
Balance, May 31, 2012
          $ 117,033,258     $ 4,346,312     $ 102,809     $ (123,303,052 )   $ (1,820,673 )
                                                 
Net loss for the year ended May 31, 2013
      -       -       -       (2,574,304 )     (2,574,304 )
Other comprehensive loss for the year
                                               
     ended May 31, 2013
            -       -       (34,697 )     -       (34,697 )
Transactions with owners, recorded directly in equity
                                         
Share based payments
    11(c)       -       102,993       -       -       102,993  
                                                 
Total transactions with owners
            -       102,993       -       -       102,993  
                                                 
Balance, May 31, 2013
          $ 117,033,258     $ 4,449,305     $ 68,112     $ (125,877,356 )   $ (4,326,681 )
                                                 
Net loss for the year ended May 31, 2014
      -       -       -       (1,638,952 )     (1,638,952 )
Other comprehensive income for the year
                                         
     ended May 31, 2014
            -       -       86,679       -       86,679  
Transactions with owners, recorded directly in equity
                                         
Stock options exercised
    11(b)       3,414       (1,414 )     -       -       2,000  
                                                 
Total transactions with owners
            3,414       (1,414 )     -       -       2,000  
                                                 
Balance, May 31, 2014
          $ 117,036,672     $ 4,447,891     $ 154,791     $ (127,516,308 )   $ (5,876,954 )
 
See accompanying notes to the consolidated financial statements.
 
112

 
 
MEDICURE INC.
Consolidated Statements of Cash Flows
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012
 
 
 
 
   
Note
   
2014
   
2013
   
2012
 
                         
Cash provided by (used in):
                 
Operating activities:
                   
Net (loss) income for the year
    $ (1,638,952   $ (2,574,304   $ 23,385,779  
Adjustments for:
                         
Gain on settlement of debt
    9       -       -       (23,931,807
Amortization of property and equipment
    6       7,727       11,500       19,663  
Amortization of intangible assets
    7       553,542       525,482       857,887  
Stock‑based compensation
    11       -       102,993       224,445  
Write‑down of inventory
    5       22,209       19,639       109,194  
Write‑down of intangible assets
    7       -       62,133       216,011  
Finance expense
 
8 &14
      1,809,028       466,425       553,734  
Difference between fair value of other long‑term liability and
               
     funding received
    10       (14,483     (32,739     -  
Unrealized foreign exchange loss (gain)
    5,303       (3,011     (873
Change in the following:
                       
Accounts receivable
      (514,986     (12,419     (54,707
Inventories
            114,937       (380,113     (201,645 )
Prepaid expenses
      (176,733     95,629       113,378  
Accounts payable and accrued liabilities
    407,925       889,829       (497,468
Other long‑term liability
    10       -       200,000       -  
Interest paid
    14       (299,346     (273,417     (221,278
Debt issuance costs
    8       -       -       (70,240
Royalties paid
    9       (165,291     (88,105     (84,784
                                 
                                 
Cash flows from (used in) operating activities
    110,880       (990,478     417,289  
                               
                               
Investing activities:
                             
Acquisition of property and equipment
    6       (5,513     (3,108     (1,488
Acquisition of intangible assets
    7       -       (4,289     (96,424
                                 
                                 
Cash flows used in investing activities
      (5,513     (7,397     (97,912
                                 
                                 
Financing activities:
                               
Exercise of stock options
    11       2,000       -       -  
Share issuance costs
    11       -       -       (34,166
Proceeds from long‑term debt
    8       -       -       5,000,000  
Repayments of long‑term debt
    8       -       -       (4,750,000
Debt settlement costs
    8       -       -       (164,308
                                 
                                 
Cash flows from financing activities
      2,000       -       51,526  
                                 
Foreign exchange gain on cash held in foreign currency
    315       145       3,258  
                                 
                                 
Increase (decrease) in cash
            107,682       (997,730     374,161  
Cash, beginning of year
            126,615       1,124,345       750,184  
                                 
                                 
Cash, end of year
          $ 234,297     $ 126,615     $ 1,124,345  
                                 
                                 
Supplementary information:
                               
Non‑cash financing activities:
                         
Shares issued on debt settlement
 
9 & 11
    $ -     $ -     $ 646,801  
Shares issued for guarantee on long‑term debt
 
8 & 11
    $ -     $ -     $ 371,834  
 
See accompanying notes to the consolidated financial statements.
 
113

 
 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012


 
1.     Reporting entity:
 
Medicure Inc. (the "Company") is a company domiciled and incorporated in Canada and as of October 24, 2011, its Common Shares are listed on the TSX Venture Exchange.  Prior to October 24, 2011 and beginning on March 29, 2010, the Company's Common Shares were listed on the NEX board of the TSX Venture Exchange.  Prior to March 29, 2010, the Company's Common Shares were listed on the Toronto Stock Exchange.  Additionally, the Company's shares were listed on the American Stock Exchange (later called NYSE Amex and now called NYSE MKT) on February 17, 2004 and the shares ceased trading on the NYSE Amex effective July 3, 2008.  The Company remains a U.S. Securities and Exchange Commission registrant.  The address of the Company's registered office is 2-1250 Waverley Street, Winnipeg, Manitoba, Canada.  The Company is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. Through its subsidiary Medicure International, Inc., the Company has rights to the commercial product AGGRASTAT ® Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT ® , a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome including unstable angina, which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction.  The Company’s primary ongoing research and development activity is the development and implementation of a new regulatory, brand and life cycle management strategy for AGGRASTAT ® .
 
2.     Basis of preparation of financial statements:
 
(a)     Statement of compliance
 
These consolidated financial statements of the Company and its subsidiaries were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
 
The Company adopted IFRS 10 and 13, and amendments to International Accounting Standard ("IAS") 1 on June 1, 2013.  There was no material impact as a result of the adoption of these standards and amendments.
 
The consolidated financial statements were authorized for issue by the Board of Directors on September 10, 2014.
 
(b)     Basis of presentation
 
The consolidated financial statements have been prepared on the historical cost basis except for the following items:
 
 
·
Derivative financial instruments are measured at fair value.
 
 
·
Financial instruments at fair value through profit and loss are measured at fair value.
 
(c)     Going concern
 
These consolidated financial statements have been prepared on a going concern basis in accordance with IFRS.  The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  There is substantial doubt about the appropriateness of the use of the going concern assumption because the Company has experienced operating losses from incorporation and has accumulated a deficit of $127,516,308 as at May 31, 2014 and a working capital deficiency of $869,164.  Management has forecasted that contractual commitments and debt service obligations will exceed the Company's net cash flows and working capital during fiscal 2015.  The Company’s future operations are dependent upon its ability to grow sales of AGGRASTAT ® , to develop and/or acquire new products, and/or secure additional capital, which may not be available under favourable terms or at all, and/or renegotiate the terms of its contractual commitments.  If the Company is unable to grow sales, develop and/or acquire new products, raise additional capital or renegotiate the terms of its contractual commitments, management intends to consider other strategies including further cost curtailments, delays of research and development activities, asset divestures and/or monetization of certain intangible assets.  Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two-year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest only with principal repayments now beginning on August 1, 2015 and the loan maturing on July 1, 2018.

 
114

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
2.     Basis of preparation of financial statements (continued):
 
(c)     Going concern (continued):
 
The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent on many factors, including, but not limited to, the actions taken or planned, some of which are described above, which are intended to mitigate the adverse conditions and events that raise doubt about the validity of the going concern assumption used in preparing these consolidated financial statements.  There is no certainty that the Company’s working capital and net cash flows will be sufficient through fiscal 2015 or that the above described and other strategies will be sufficient to permit the Company to continue as a going concern.
 
The consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.  If the going concern basis was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported revenue and expenses, and the consolidated statement of financial position classifications used.
 
(d)     Functional and presentation currency
 
The consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency.  All financial information presented has been rounded to the nearest dollar except where indicated otherwise.
 
(e)     Use of estimates and judgments
 
The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
 
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
 
Areas where management has made critical judgments in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements include the determination of the Company and its subsidiaries functional currency and the determination of the Company's cash generating units ("CGU") for the purposes of impairment testing.
 
Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year are included in the following notes:
 
 
·
Note 3(c)(ii): Valuation of the royalty obligation
 
 
·
Note 3(c)(ii): Valuation of the warrant liability
 
 
·
Note 3(c)(ii): Valuation of the other long-term liability
 
 
·
Note 3(d): Provisions for returns and discounts
 
 
·
Note 3(g)(i): The estimation of accruals for research and development costs
 
 
·
Note 3(g)(ii): The measurement and period of use of intangible assets
 
 
·
Note 3(j)(ii): The assumptions and model used to estimate the value of share-based payment transactions
 
 
·
Note 3(l): The measurement of the amount and assessment of the recoverability of income tax assets

 
115

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
3.     Significant accounting policies:
 
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless otherwise indicated.
 
(a) Basis of consolidation
 
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Medicure International Inc., and Medicure Pharma Inc.  The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.  All significant inter-company transactions and balances have been eliminated.
 
(b) Foreign currency
 
Items included in the financial statements of each of the Company's consolidated subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the functional currency). The consolidated financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency. The U.S. dollar is the functional currency of Medicure Pharma, Inc.  In the three months ended August 31, 2011, as a result of the long-term debt settlement (note 9) and other factors, the focus of Medicure International, Inc.'s operations changed and, accordingly, its functional currency was changed from the Canadian dollar to the U.S. dollar, effective June 1, 2011.  In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates , this change has been accounted for prospectively.
 
Foreign currency transactions are translated into the respective functional currencies of the Company and its subsidiaries using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit and loss. The results and financial position of the Company's consolidated subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
 
(i) assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position;
 
(ii) income and expenses for each year are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
 
(iii) all resulting exchange differences are recognized in other comprehensive (loss) income in the cumulative translation account.
 
When a foreign operation is disposed of, a proportionate share of the cumulative exchange differences previously recognized in equity is recognized in the consolidated statements of net (loss) income and comprehensive (loss) income, as part of the gain or loss on sale where applicable.
 
(c) Financial instruments
 
(i) Financial assets
 
The Company initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
 
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.
 
Financial assets and liabilities are offset and the net amount presented in the consolidated statements of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

 
116

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
3.     Significant accounting policies (continued):
 
(c) Financial instruments (continued):
 
(i) Financial assets (continued):
 
The Company classifies non-derivative financial assets into the following category: loans and receivables.  The Company has not classified any assets or liabilities as held-to-maturity or as available-for-sale.
 
Loans and receivables
 
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost. Loans and receivables are comprised of cash and  accounts receivable.
 
(ii) Financial liabilities
 
The Company has the following non-derivative financial liabilities which are classified as other financial liabilities:  accounts payable and accrued liabilities, accrued interest on long-term debt and long-term debt.
 
All other financial liabilities are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.  Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.  Costs incurred to obtain financing are deferred and amortized over the term of the associated debt using the effective interest method. Amortization is a non-cash charge to finance expense.
 
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.
 
Warrants with an exercise price denominated in a foreign currency are recorded as a warrant liability and classified as fair value through profit and loss. The warrant liability is included within accounts payable and accrued liabilities and the change in the fair value of the warrants is recorded as a gain or loss in the consolidated statement of net (loss) income and comprehensive (loss) income within finance expense. These warrants have not been listed on an exchange and therefore do not trade on an active market.
 
The warrant liability is recorded at the fair value of the warrants at the date at which they were granted and subsequently revalued at each reporting date.  Estimating fair value for these warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the warrants, volatility and dividend yield and making assumptions about them.
 
The royalty obligation is recorded at its fair value at the date at which the liability was incurred and subsequently revalued at each reporting date.  Estimating fair value for this liability requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining expected revenue from AGGRASTAT ® sales and an appropriate discount rate and making assumptions about them.
 
The other long-term liability is recorded at its fair value at the date at which the liability was incurred and subsequently revalued at each reporting date.  Estimating fair value for this liability requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining the time frame when certain sales targets are expected to be met and an appropriate discount rate and making assumptions about them.

 
117

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
3.     Significant accounting policies (continued):
 
(d) Revenue recognition
 
Revenue from the sale of goods, comprising finished and unfinished products, in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, chargebacks, trade discounts and volume rebates. Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.
 
(e) Inventories
 
Inventories consist of unfinished product (raw materials) and packaging materials, as well as finished products and are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.
 
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
 
(f) Property and equipment
 
(i) Recognition and measurement
 
Items of property and equipment are measured at cost less accumulated amortization and accumulated impairment losses.  When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.  The costs of the day-to-day servicing of property and equipment are recognized in the consolidated statements of net (loss) income and comprehensive (loss) income in the period in which they are incurred.
 
(ii) Amortization
 
Amortization is recognized in profit or loss over the estimated useful lives of each part of an item of property and equipment in a manner which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.  The estimated useful lives for the current and comparative periods are as follows:\

               
Asset
 
 
Basis
Rate
       
Computer and office equipment
Straight‑line
25%
Furniture, fixtures and equipment
Diminishing balance
20% to 25%

 
Amortization methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

 
118

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
3.     Significant accounting policies (continued):
 
(g) Intangible assets
 
(i) Research and development
 
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred.
 
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset.  No development costs have been capitalized to date.
 
Research and development expenses include all direct and indirect operating expenses supporting the products in development.
 
(ii) Intangible assets
 
Intangible assets that are acquired separately and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.  Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which it relates.  All other expenditures are recognized in profit or loss as incurred.
 
Costs incurred in obtaining a patent are capitalized and amortized on a straight-line basis over the legal life of the respective patent, ranging from five to twenty years, or its economic life, if shorter.  Costs incurred in obtaining a trademark are capitalized and amortized on a straight-line basis over the legal life of the respective trademark, being ten years, or its economic life, if shorter.  Costs incurred in obtaining a customer list are capitalized and amortized on a straight-line basis over approximately ten years, or its economic life, if shorter.
 
Costs incurred in successfully obtaining a patent, trademark or customer list are measured at cost less accumulated amortization and accumulated impairment losses.  The cost of servicing the Company's patents and trademarks are expensed as incurred.
 
(iii) Subsequent expenditure
 
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates.  All other expenditures are recognized in profit or loss as incurred.
 
(iv) Clinical trial expenses
 
Clinical trial expenses are a component of the Company’s research and development costs. These expenses include fees paid to contract research organizations, clinical sites, and other organizations who conduct development activities on the Company’s behalf. The amount of clinical trial expenses recognized in a period related to clinical agreements are based on estimates of the work performed using an accrual basis of accounting. These estimates incorporate factors such as patient enrolment, services provided, contractual terms, and prior experience with similar contracts.
 
(v) Government assistance and investment tax credits
 
Government assistance toward current expenses is recorded as a reduction of the related expenses in the period the expenses are incurred. Government assistance towards property and equipment is deducted from the cost of the related property and equipment. The benefits of investment tax credits for scientific research and experimental development expenditures ("SR&ED") incurred directly by the Company are recognized in the period the qualifying expenditure is made, providing there is reasonable assurance of recoverability. SR&ED investment tax credits receivable are recorded at their net realizable value.

 
119

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
 
3.     Significant accounting policies (continued):
 
(h) Impairment of financial assets
 
At each reporting date, the Company assesses whether there is objective evidence that a financial asset is impaired. If such evidence exists, the Company recognizes an impairment loss for financial assets carried at amortized cost. The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount through the use of an allowance account.
 
Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized.
 
(i) Impairment of non-financial assets
 
The Company assesses at each reporting period whether there is an indication that a non-financial asset may be impaired.  An impairment loss is recognized when the carrying amount of an asset, or its CGU, exceeds its recoverable amount.  Impairment losses are recognized in net (loss) income and comprehensive (loss) income and included in research and development expense if they relate to patents.  A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.  The recoverable amount is the greater of the asset's or CGU's fair value less costs to sell and value in use.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.  In determining fair value less cost to sell, an appropriate valuation model is used.  For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.
 
Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recognized.
 
(j) Employee benefits
 
(i) Short-term employee benefits
 
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
 
(ii) Share-based payment transactions
 
The grant date fair value of share-based payment awards granted to employees is recognized as a personnel expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards.  The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.  For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
 
Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions. In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.

 
120

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
3.     Significant accounting policies (continued):
 
(k) Finance income and finance costs
 
Finance income comprises interest income on funds invested which is recognized as it accrues in profit or loss, using the effective interest method.
 
Finance costs comprise interest expense on borrowings which are recognized in profit or loss using the effective interest method, changes in the fair value of the warrant liability, accretion on the royalty obligation and amortization of deferred debt issue costs using the effective interest method.
 
Foreign currency gains and losses are reported on a net basis.
 
(l) Income taxes
 
Income tax expense comprises current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive (loss) income.
 
Current taxes are the expected tax receivable or payable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax receivable or payable in respect of previous years.
 
Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred taxes are not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realized simultaneously.
 
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
 
(m)  Earnings (loss) per share
 
The Company presents basic earnings per share ("EPS") data for its common voting shares.  Basic EPS is calculated by dividing the profit or loss attributable to common voting shareholders of the Company by the weighted average number of common voting shares outstanding during the period, adjusted for own shares held.  Diluted EPS is computed similar to basic EPS except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive.  The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercise were used to acquire common shares at the average market price during the reporting periods.
 
(n) New standards and interpretations not yet adopted
 
Certain new standards, interpretations and amendments to existing standards issued by the IASB or the International Financial Reporting Interpretations Committee ("IFRIC") that are not yet effective up to the date of issuance of the Company’s financial statements are listed below.  The Company is assessing the impact of these pronouncements on its consolidated results and financial position. The Company intends to adopt those standards when they become effective.

 
121

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
3.     Significant accounting policies (continued):
 
(n) New standards and interpretations not yet adopted (continued);
 
IFRS 9, Financial Instruments: Classification and Measurement
 
IFRS 9 replaces the guidance in IAS 39, Financial Instruments: Recognition and Measurement, on the classification and measurement of financial assets.  The Standard eliminates the existing IAS 39 categories of held-to-maturity, available-for-sale and loans and receivables.
 
Financial assets will be classified into one of two categories on initial recognition:
 
 
·
financial assets measured at amortized cost; or
 
 
·
financial assets measured at fair value.
 
Under IFRS 9, for financial liabilities measured at fair value under the fair value option, changes in fair value attributable to changes in credit risk will be recognized in other comprehensive (loss) income, with the remainder of the change recognized in profit and loss.
 
The mandatory effective date has not yet been determined by the IASB.  The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.
 
IFRS 15, Revenue from Contracts with Customers

IFRS 15, Revenue from Contracts with Customers , issued by the IASB in May 2014, is applicable to all revenue contracts and provides a model for the recognition and measurement of gains or losses from sales of some nonfinancial assets. The core principle is that revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively [for example, service revenue and contract modifications] and improve guidance for multiple-element arrangements. IFRS 15 is effective for annual periods beginning on or after January 1, 2017 and is to be applied retrospectively, with earlier adoption permitted. Entities will transition following either a full or modified retrospective approach. The Company is currently evaluating the impact of the above standard on its financial statements.
 
Amendments to IAS 32, Financial Instruments : Presentation
 
Amendments to IAS 32 were issued to clarify the existing requirements for offsetting financial assets and financial liabilities.  The amendments are effective for annual periods beginning on or after January 1, 2014.  The Company does not expect the adoption of these amendments to have a material impact on the consolidated financial statements.
 
IFRIC 21, Levies
 
IFRIC 21, Levies , addresses various accounting issues relating to levies imposed by a government. This interpretation is effective for annual periods beginning on or after January 1, 2014. The Company is currently assessing the impact the adoption of this interpretation may have on the consolidated financial statements.
 
Amendments to IAS 39, Financial Instrument s : Recognition and Measurement
 
In June 2013, Novation of Derivatives and Continuation of Hedge Accounting was issued, which amends IAS 39, Financial Instruments Recognition and Measurement .  Under these narrow scope amendments there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met.  These amendments are effective for annual periods beginning on or after January 1, 2014.  The Company does not expect the adoption of these amendments to have a material impact on its consolidated financial statements.

 
122

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
4.     Accounts receivable:
      May 31, 2014     May 31, 2013  
               
Trade accounts receivable
  $ 928,852     $ 422,588  
Other accounts receivable
    18,750       10,028  
      $ 947,602     $ 432,616  
 
As at May 31, 2014, the trade accounts receivable consist of amounts owing from four customers which represent approximately 98 percent (May 31, 2013 - 99 percent) of trade accounts receivable.
 
5.     Inventories:
      May 31, 2014     May 31, 2013  
               
Unfinished product and packaging materials
  $ 152,488     $ 160,010  
Finished product
    613,165       742,789  
      $ 765,653     $ 902,799  
                                                                                                                                                                    
During the year ending May 31, 2014, the Company wrote off inventories that had expired or were otherwise unusable of $22,209 (2013 - $19,639 and 2012 - $109,194).  Inventories expensed as part of cost of goods sold during the year ended May 31, 2014 amounted to $300,378 (2013 - $131,355 and 2012 - $227,517).
 
6.     Property and equipment:
 
Computer
  Furniture,    
Cost and office
equipment
  fixtures and
equipment
  Total
 
         
Balance, May 31, 2012 24,631    $ 132,006    156,637 
Additions
  3,108     -     3,108
Effect of movements in exchange rates
  -     430     430
                 
Balance, May 31, 2013
  27,739     132,436     160,175
Additions
  5,513     -     5,513
Effect of movements in exchange rates
  -     5,218     5,218
                 
Balance, May 31, 2014
  33,252     137,654     170,906
                 
Accumulated amortization   Computer
and office
equipment 
    Furniture,
fixtures and
equipment
    Total
 
               
Balance, May 31, 2012
$ 15,508   $  110,384   $ 125,892
Amortization for the year
  6,174     5,326     11,500
Effect of movements in exchange rates
  -      548      548
 
               
Balance, May 31, 2013
  21,682      116,258     137,940
Amortization for the year   3,577      4,150     7,727
Effect of movements in exchange rates    -     4,558     4,558
 
               
Balance, May 31, 2014 $
25,259
  $ 124,966    150,225
 
               
Carrying amounts
 
Computer
and office
equipment
   
Furniture,
fixtures and
equipment
    Total
                 
Balance, May 31, 2013
$ 6,057   $ 16,178   $ 22,235
Balance, May 31, 2014
$  7,993   $ 12,688   $  20,681

 
123

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012


 
7.     Intangible assets
Cost
 
Patents
   
Trademarks
   
Customer
List
   
Total
 
Balance, May 31, 2012
  $ 8,858,770     $ 1,635,965     $ 288,700     $ 10,783,435  
Additions
    4,289       -       -       4,289  
Change due to impairment
    (62,282     -       -       (62,282
Effect of movements in exchange rates
    33,521       6,177       1,090       40,788  
                                 
Balance, May 31, 2013
    8,834,298       1,642,142       289,790       10,766,230  
Effect of movements in exchange rates
    403,853       75,074       13,248       492,175  
                                 
Balance, May 31, 2014
  $ 9,238,151     $ 1,717,216     $ 303,038     $ 11,258,405  
                                 
Accumulated amortization and impairment losses
 
Patents
    Trademarks     Customer
List
    Total  
                                 
Balance, May 31, 2012
  $ 6,979,051     $ 1,107,938     $ 195,518     $ 8,282,507  
Amortization
    388,753       116,220       20,509       525,482  
Change due to impairment
    (149     -       -       (149
Effect of movements in exchange rates
    38,945       7,968       1,408       48,321  
                                 
Balance, May 31, 2013
    7,406,600       1,232,126       217,435       8,856,161  
Amortization
    408,679       123,134       21,729       553,542  
Effect of movements in exchange rates
    346,531       58,657       10,356       415,544  
                                 
Balance, May 31, 2014
  $ 8,161,810     $ 1,413,917     $ 249,520     $ 9,825,247  
                                 
 
Carrying amounts
 
Patents
   
Trademarks
    Customer
List
   
Total
 
Balance, May 31, 2013
  $ 1,427,698     $ 410,016     $ 72,355     $ 1,910,069  
Balance, May 31, 2014
  $ 1,076,341     $ 303,299     $ 53,518     $ 1,433,158  
                                                     
The Company has considered indicators of impairment as at May 31, 2014 and May 31, 2013.  To May 31, 2014, the Company has recorded an aggregate impairment loss of $16,136,325 primarily resulting from a previous write-down of AGGRASTAT ® intangible assets and from patent applications no longer being pursued or patents being abandoned.  The Company did not record a write-down of intangible assets during the year ended May 31, 2014 (2013 - $62,133 and 2012 - $216,011) relating to patent applications no longer being pursued and patents being abandoned.  The average remaining amortization period of the Company's intangible assets is approximately 2.5 years.
 
For the year ended May 31, 2014, amortization of intangible assets relating to AGGRASTAT ® totaling $545,535 (2013 - $514,902 and 2012 - $845,869) is recognized in cost of goods sold and amortization of other intangible assets totaling $8,007 (2013 - $10,580 and 2012 - $12,018). The Company did not record a write-down of intangible assets during the year ended May 31, 2014 (2013 - $62,133 and 2012 - $216,011).  In the years ended May 31, 2013 and 2012, write-downs of intangible assets were recognized in research and development expense.
 
As described in note 8, certain intangible assets were pledged as security against long-term debt.

 
124

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
8.     Long-term debt:
             
   
May 31, 2014
   
May 31, 2013
 
Manitoba Industrial Opportunities Program loan
  $ 4,847,279     $ 4,781,894  
Current portion of long‑term debt
    -       1,271,775  
    $ 4,847,279     $ 3,510,119  
                 
Principal repayments to maturity by fiscal year are as follows:
       
2016
          $ 1,388,889  
2017
            1,666,667  
2018
            1,666,667  
2019
            277,777  
              5,000,000  
Less deferred debt issue expenses (net of accumulated amortization of $317,520)
            152,721  
            $ 4,847,279  
 
The Company borrowed $5,000,000 from the Government of Manitoba, under the Manitoba Industrial Opportunities Program ("MIOP"), to assist in the settlement of its existing long-term debt as described in note 9. The loan bears interest annually at 5.25% and originally matured on July 1, 2016.  The loan was payable interest-only for the first 24 months, with blended principal and interest payments made monthly thereafter until maturity.  Effective August 1, 2013, the Company renegotiated its long-term debt and received an additional two-year deferral of principal repayments.  Under the renegotiated terms, the loan continues to be interest-only with principal repayments now beginning on August 1, 2015 and the loan matures on July 1, 2018.  The loan is secured by the Company's assets and guaranteed by the Chief Executive Officer of the Company and entities controlled by the Chief Executive Officer. The Company issued 1,333,333 common shares (20,000,000 pre-consolidated common shares (note 11)) of the Company with a fair value of $371,834, net of share issue costs of $28,166, in consideration for the guarantee to the Company's Chief Executive Officer and entities controlled by the Chief Executive Officer. In connection with the guarantee, the Company entered into an indemnification agreement with the Chief Executive Officer under which the Company shall pay the Guarantor on demand all amounts paid by the Guarantor pursuant to the guarantee. In addition, under the indemnity agreement, the Company agreed to provide certain compensation upon a change in control of the Company.  The Company relied on the financial hardship exemption from the minority approval requirement of Multilateral Instrument ("MI") 61-101.  Specifically, pursuant to MI 61-101, minority approval is not required for a related party transaction in the event of financial hardship in specified circumstances.
 
The Company is required to maintain certain non-financial covenants under the terms of the MIOP loan.  As at May 31, 2014, management believes it is in compliance with the terms of the loan.
 
The effective interest rate on the MIOP loan for the year ended May 31, 2014 was seven percent (2013 - eight percent and 2012 - seven percent).

 
125

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
9.     Royalty obligation
 
On July 18, 2011, the Company settled its existing long-term debt with Birmingham Associates Ltd. ("Birmingham"), an affiliate of Elliott Associates L.P. ("Elliot"), in exchange for i) $4,750,000 in cash; ii) 2,176,003 common shares (32,640,043 pre-consolidation common shares (note 11)) of the Company; and iii) a royalty on future AGGRASTAT ® sales until May 1, 2023.  The royalty is based on four percent of the first $2,000,000 of quarterly AGGRASTAT ® sales, six percent of quarterly sales between $2,000,000 and $4,000,000 and eight percent of quarterly sales exceeding $4,000,000 payable within 60 days of the end of the preceding quarter.  The previous lender has a one-time option to switch the royalty payment from AGGRASTAT ® to a royalty on MC-1 sales.  Management has determined there is no value to the option to switch the royalty as the product is not commercially available for sale and development of the product is on hold.
 
In accordance with the terms of the agreement, if the Company were to dispose of its AGGRASTAT ® rights, the acquirer would be required to assume the obligations under the royalty agreement.
 
The difference between the carrying amount of the long-term debt extinguished and the consideration paid, comprising cash, equity instruments and the royalty obligation assumed, has been recognized as a gain on the settlement of debt in the consolidated statements of net income and comprehensive income for the year ended May 31, 2012.  In accordance with IFRIC 19, Extinguishing financial liabilities with equity instruments , the shares issued in partial consideration for the settlement of the debt have been included in consideration paid and measured at their fair value at the date of the settlement of $652,801.
 
As at July 18, 2011, the Company had total Canadian dollar book value of long-term debt of $22,254,966, net of unamortized deferred financing fees of $941,454.  The Company also had accrued interest payable of $8,145,865 for a total carrying value of the debt settled on July 18, 2011 of $30,400,831.
 
The gain on the settlement of debt totals $23,931,807 and consideration paid comprised $4,750,000 cash paid, common shares with a value of $652,801 and a royalty obligation valued at $901,915, in addition to legal costs associated with the debt settlement transaction of $164,308.
 
The initial value assigned to the royalty obligation, based on an expected value approach, was estimated to be $901,915.  The royalty obligation is recorded at fair value with the associated cash flows being revised each period resulting in a carrying value at May 31, 2014 of $1,778,578 (May 31, 2013 - $649,959).  The change in the fair value of the royalty obligation for the year ended May 31, 2014 of $1,349,372 (2013 - $72,689 and 2012 - ($217,973)) is recorded within finance expense on the consolidated statements of net (loss) income and comprehensive (loss) income.  Royalties for the year ended May 31, 2014 total $201,131 in regards to the royalty obligation (2013 - $104,979 and 2012 - $99,965), with payments made in fiscal 2014 of $165,291 (2013 - $88,105 and 2012 - $84,784).
 
10.    Other long-term liability
 
The Company received $200,000 of funding from the Province of Manitoba's Commercialization Support for Business program to assist the Company with the completion of a study evaluating AGGRASTAT ® in patients with impaired kidney function.  The study was completed and the funds were received during the year ended May 31, 2013.  The funding is repayable when certain sales targets are met and the repayable requirement will remain in effect for a period not less than eight fiscal years.
 
The other long-term liability was initially recorded at a fair value of $167,261 with the difference between the fair value of the liability and the funding received being recorded as a reduction in research and development expenses.  The other long-term liability is recorded at fair value with the associated cash flows being revised each period resulting in a carrying value at May 31, 2014 of $152,778 (May 31, 2013 - $167,261).  The net change in the other long-term liability for the year ended May 31, 2014 of $14,483 (2013 - nil and 2012 - nil) is recorded as a reduction to research and development expense on the consolidated statements of net (loss) income and comprehensive (loss) income.

 
126

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
11.   Capital stock:
 
(a)     Authorized:
 
The Company has authorized share capital of an unlimited number of common voting shares, an unlimited number of class A common shares and an unlimited number of preferred shares. The preferred shares may be issued in one or more series, and the directors may fix prior to each series issued, the designation, rights, privileges, restrictions and conditions attached to each series of preferred shares.
 
On November 1, 2012, the Company completed a consolidation of its outstanding share capital on the basis of one post-consolidation share for every fifteen pre-consolidation shares.  All comparative figures have been adjusted retrospectively.
 
(b)    Shares issued and outstanding:
 
Shares issued and outstanding are as follows:
   
Number of Common Shares
   
Amount
 
Balance, May 31, 2011
    8,687,172     $ 116,014,623  
Shares issued on July 18, 2011
    3,509,336       1,018,635  
Balance, May 31, 2012
    12,196,508     $ 117,033,258  
Balance, May 31, 2013
    12,196,508     $ 117,033,258  
Shares issued upon exercise of stock options (11c)
    3,333       3,414  
Balance, May 31, 2014
    12,199,841     $ 117,036,672  
                                                                            
On July 18, 2011, the Company issued 2,176,003 common shares (32,640,043 pre-consolidation common shares) as part of the consideration of the settlement of the Company's existing debt. These shares had a value of $646,801, net of share issue costs of $6,000 (note 9).
 
On July 18, 2011, the Company issued 1,333,333 common shares (20,000,000 pre-consolidation common shares) of the Company in consideration for the guarantee of long-term debt by the Company's Chief Executive Officer and entities controlled by the Chief Executive Officer. These shares had a value of $371,834, net of share issue costs of $28,166 and have been recorded as deferred debt issue costs and are being amortized using the effective interest method (note 8).
 
Subsequent to May 31, 2014, on July 11, 2014, the Company announced that, subject to all necessary regulatory approvals, it has entered into shares for debt agreements with its Chief Executive Officer, Dr. Albert Friesen and certain members of the Board of Directors, pursuant to which the Company will issue 205,867 of its common shares at a deemed price of $1.98 per common share to satisfy $407,617 of outstanding amounts owing to Chief Executive Officer and members of the Company’s Board of Directors.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.
 
(c)    Stock option plan:
 
The Company has a stock option plan which is administered by the Board of Directors of the Company with stock options granted to directors, management, employees and consultants as a form of compensation. The number of common shares reserved for issuance of stock options is limited to a maximum of 1,829,476 common shares of the Company at any time. The stock options generally have a maximum term of ten years.
 
On May 6, 2014, 3,333 stock options, with a value of $3,414, were exercised at a price $0.60 for proceeds to the Company of $2,000.

 
127

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
11.   Capital stock (continued):
 
(c)    Stock option plan (continued):
 
On May 10, 2013, the Company issued 463,000 stock options to certain directors, officers, employees, management company employees and consultants of the Company, including the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, at an exercise price of $0.30 per common share.  The options vested immediately and expire after ten years.
 
Changes in the number of options outstanding during the year ended May 31, 2014 and 2013 are as follows:
 
   
May 31, 2014
   
 
May 31, 2013
 
Shares
 
Weighted
average
exercise price
 
Shares
 
Weighted
average
exercise price
Balance, beginning of year
1,421,352   $ 2.14   962,610   $ 3.04
Granted
-     -   463,000     0.3
Exercised
(3,333)     (0.6)   -     -
Forfeited, cancelled or expired
-     -   (4,258)     4.68
Balance, end of year
1,418,019   $ 2.15   1,421,352   $ 2.14
Options exercisable, end of year
1,418,019   $ 2.15   1,421,352   $ 2.14
 
                   
Options outstanding at May 31, 2014 consist of the following:
               
Range of
exercise prices
 
Number
outstanding
 
 
Weighted average
remaining
contractual life
 
Options outstanding
weighted average
exercise price
 
Number
exercisable
$0.30 ‑ $5.00
  1,336,065  
7.65 years
  $1.05   1,336,065
$10.01 ‑ $15.00
  30,810  
3.52 years
  $12.71   30,810
$15.01 ‑ $20.00
  777  
1.40 years
  $17.85   777
$ 20.01 - $25.20   50,367  
1.91 years
  $24.56   50,367
$0.30 ‑ $25.20
  1,418,019  
7.36 years
  $2.15   1,418,019
 
There were no stock options granted during the year ended May 31, 2014 and as such there was no compensation expense related to stock options granted during the year or from previous periods under the stock option plan (2013 - $102,993 and 2012 - $224,445).
 
The compensation expense for the year ended May 31, 2013 was determined based on the fair value of the options at the date of measurement using the Black-Scholes option pricing model.  There was no compensation expense recorded during the year ended May 31, 2014.

 
128

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
11.    Capital stock (continued):
 
(c)    Stock option plan (continued):
       
      May 31, 2013
Expected option life      5.1 years
Risk-free interest rate      1.34%
Dividend yield      nil
Expected volatility      161.87%
 
Subsequent to May 31, 2014, on July 7, 2014, the Company granted an aggregate of 332,300 options to certain directors, officers, employees, management company employees and consultants of the Company.  Of these options, 92,300 are set to expire on the tenth anniversary of the date of grant, and 240,000 are set to expire on the fifth anniversary of the date of grant.  All 332,300 options were issued at an exercise price of $1.90 per share.
 
(d)    Warrants:
 
Changes in the number of warrants outstanding during the years ended May 31, 2014 and 2013 are as follows:
Issue
(Expiry date)
Original
granted
Exercise
price
per share
 
May 31,
2012
 
Granted
(Expired)
 
May 31,
2013
 
Granted
(Expired)
 
May 31,
2014
 
 
 
 
 
 
 
 
66,667 units
           
(December 31, 2016)
66,667
USD $18.90
66,667
66,667
66,667
               
291,594 units
           
(October 5, 2012)
291,594
USD $22.50
291,594
(291,594)
 
IFRS require warrants with an exercise price denominated in a currency other the entity's functional currency to be treated as a liability measured at fair value.  The warrants, all with U.S. dollar exercise prices, are recorded at fair value within accounts payable and accrued liabilities as at May 31, 2014 and total $54,344 (May 31, 2013 - $10,524). Changes in fair value of the warrants for the year ended May 31, 2014 of $43,820 (2013 - ($24,459) and 2012 - $24,490) are recorded within finance expense.
 
The warrants, with the exception of the warrants expiring on December 31, 2016, were issued together with common shares either under prospectus offerings or private placements with the net proceeds allocated to common shares and warrants based on their relative fair values using the Black-Scholes model. The warrants expiring on December 31, 2016 were issued with a debt financing agreement in September 2007.
 
The warrants expiring on December 31, 2016 may be exercised, upon certain conditions being met, on a cashless basis based on a formula described in the warrant agreements.
 
(e)    Per share amounts
 
The weighted average number of common voting shares outstanding for the years ended May 31, 2014, 2013 and 2012 was 12,196,745, 12,196,508 and 11,745,854, respectively.   For the years ended May 31, 2014 and 2013, the dilution created by options and warrants has not been reflected in the per share amounts as the effect would be anti-dilutive.  For the year ended May 31, 2012, the dilution created by options and warrants has been reflected in the per share amounts.
 
 
129

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012


 
12.    Income taxes:
 
The Company recognized no income taxes in the consolidated statements of net (loss) income and comprehensive (loss) income, as it has been incurring losses since inception, excluding the gain on the settlement of debt during the year ended May 31, 2012, and it is not probable that future taxable profits will be available against which the accumulated tax losses can be utilized.
 
As at May 31, 2014 and 2013, deferred tax assets have not been recognized with respect to the following items:
 
    May 31, 2014     May 31, 2013
 Non-capital loss carryforwards   $ 7,239,000     $ 6,961,000
 Scientific research and experimental development     3,793,000       3,793,000
 Share issue costs     13,000       34,000
 Other     720,000       720,000
    $ 11,765,000     $ 11,508,000
 
        The reconciliation of the Canadian statutory rate to the income tax rate applied to the net (loss) income for the year to the income tax recovery is as follows:  
   
May 31, 2014
    May 31, 2013     May 31, 2012  
(Loss) income for the year:
                 
Canadian
  $ (1,742,843 )   $ (1,196,746 )   $ ( 1,699,690 )
Foreign
    103,891       (1,377,558 )     25,085,469  
      (1,638,952 )     (2,574,304 )     23,385,779  
Canadian federal and provincial income taxes at 27.00%
               
(2013 ‑ 27.00% and 2012 ‑ 27.00%)
    443,000       695,000       (6,314,000 )
Permanent differences and other items
    (177,000 )     (268,000 )     (546,000 )
Gain on settlement of debt
    -       -       598,000  
Foreign tax rate in foreign jurisdiction
    (9,000 )     (355,000 )     6,097,000  
Change in unrecognized deferred tax assets
    (257,000 )     (72,000 )     165,000  
    $ -     $ -     $ -  
 
The foreign tax rate differential is the difference between the Canadian federal and provincial statutory income tax rate and the tax rates in Barbados (2.5 percent) and the United States (38 percent) that are applicable to losses incurred by the Company's wholly-owned subsidiaries, Medicure International Inc. and Medicure Pharma Inc.
 
        At May 31, 2014, the Company has the following Canadian non-capital losses available for application in future years:
Expires in:      
2026     939,620
2027       1,111,169
2029       5,288,028
2030       2,711,408
2031       1,893,976
2032      1,485,583
2033      1,081,244
2034       1,648,001
    16,159,029 
 
 
130

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
12.    Income taxes (continued):
 
Scientific research and development tax credits of  $3,826,000 (2013 - $3,826,000 and 2012 - $3,826,000), which can be applied against Canadian income taxes otherwise payable, with expiry by 2028.
 
At May 31, 2014, the Company has the following United States net operating losses available for application in future years:
Expires in:    
 2029   $ 753,376
 2030     453,518
 2032     114,612
    $ 1,321,506
 
At May 31, 2014, the Company has the following Barbados losses available for application in future years:
 
  Expires in:      
 2015   $ 9,724,344  
 2016     9,545,788  
 2017     25,277,368  
 2018     39,131,352  
 2019     7,232,910  
 2020     1,969,627  
 2021     100,869  
 2023     1,064,305  
    $ 94,046,563  
 
13.   Revenue:
 
During the years ended May 31, 2014, 2013 and 2012, the Company earned revenues as follows:
 
    May 31, 2014     May 31, 2013     May 31, 2012  
Sale of finished products - AGGRASTAT ®   $ 5,050,761     $ 2,602,700     $ 2,881,378  
Sale of unfinished products     -       -       1,915,433  
    $ 5,050,761     $ 2,602,700     $ 4,796,811  
 
On July 6, 2011, the Company entered into an agreement with Iroko Cardio, LLC ("Iroko") to advance AGGRASTAT ® in each of the Company's and Iroko's respective territories. Iroko owned the rights to AGGRASTAT ® outside of the Company's territory. Under the terms of the agreement, the Company transferred to Iroko, AGGRASTAT ® unfinished product from inventory on hand and the rights to purchase additional quantities from a third party. In turn, Iroko paid Medicure International Inc. US$1,059,000 on July 6, 2011 and agreed to pay an additional US$850,000 on or before November 1, 2011, subject to certain conditions, which were satisfied prior to November 1, 2011 and full payment was received. The Company recognized $1,915,433 of revenue during the year ended May 31, 2012 in relation to this sale.
 
In addition, Iroko made available to the Company certain analytical methods for testing of AGGRASTAT ® drug product and provided the Company the option, exercisable by the Company within one year, to obtain certain data used by Iroko to obtain changes to the approved use of AGGRASTAT ® in Europe.  If the Company exercised its option to obtain the data and was successful in getting changes to the approved use of AGGRASTAT ® in the United States, Iroko would have been entitled to receive a royalty of up to US$3,500,000 on future AGGRASTAT ® sales based on three percent of sales per year.  Management has determined the value of the option received to obtain such data used by Iroko was not significant.  On     July 6, 2012, the option to obtain the data expired without the Company exercising its rights thereunder.  As a result, the Company has no ongoing or potential royalty obligation in connection with this agreement.
 
 
131

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012


 
14.   Finance expense:
 
During the years ended May 31, 2014, 2013 and 2012, the Company incurred finance expense as follows:
   
May 31, 2014
   
May 31, 2013
   
May 31, 2012
 
Interest on MIOP loan
  $ 327,167     $ 396,653     $ 348,838  
Interest on Birmingham long‑term debt
    -       -       385,663  
Change in fair value of royalty obligation
    1,349,372       72,889       (217,973
Change in fair value of warrant liability
    43,821       (24,529     24,490  
Other interest and banking fees
    88,668       21,412       12,716  
    $ 1,809,028     $ 466,425     $ 553,734  
 
                   
During the years ended May 31, 2014, 2013 and 2012, the Company paid finance expense as follows:
 
                   
   
May 31, 2014
   
May 31, 2013
   
May 31, 2012
 
Interest paid on MIOP loan
  $ 262,500     $ 262,500     $ 208,562  
Other interest and banking fees paid
    36,846       10,917       12,716  
    $ 299,346     $ 273,417     $ 221,278  
 
15. Commitments and contingencies:
 
(a)    Commitments:
 
                 As at May 31, 2014 and in the normal course of business, the Company has obligations to make future payments representing contracts and other commitments that are known and committed.
    Purchase
agreement
commitments
 
       
Contractual obligations payment due by fiscal period ending May 31:       
2015    $ 2,001,833  
2016       382,000  
         
    $ 2,383,833  
 
The Company entered into manufacturing and supply agreements, as amended, to purchase a minimum quantity of AGGRASTAT ® from a third party with remaining minimum purchases totaling $2,273,000 or US$2,096,000 (based on current pricing) over the term of the agreement, which expires in fiscal 2016.  Effective January 1, 2014, the agreement was amended and the amounts previously due during fiscal 2014 were deferred until fiscal 2015 and now bear interest at 3.25% per annum, with monthly payments being made against this balance owing of US$45,000.  These payments will be applied to future inventory purchases expected to be made during fiscal 2015 and $182,620 is currently recorded within prepaid expenses in regards to this agreement.  For the year ended May 31, 2014, interest of $17,009 (2013 - nil and 2012 - nil) is recorded within finance expense relating to this agreement.
 
 
132

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012


 
15. Commitments and contingencies (continued):
 
(a)    Commitments (continued):
 
On January 1, 2012, the Company entered into a business and administration services agreement with Genesys Venture Inc. ("GVI"), a company controlled by the Chief Executive Officer (note 16), under which the Company committed to pay $15,833 per month, or $190,000 per year effective January 1, 2012.  The agreement was automatically renewed on January 1, 2013 and 2014 for additional one year periods.  Either party may terminate this agreement at any time after  June 30, 2012 upon 90 days written notice.
 
Contracts with contract research organizations ("CROs") are payable over the terms of the associated clinical trials and timing of payments is largely dependent on various milestones being met, such as the number of patients recruited, number of monitoring visits conducted, the completion of certain data management activities, trial completion, and other trial-related activities.
 
(b)    Guarantees:
 
The Company periodically enters into research agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the accompanying financial statements with respect to these indemnification obligations.
 
(c)    Royalties:
 
As a part of the Birmingham debt settlement described in note 9, beginning on July 18, 2011, the Company is obligated to pay a royalty to the previous lender based on future commercial AGGRASTAT ® sales until 2023.  The royalty is based on four percent of the first $2,000,000 of quarterly AGGRASTAT ® sales, six percent of quarterly sales between $2,000,000 and $4,000,000 and eight percent of quarterly sales exceeding $4,000,000 payable within 60 days of the end of the preceding quarter.  The previous lender has a one-time option to switch the royalty payment from AGGRASTAT ® to a royalty on MC-1 sales.  Management has determined there is no value to the option to switch the royalty as the product is not commercially available for sale and development of the product is on hold.  Royalties for the year ended May 31, 2014 total $201,131 in regards to the royalty obligation (2013 - $104,979 and 2012 - $99,965), with payments made in fiscal 2014 being $165,291 (2013 - $88,105 and 2012 - $84,784).
 
As part of the sale of unfinished product as described in note 13, if the Company exercised its option to obtain AGGRASTAT ® data and was successful in getting changes to the approved use of AGGRASTAT ® in the United States, the Company would have been obligated to pay a three percent royalty of up to US$3,500,000 on future AGGRASTAT ® sales.  On July 6, 2012, the option to obtain the data expired without the Company exercising its rights thereunder.  As a result the Company has no ongoing or potential royalty obligation in connection with this agreement.
 
The Company is obligated to pay royalties to third parties based on any future commercial sales of MC-1, aggregating up to 3.9 percent on net sales.  To date, no royalties are due and/or payable.
 
(d)    Contingencies:
 
In the normal course of business, the Company may from time to time be subject to various claims or possible claims.  Although management currently believes there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows, these matters are inherently uncertain and management’s view of these matters may change in the future.

 
133

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
16. Related party transactions:
 
(a)    Key management personnel compensation
 
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company.  The Board of Directors, Chief Executive Officer, President and Chief Operating Officer and beginning in fiscal 2013, the Chief Financial Officer are key management personnel.
 
In addition to their salaries, the Company also provides non-cash benefits and participation in the Stock Option Plan.  The following table details the compensation paid to key management personnel for the years ended May 31:
 
        May 31, 2014        May 31, 2013        May 31, 2012  
 
Salaries, fees and short-term benefits
   $ 781,484     $ 472,623     $ 380,250  
 
Share-based payments
    -       79,190       182,713  
       $ 781,484       $ 551,813      562,963  
                           
 
The Company has $289,869 (May 31, 2013 - $213,569) recorded within accounts payable and accrued liabilities relating to amounts payable to the members of the Company's Board of Directors for services provided.  Beginning on February 22, 2013, these amounts began to bear interest at a rate of 5.5% per annum.  For the year ended May 31, 2014, $14,918 (2013 - $3,107 and 2012 - nil) was recorded within finance expense in relation to these amounts payable to the members of the Company's Board of Directors.
 
Subsequent to May 31, 2014, on July 11, 2014 and as described in note 11(b), the Company announced that, subject to all necessary regulatory approvals, it had entered into shares for debt agreements with certain members of the Board of Directors, pursuant to which the Company will issue common shares at a deemed price of $1.98 per common share to satisfy outstanding amounts owing to the Company’s Board of Directors.  Of the amounts payable to the Company's Board of Directors as at May 31, 2014, $106,490 was included in these shares for debt agreements.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.
 
(b)       Transactions with related parties
 
Directors and key management personnel control 19 percent of the voting shares of the Company as at May 31, 2014 (May 31, 2013 - 19 percent).
 
During the year ended May 31, 2014, the Company paid GVI, a company controlled by the Chief Executive Officer, a total of $190,000 (2013 - $190,000 and 2012 - $184,167) for business administration services, $30,500 (2013 - $32,500 and 2012 - $19,563) in rental costs and $33,735 (2013 - $26,125 and 2012 - $46,275) for commercial support services.  As described in note 15, the Chief Financial Officer's services are provided through a consulting agreement with GVI.  In addition, accounting, payroll, human resources and information technology services are provided to the Company through the GVI agreement.
 
Clinical research services are provided through a consulting agreement with GVI Clinical Development Solutions ("GVI CDS"), a company controlled by the Chief Executive Officer.  Pharmacovigilance and safety, regulatory support, quality control and clinical support are provided to the Company through the GVI CDS agreement.  During the year ended May 31, 2014, the Company paid GVI CDS $125,583 (2013 - $134,696 and 2012 - $146,154) for clinical research services.
 
Research and development services are provided through a consulting agreement with CanAm Bioresearch Inc. ("CanAm"), a company controlled by a close family member of the Chief Executive Officer.  During the year ended  May 31, 2014, the Company paid CanAm $229,732 (2013 - $467,763 and 2012 - $254,493) for research and development services.

 
 
134

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
 
16. Related party transactions (continued):
 
(b)     Transactions with related parties (continued):
 
These transactions were in the normal course of business and have been measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.  Beginning on February 22, 2013, these amounts began to bear interest at a rate of 5.5% per annum.  For the year ended May 31, 2014, $36,904 (2013 - $7,366 and 2012 - nil) was recorded within finance expense in relation to these amounts payable to related parties.
 
As at May 31, 2014, included in accounts payable and accrued liabilities is $90,262 (May 31, 2013 - $106,216) payable to GVI, $148,461 (May 31, 2013 - $89,545) payable to GVI CDS and $373,956 (May 31, 2013 - $351,297) payable to CanAm, which are unsecured, payable on demand and bear interest as described above.
 
On July 18, 2011, the Company renewed its consulting agreement with its Chief Executive Officer for a term of five years, at a rate of $180,000 annually.  The Company may terminate this agreement at any time upon 120 days written notice.  During the year ended May 31, 2014, the Company recorded a bonus of $286,849 to its Chief Executive Officer which is recorded within selling, general and administrative expenses.  As at May 31, 2014, included in accounts payable and accrued liabilities is $286,849 (May 31, 2013 - $37,750) payable to the Chief Executive Officer as a result of this consulting agreement, which is unsecured, payable on demand and non-interest bearing.
 
Subsequent to May 31, 2014, on July 11, 2014 and as described in note 11(b), the Company announced that, subject to all necessary regulatory approvals, it had entered into a shares for debt agreement with its Chief Executive Officer, pursuant to which the Company will issue common shares at a deemed price of $1.98 per common share to satisfy outstanding amounts owing to the Chief Executive Officer.  Of the amount payable to the Chief Executive Officer as at May 31, 2014, $286,849 was included in this shares for debt agreement.  To date, the shares have not been issued as the Company is in the process of obtaining the necessary regulatory approval for issuance of these shares.
 
17.    Expenses by nature:
 
Expenses incurred for the years ended May 31, 2014, 2013 and 2012 are as follows:
 
      May 31, 2014     May 31, 2013     May 31, 2012  
  Personnel expenses                  
      Salaries, fees and short-term benefits   $ 1,584,724     $ 1,194,861     $ 1,141,944  
      Share-based payments     -       102,993       224,445  
 
Salaries, fees and short‑term benefits
    1,584,724       1,297,854       1,366,389  
 
Amortization and derecognition
    561,269       599,115       1,093,560  
 
Research and development
    401,311       1,374,391       538,076  
 
Manufacturing
    127,953       117,071       130,957  
 
Inventory material costs
    300,378       131,355       227,515  
 
Write‑off of inventory
    22,209       19,639       109,194  
 
Medical affairs
    136,996       60,831       38,971  
 
Administration
    618,022       302,723       291,175  
 
Selling and logistics
    780,748       619,211       516,872  
 
Professional fees
    352,734       167,025       474,786  
      $ 4,886,344     $ 4,689,215     $ 4,787,495  
 
135

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012


 
18.     Financial instruments:
 
(a) Financial assets and liabilities:
 
Set out below is a comparison by class of the carrying amounts and fair value of the Company's financial instruments that are carried in the consolidated financial statements:

 
     
Carrying
Amount
 May 31, 2014
   
Fair Value
May 31, 2014
   
Carrying
Amount
May 31, 2013
   
Fair Value
May 31, 2013
 
                           
    Financial Liabilities                        
                           
   Other financial liabilities                        
 
     Accounts payable and accrued liabilities
  $ 371,350     $ 371,350     $ 144,417     $ 144,417  
 
     Current portion of long‑term debt
    -       -       1,271,775       1,271,775  
 
     Long‑term debt
    4,847,279       4,847,279       3,510,119       3,510,119  
 
Royalty obligation
    1,461,572       1,461,572       516,066       516,066  
 
Other long‑term liability
    152,778       152,778       167,261       167,261  
 
Included in accounts payable and accrued liabilities at May 31, 2014 is the fair value of warrants denominated in a foreign currency (Level 2) of $54,344 (May 31, 2013 - $10,524) and the current portion of the royalty obligation (Level 3) of $317,006 (May 31, 2013 - $133,893).
 
The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies.  The carrying values of current monetary assets and liabilities approximate their fair values due to their relatively short periods to maturity.  The fair value of the Company's long-term debt is estimated to approximate its carrying value based on the terms of the long-term debt.  The royalty obligation and other long-term liability are carried at fair value (level 3).
 
IFRS 13 Fair Value Measurement , establishes a fair value hierarchy that reflects the significance of the inputs used in measuring fair value.  The fair value hierarchy has the following levels:
 
 
·
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 
·
Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
 
 
·
Level 3 - Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
 
 
136

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
 
18.    Financial instruments (continued):
 
(a) Financial assets and liabilities (continued):
 
The fair value hierarchy of financial instruments measured at fair value on the consolidated statements of financial position as at May 31, 2014 is as follows:

 
        Level 1        Level 2       Level 3  
    Financial Liabilities                        
 
     Accounts payable and accrued liabilities
   $ -      $ 54,344      $ 317,006  
 
     Long‑term debt
    -       4,847,279       -  
 
     Royalty obligation
    -       -       1,461,572  
 
     Other long‑term liability
    -       -       152,778  
 
Included in accounts payable and accrued liabilities at May 31, 2014 is the fair value of warrants denominated in a foreign currency (Level 2) of $54,344 and the current portion of the royalty obligation (Level 3) of $317,006.
 
The fair value hierarchy of financial instruments measured at fair value on the consolidated statements of financial position as at May 31, 2013 is as follows:
 
        Level 1       Level 2       Level 3  
    Financial Liabilities                        
 
     Accounts payable and accrued liabilities
   $ -     $ 10,524     $ 133,893  
 
     Current portion of long‑term debt
    -       1,271,775       -  
 
     Long‑term debt
    -       3,510,119       -  
 
     Royalty obligation
    -       -       516,066  
 
     Other long‑term liability
    -       -       167,261  
 
Included in accounts payable and accrued liabilities at May 31, 2013 is the fair value of warrants denominated in a foreign currency (Level 2) of $10,524 and the current portion of the royalty obligation (Level 3) of $133,893.
 
Royalty obligation: Estimating fair value requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining expected revenue from AGGRASTAT ® sales and an appropriate discount rate and making assumptions about them.  If the expected revenue from AGGRASTAT ® sales were to change by 10%, then the royalty obligation liability recorded at May 31, 2014 would change by approximately $236,000.  If the discount rate used in calculating the fair value of the royalty obligation of 20% were to change by one percent, the royalty obligation liability recorded at May 31, 2014 would change by approximately $50,000.
 
Other long-term liability: Estimating fair value requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining the time frame when certain AGGRASTAT ® sales targets are expected to be met and an appropriate discount rate and making assumptions about them.  If the time frame when certain AGGRASTAT ® sales targets are expected to be met were to change by one year, the other long-term liability recorded at May 31, 2014 would change by approximately $31,000.  If the discount rate used in calculating the fair value of the other long-term liability of 20% were to change by one percent, the other long-term liability recorded at May 31, 2014 would change by approximately $2,000.

 
137

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
18.    Financial instruments (continued):
 
(a) Financial assets and liabilities (continued):
 
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.  During the years ended May 31, 2014 and 2013, there were no transfers between Level 1 and Level 2 fair value measurements.
 
(b) Risks arising from financial instruments and risk management:
 
The Company's activities expose it to a variety of financial risks; market risk (including foreign exchange and interest rate risks), credit risk and liquidity risk.  Risk management is the responsibility of the Company, which identifies, evaluates and, where appropriate, mitigates financial risks.
 
(i)      Market risk:
 
(a) Foreign exchange risk is the risk that the fair value of future cash flows for financial instruments will fluctuate because of changes in foreign exchange rates.  The Company is exposed to currency risks primarily due to its U.S dollar denominated cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and royalty obligation.  The Company has not entered into any foreign exchange hedging contracts.
 
The Company is exposed to U.S. dollar currency risk through the following U.S. denominated financial assets and liabilities:

 
 
    (Expressed in USD)     May 31, 2014        May 31, 2013  
 
Cash and cash equivalents
  $ 177,548      $ 115,830  
 
Accounts receivable
    856,716       407,589  
 
Accounts payable and accrued liabilities
    (1,357,685 )     (1,189,421 )
 
Royalty obligation
    (1,348,065 )     (497,749 )
      $
(1,671,486
   $
(1,163,751
 
Based on the above net exposures as at May 31, 2014, assuming that all other variables remain constant, a five percent appreciation or deterioration of the Canadian dollar against the U.S. dollar would result in a corresponding  increase or decrease on the Company's net (loss) income of approximately $84,000 (2013 - $58,000).
 
(b) Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates.  The Company is exposed to interest rate risk arising primarily from fluctuations in interest rates on its cash and cash equivalents, long-term debt and other long-term liability.
 
An increase or decrease in interest rates of one percent during the year ended May 31, 2014, with all other variables held constant, would result in a corresponding increase or decrease on the Company's net (loss) income of approximately $2,000 (2013 - $6,000).  An increase in the crown company borrowing rate of one percent during the year ended May 31, 2014, with all other variables held constant, would result in a corresponding increase or decrease on the Company's net (loss) income of approximately $52,000 (2013 - $51,000).

 
138

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
18.     Financial instruments (continued):
 
(b) Risks arising from financial instruments and risk management:
 
(ii)    Credit risk:
 
Credit risk is the risk of financial loss to the Company if a partner or counterparty to a financial instrument fails to meet its contractual obligation and arises principally from the Company’s cash and cash equivalents, and accounts receivable. The carrying amounts of the financial assets represents the maximum credit exposure.
 
The Company limits its exposure to credit risk on cash and cash equivalents by placing these financial instruments with high-credit quality financial institutions.
 
The Company is subject to a concentration of credit risk related to its accounts receivable as amounts are owing primarily from four customers. The Company has historically had no impaired accounts receivable.  At May 31, 2014, approximately 10% of the outstanding accounts receivable were outside of the normal payment terms.  The Company has recorded no allowance for doubtful accounts as the Company believes these receivables are not impaired.
 
(iii)      Liquidity risk:
 
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by continuously monitoring forecasted and actual cash flows, as well as anticipated investing and financing activities and to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due and to fund future operations.
 
The majority of the Company’s accounts payable and accrued liabilities are due within the current operating period.  For long-term debt repayments see note 8.
 
(c) Capital management:
 
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to continue the business of the Company. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share and warrant issuances, granting of stock options, the issuance of debt or by undertaking other activities as deemed appropriate under the specific circumstance.  The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
 
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern (note 2(c)) and to provide capital to pursue the development and commercialization of its products.  In the management of capital, the Company includes cash and cash equivalents, long-term debt, capital stock, stock options, warrants and contributed surplus.  The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  To maintain or adjust the capital structure, the Company may attempt to issue new shares or new debt.
 
At this stage of the Company's development, in order to maximize its current business activities, the Company does not pay out dividends.  Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable.
 
The Company’s overall strategy with respect to capital risk management remains unchanged for the year ended May 31, 2014.

 
139

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
19. Determination of fair values:
 
A number of the Company's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities.  Fair values have been determined for measurement and/or disclosure purposes based on the following models.  When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
 
(a) Intangible assets
 
The fair value of intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.
 
(b) Share-based payment transactions
 
The fair value of the employee share options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.
 
(c) Warrant liability
 
The warrant liability is recorded at the fair value of the warrants at the date at which they were granted and is subsequently revalued at each reporting date.  Estimating fair value for these warrants required determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the warrants, volatility and dividend yield and making assumptions about them.
 
(d) Royalty obligation
 
The royalty obligation is recorded at its fair value at the date at which the liability was incurred and subsequently revalued at each reporting date.  Estimating fair value for this liability requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining expected revenue from AGGRASTAT ® sales and an appropriate discount rate and making assumptions about them.
 
(e) Other long-term liability
 
The other long-term liability is recorded at its fair value at the date at which the liability was incurred and subsequently revalued at each reporting date.  Estimating fair value for this liability requires determining the most appropriate valuation model which is dependent on its underlying terms and conditions. This estimate also requires determining the time frame when certain AGGRASTAT ® sales targets are expected to be met and an appropriate discount rate and making assumptions about them.

 
140

 
MEDICURE INC.
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
Years ended May 31, 2014, 2013 and 2012

 
20. Segmented information:
 
The Company operates in one business segment, the biopharmaceutical industry. Substantially all of the Company’s assets and operations are located in Canada, the United States and Barbados. During the year ended May 31, 2014, 100 percent of revenue from the sale of finished product was generated from sales of AGGRASTAT ® in the United States, which was to six customers. Customer A accounted for 40 percent, Customer B accounted for 26 percent, Customer C accounted for 25 percent, Customer D accounted for eight percent and the remaining two customers accounted for one percent of revenue.  Additionally during fiscal 2012, the Company recorded a sale of unfinished product to a European pharmaceutical company as described in note 13.
 
 Property and equipment and intangible assets are located in the following countries:
 
 
 
        May 31, 2014       May 31, 2013  
 
Canada
  $ 7,993     $ 6,057  
 
Barbados
    1,433,158       1,910,069  
 
United States
    12,688       16,178  
      $ 1,453,839     $ 1,932,304  

 
21. Subsequent event
 
Subsequent to May 31, 2014, on July 3, 2014, the Company and its newly formed and wholly owned subsidiary, Medicure U.S.A. Inc. ("Medicure USA"), entered into an arrangement whereby they have acquired a minority interest in a pharmaceutical manufacturing business known as Apicore, along with an option to acquire all of the remaining issued shares within the next three years.  Specifically, Medicure and Medicure USA have acquired a 6.09% equity interest (5.33% on a fully-diluted basis) in two newly formed holding companies of which Apicore LLC and Apicore US LLC will be wholly owned operating subsidiaries.  The Company's equity interest and certain other rights, including the option rights, were obtained by the Company for services provided in its lead role in structuring a US$22.5 million majority interest purchase and financing of Apicore.  There was no cash outflow in connection with the acquisition of the minority interest in Apicore.
 
 
141

 
 
ITEM 19. EXHIBITS
 
   
         Number
Exhibit
   
1
Articles of Incorporation and Bylaws:
   
1.1
Medicure’s Articles of Incorporation dated September 15, 1997 [1];
1.2
Lariat’s Articles of Incorporation dated June 3, 1997 [1];
1.3
Medicure’s Certificate of Continuance from Manitoba to Alberta dated December 3, 1999 [1];
1.4
Certificate of Amalgamation for Medicure and Lariat dated December 22, 1999 [1];
1.5
Medicure’s Certificate of Continuance from Alberta to Canada dated February 23, 2000 [1];
1.6
Amended Certificate of Continuance and Articles of Continuance dated February 20, 2003 [3];
Certificate of Amendment dated November 1, 2012 **
Bylaw No. 1A **
   
4
Material Contracts and Agreements :
   
4.1
Transfer Agency Agreement between Montreal Trust Company of Canada and the Company dated as of January 26, 2000, whereby Montreal Trust Company of Canada agreed to act as transfer agent and registrar with respect to the Shares [1];
   
4.2
Medicure International Licensing Agreement between the Company and Medicure International Inc. dated June 1, 2000, wherein the Company granted Medicure International, Inc. a license with regard to certain intellectual property [1];
   
4.3
Development Agreement between Medicure International, Inc. and CanAm Bioresearch Inc. dated June 1, 2000, wherein CanAm Bioresearch Inc. agreed to conduct research and development activities for Medicure International, Inc. [1];
   
4.4
Amendment to the Consulting Services Agreement dated February 1, 2002 between A.D. Friesen Enterprises Ltd. and the Company whereby consulting services will be provided to the Company by Dr. Albert D. Friesen [2];
   
4.5
Stock Option Plan approved February 4, 2002 [3];
   
4.5
Amendment dated March 1, 2002 to the Development Agreement between Medicure International, Inc. and CanAm Bioresearch Inc. [5];
   
4.7
Amendment dated August 7, 2003 to the Development Agreement between Medicure International, Inc. and CanAm Bioresearch Inc. [3];
   
4.8
Amendment to the Consulting Services Agreement dated October 1, 2003 between A.D. Friesen Enterprises Ltd. and the Company whereby consulting services will be provided to the Company by Dr. Albert D. Friesen [4];
   
4.9
Employment Agreement with Dawson Reimer dated October 1, 2001 [4];
 
 
 
142

 
 
 
4.10
Amendment to Employment Agreement dated April 5, 2005 between A.D. Friesen Enterprises Ltd. and the Company [5];
   
4.11
Amendment to Employment Agreement dated April 5, 2005 between Dawson Reimer and the Company [5];
   
4.12
Amendment to Employment Agreement dated April 5, 2005 between Derek Reimer and the Company [5];
   
4.13
Amendment dated July 8, 2005 to the Development Agreement between Medicure International, Inc. and CanAm Bioresearch Inc. [5];
   
4.14
Amendment to Employment Agreement dated October 1, 2005 between A.D. Friesen Enterprises Ltd. and the Company [6];
   
4.15
Amendment to Development Agreement dated June 1, 2000 between CanAm Bioresearch Inc. and Medicure International, Inc. dated July 4, 2006 [6];
   
4.16
Amended Stock Option Plan approved October 25, 2005 [6];
   
4.17
Amendment to Employment Agreement dated October 1, 2006 between A.D. Friesen Enterprises Ltd. and the Company [7];
   
4.18
Amended License Agreement between Medicure and the University of Manitoba dated November 24, 2006, originally dated August 30, 1999, wherein the University of Manitoba granted to Medicure an exclusive license with regard to certain intellectual property (the “U of M Licensing Agreement”) [7];
   
4.19
Amendment to Employment Agreement dated October 1, 2007 between A.D. Friesen Enterprises Ltd. and the Company [8];
   
4.20
Amended Stock Option Plan approved October 2, 2007 as filed on October 9, 2007 Form S-8 #333-146574
   
4.21
Employment Agreement with Dwayne Henley June 10, 2008 [8]
   
4.22
Debt financing agreement between Birmingham Associates Ltd. and the Company dated September 17, 2007 [8].
   
4.23
Business and administration services agreement between Genesys Venture Inc. and the Company dated October 1, 2010.
   
4.24
Master services agreement between GVI Clinical Development Solutions Inc. and the Company dated June 9, 2009.
   
4.25
Debt settlement agreement between Birmingham Associates Ltd. And the Company dated July 18, 2011.
   
4.26
Royalty and guarantee agreement between Birmingham Associates Ltd. And the Company dated July 18, 2011.
 
 
 
143

 
 
 
4.27
Business and administration services agreement between Genesys Venture Inc. and the Company dated January 1, 2012.
   
Stock Option Plan approved November 30, 2012 **
   
   
11.
Code of Ethics [4].
   
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **.
   
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **.
   
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **.
   
 
[1] Herein incorporated by reference as previously included in the Company’s Form 20-F registration statement filed on January 30, 2001.
   
 
[2] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on December 31, 2002.
   
 
[3] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on October 20, 2003.
   
 
[4] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on September 15, 2004.
   
 
[5] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on August 19, 2005.
   
 
[6] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on August 10, 2006.
   
 
[7] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on August 22, 2007.
   
 
[8] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on August 27, 2008.
   
 
[9] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on September 2, 2009.
   
 
[10] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on September 28, 2010.
   
 
[11] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on September 28, 2011.
   
 
[12] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on September 19, 2012.
 
 
 
144

 
 

 
[12] Herein incorporated by reference as previously included in the Company’s Form 20-F annual report filed on September 27, 2013.
   
Consent of Independent Registered Pubic Accounting Firm **

** Filed Herewith
 
 
 
145

 
 
 
SIGNATURE PAGE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: September 10, 2014


ON BEHALF OF THE CORPORATION,
MEDICURE INC.

per:

/s/ Albert Friesen
_____________________________________________
Albert D. Friesen, Ph.D.
Chairman, & CEO

 
 
146


 
 


 
EXHIBIT 1.7 – CERTIFICATE OF AMENDMENT DATED NOVEMBER 1, 2012
 
 
 
 

 
 
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EXHIBIT 1.8 – BYLAW NO. 1A
 

 
 

 
 
 
BY-LAW NUMBER 1A
 
A by-law relating generally to the transaction of the business and affairs of
 
MEDICURE INC.
 
 
BE IT ENACTED as a by-law of the Corporation as follows:
 
SECTION 1
INTERPRETATION
 
1.01
Definitions
 
In the by-laws of the Corporation, unless the context otherwise requires:
 
Act ” means the Canada Business Corporations Act and the regulations thereto, and any statute that may be substituted therefor, as from time to time amended;
 
Applicable Securities Laws ” means the Securities Act (Ontario) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the provinces and territories of Canada and the published rules and policies of any stock exchange on which securities of the Corporation are listed;
 
articles ” means the articles of the Corporation as from time to time amended or restated;
 
board ” means the board of directors of the Corporation;
 
by-laws ” means this by-law and all other by-laws of the Corporation from time to time in force and effect;
 
Corporation ” means the corporation continued under the Act on February 23, 2000 and named Medicure Inc.;
 
meeting of shareholders ” includes an annual meeting of shareholders and a special meeting of shareholders;
 
Nominating Shareholder ” has the meaning ascribed thereto in section 10.25;
 
non-business day ” means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada) as from time to time amended;
 
 
 
 

 
 
 
Notice Date ” has the meaning ascribed thereto in section 10.25;
 
public announcement ” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com;
 
recorded address ” means in the case of a shareholder, the shareholder’s address as recorded in the securities register; and in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, the latest address of such person as recorded in the records of the Corporation;
 
resident Canadian ” has the meaning ascribed thereto in the Act;
 
signing officer ” means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.04 or by a resolution passed pursuant thereto; and
 
special meeting of shareholders ” includes a special meeting of all shareholders entitled to vote at an annual meeting of shareholders and a meeting of any class or classes of shareholders entitled to vote on the question at issue.
 
1.02
Additional Definitions
 
Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein.
 
1.03
Interpretations
 
Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.
 
SECTION 2
BUSINESS OF THE CORPORATION
 
2.01
Registered Office
 
Until changed in accordance with the Act, the registered office of the Corporation shall be in the place in Canada from time to time specified in the articles and at such location therein as the board may from time to time determine.
 
2.02
Corporate Seal
 
The corporate seal of the Corporation shall be in such form as the directors may by resolution from time to time adopt. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if adopted, is not affixed to it.
 
 
 
 

 
 
 
2.03
Financial Year
 
Until changed by the board, the financial year of the Corporation shall end on the 31st day of May in each year.
 
2.04
Execution of Instruments
 
Deeds, transfers, assignments, bills of sale, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two directors or officers or any director together with any officer. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Routine administrative forms, documents, filings or other like instruments may be signed by any officer or director. Any signing officer may affix the corporate seal, if any, to any instrument requiring the same.
 
2.05
Banking Arrangements
 
The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.
 
2.06
Voting Rights in Other Bodies Corporate
 
The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officers executing such proxies or arranging for the issuance of voting certificates or such other evidence of the right to exercise such voting rights. In addition, the board may, from time to time, direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.
 
2.07
Withholding Information from Shareholders
 
Subject to the provisions of the Act, no shareholder shall be entitled to discovery of any information respecting any details or conduct of the Corporation’s business which, in the opinion of the board, could be inexpedient in the interests of the shareholders or the Corporation to communicate to the public. The board may from time to time determine whether and to what extent and at what time and place and under what conditions or regulations the accounts, records and documents of the Corporation or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any account, record or document of the Corporation except as conferred by the Act or authorized by the board.
 
 
 
 

 
 
 
SECTION 3
BORROWING AND SECURITY
 
3.01
Borrowing Power
 
Without limiting the borrowing powers of the Corporation as set forth in the Act, the board may from time to time:
 
 
(a)
borrow money upon the credit of the Corporation;
 
 
(b)
issue, reissue, sell, pledge or hypothecate bonds, debentures, notes or other evidences of indebtedness or guarantees of the Corporation, whether secured or unsecured;
 
 
(c)
to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and
 
 
(d)
mortgage, hypothecate, pledge or otherwise create a security interest in or charge upon all or any real or personal, movable or immovable property of the Corporation, owned or subsequently acquired, including book debts, rights, powers, franchises and undertakings by way of mortgage, hypothec, pledge or otherwise, to secure payment of any such evidence of indebtedness or guarantee whether present or future of the Corporation.
 
Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
 
3.02
Delegation
 
The board may from time to time by resolution delegate to one or more directors, a committee of directors or one or more officers of the Corporation as may be designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.
 
 
SECTION 4
DIRECTORS
 
4.01
Number of Directors and Quorum
 
Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles. Subject to the Act and to section 4.08 hereof, the quorum for the transaction of business at any meeting of the board shall consist of a majority of directors, or such other number of directors as the board may from time to time determine.
 
 
 
 

 
 
 
4.02
Qualification
 
A person shall not be qualified for election as a director if such person is less than 18 years of age; if such person is of unsound mind and has been so found by a court in Canada or elsewhere; if such person is not an individual; or if such person has the status of a bankrupt. A director need not be a shareholder. Any person who is elected or appointed to hold office as a director, even where otherwise qualified to be a director, shall be deemed not to be elected or appointed to hold office as a director unless:
 
 
(a)
such person was present at the meeting when the election or appointment took place and such individual did not refuse to hold office as a director; or
 
 
(b)
such person was not present at the meeting when the election or appointment took place and
 
 
(i)
such person consented to hold office as a director in writing before the election or appointment or within ten days after it; or
 
 
(ii)
such person has acted as a director pursuant to the election or appointment.
 
At least twenty-five percent (25%) of the directors shall be resident Canadians unless the Corporation has less than four directors in which case, at least one of the directors shall be a resident Canadian.
 
4.03
Election and Term
 
Directors shall be elected yearly to hold office until the close of the next annual meeting of shareholders or, in the case of directors named in the notice accompanying the articles of incorporation, until the first meeting of shareholders. Where directors fail to be elected at any such meeting of shareholders, then notwithstanding the preceding sentence, the incumbent directors shall continue in office until their successors are elected. The number of directors to be elected at any such meeting shall be the greater of the number (or the minimum number, as the case may be) of directors provided for in the articles and the number of directors then in office unless the directors or the shareholders otherwise determine. The election shall be by ordinary resolution.
 
4.04
Removal of Directors
 
Subject to the provisions of the Act, the shareholders may by ordinary resolution passed at a special meeting remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the board.
 
4.05
Vacation of Office
 
A person ceases to hold the office of director of the Corporation when such person dies; such person is removed from office by the shareholders; such person ceases to be qualified for election as a director; or such person’s written resignation is sent or delivered to the Corporation, or if a time is specified in such resignation, at the time so specified, whichever is later.
 
 
 
 

 
 
 
4.06
Vacancies; Appointment of Additional Directors
 
Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number or minimum number of directors specified in the articles or from a failure of the shareholders to elect the number or minimum number of directors specified in the articles. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the number or minimum number of directors specified in the articles, the board shall without delay call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no such directors then in office, any shareholder may call the meeting. Any director appointed or elected to fill such vacancy holds office for the unexpired term of such director’s predecessor. If the articles so provide, the directors may appoint one or more additional directors, who shall hold office until the close of the next annual meeting, but the total number of additional directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the Corporation.
 
4.07
Action by the Board
 
The board shall manage, or supervise the management of, the business and affairs of the Corporation. Subject to sections 4.08 and 4.09, the powers of the board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the directors who would have been entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. Where the Corporation has only one director, that director may constitute the meeting.
 
4.08
Canadian Residency
 
The board shall not transact business at a meeting, other than filling a vacancy in the board, unless twenty-five percent (25%) of the directors present are resident Canadians (or, if the Corporation has fewer than four directors, at least one of the directors present is a resident Canadian), except where:
 
 
(a)
a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and
 
 
(b)
the required number of resident Canadian directors would have been present had that director been present at the meeting.
 
4.09
Meetings by Telephonic, Electronic or Other Communication Facility
 
Subject to the Act, if all the directors consent, a director may participate in a meeting of the board or of a committee of the board by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting, and a director participating in such a meeting by such means is deemed to be present at that meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.
 
 
 
 

 
 
 
4.10
Place of Meetings
 
Meetings of the board may be held at any place in or outside Canada.
 
4.11
Calling of Meetings
 
Meetings of the board shall be held from time to time and at such time at such place as the board, the chairman of the board, the vice-chairman of the board, the president or any two directors may determine.
 
4.12
Notice of Meeting
 
Notice of the time and place of each meeting of the board shall be given in the manner provided in section 12.01 to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including, if required by the Act, any proposal to:
 
 
(a)
submit to the shareholders any question or matter requiring approval of the shareholders;
 
 
(b)
fill a vacancy among the directors or in the office of auditor or appoint additional directors;
 
 
(c)
issue securities except as authorized by the directors;
 
 
(d)
declare dividends;
 
 
(e)
purchase, redeem or otherwise acquire shares of the Corporation;
 
 
(f)
pay a commission for or in connection with the purchase from the Corporation of the Corporation’s shares except as authorized by the directors;
 
 
(g)
approve a management proxy circular referred to in the Act;
 
 
(h)
approve a take-over bid circular or directors’ circular referred to in the Act;
 
 
(i)
approve any annual financial statements referred to in the Act; or
 
 
(j)
adopt, amend or repeal by-laws.
 
A director may in any manner waive notice of or otherwise consent to a meeting of the board. Attendance of a director at a meeting of directors is a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
 
 
 
 

 
 
 
4.13
First Meeting of New Board
 
Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.
 
4.14
Adjourned Meeting
 
Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.
 
4.15
Regular Meetings
 
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.
 
4.16
Chairman
 
The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, vice-chairman of the board, president, a vice-president or the secretary. If no such officer is present, the directors present shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a director, to act as secretary of the meeting.
 
4.17
Votes to Govern
 
At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.
 
4.18
Conflict of Interest
 
A director or officer who is a party to, or who is a director or officer or an individual acting in a similar capacity of or has a material interest in any person who is a party to, a material contract or material transaction or proposed material contract or material transaction with the Corporation shall disclose the nature and extent of the individual’s interest at the time and in the manner provided by the Act. Any contract or transaction or proposed contract or transaction in which a director or officer is interested shall be referred to the board for approval (unless the same is referred to the shareholders for approval) even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the board or the shareholders, and a director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act.
 
 
 
 

 
 
 
4.19
Remuneration and Expenses
 
The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.
 
 
SECTION 5
COMMITTEES
 
5.01
Committee of Directors
 
The board may appoint from its members a committee of directors, however designated, and delegate to such committee any of the powers of the board except those which, under the Act, a committee of directors has no authority to exercise. Unless otherwise determined by the board, each committee of directors shall have the power to fix its quorum, to elect its chairman and to regulate its procedure.
 
5.02
Transaction of Business
 
Subject to the provisions of section 4.09, the powers of a committee of directors may be exercised by a meeting at which a quorum of the committee is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.
 
5.03
Audit Committee
 
For so long as the Corporation is a distributing corporation, the board shall elect annually from among its number an audit committee to be composed of not fewer than 3 directors of whom a majority shall not be officers or employees of the Corporation or its affiliates. The audit committee shall have the powers and duties provided in the Act.
 
5.04
Advisory Bodies
 
The board may from time to time appoint such advisory bodies at it may deem advisable.
 
 
SECTION 6
OFFICERS
 
6.01
Appointment
 
The board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director and one person may hold more than one office.
 
 
 
 

 
 
 
6.02
Chairman of the Board
 
The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to the individual any of the powers and duties that are by any provisions of this by-law capable of being assigned to the president; and the individual shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the chairman of the board, the individual’s duties shall be performed and the individual’s powers exercised by the vice-chairman of the board, if any, or by the president.
 
6.03
Vice-Chairman of the Board
 
The board may from time to time appoint a vice-chairman of the board who shall be a director. During the absence or disability of the chairman of the board, the chairman’s duties shall be performed and his powers exercised by the vice-chairman of the board. The vice-chairman of the board shall, subject to the provisions of the Act, have such other powers and duties as the board may specify.
 
6.04
President
 
If appointed, the president shall be the chief operating officer, if a chief executive officer, has been or is to be otherwise appointed, and if not, the president shall be the chief executive officer, unless the board otherwise determines. Subject to the authority of the board and any limitations the board may prescribe, if the president is the chief executive officer, the president shall have general supervision of the business of the Corporation; and the president shall have such other powers and duties as the board may specify.
 
6.05
Vice-President
 
A vice-president shall have such powers and duties as the board or the chief executive officer may specify.
 
6.06
Secretary
 
The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; the secretary shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; the secretary shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and the secretary shall have such other powers and duties as the board or the chief executive officer may specify.
 
 
 
 

 
 
 
6.07
Treasurer
 
In the absence of a chief financial officer, the treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; the treasurer shall render to the board whenever required an account of all of the treasurer’s transactions as treasurer and of the financial position of the Corporation and the treasurer shall have such other powers and duties as the board or the chief executive officer may specify.
 
6.08
Powers and Duties of Other Officers
 
The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.
 
6.09
Variation of Powers and Duties
 
The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.
 
6.10
Term of Office
 
The board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer’s rights under any employment contract. Otherwise, each officer appointed by the board shall hold office until the officer’s successor is appointed.
 
6.11
Terms of Employment and Remuneration
 
The terms of employment and the remuneration of officers appointed by the board shall be settled by it from time to time.
 
6.12
Conflict of Interest
 
An officer shall disclose the officer’s interest in any material contract or material transaction or any proposed material contract or proposed material transaction with the Corporation in accordance with section 4.18.
 
6.13
Agents and Attorneys
 
The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.
 
 
 
 

 
 
 
6.14
Fidelity Bonds
 
The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine.
 
 
SECTION 7
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
 
7.01
Limitation of Liability
 
Every director and officer of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto, unless the same are occasioned by their own willful neglect or default; provided that, except as otherwise provided in the Act, nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.
 
7.02
Indemnity
 
Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if:
 
 
(a)
the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, with a view to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and
 
 
(b)
in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.
 
 
 
 

 
 
 
The Corporation shall also indemnify such person in such other circumstances as the Act permits or requires. Nothing in this bylaw shall limit the right of any individual entitled to indemnity to claim indemnity apart from the provisions of this by-law.
 
7.03
Advance of Costs
 
The Corporation, if authorized by the board, may advance monies to a director, officer or other individual referred to in section 7.02 for the costs, charges and expenses of a proceeding referred to in section 7.02. The individual shall repay the moneys if the individual does not fulfil the conditions set out in paragraphs 7.02(a) and 7.02(b).
 
7.04
Derivative Actions
 
The Corporation may with the approval of a court authorized to give such approval by the Act, indemnify an individual referred to in section 7.02, or advance monies under section 7.03, in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the Corporation or other entity as described in section 7.02, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in paragraphs 7.02(a) and 7.02(b).
 
7.05
Insurance
 
Subject to the limitations contained in the Act, the Corporation may purchase and maintain insurance for the benefit of any person referred to in section 7.02 hereof.
 
7.06
Legal Proceedings
 
The board is authorized from time to time to:
 
 
(a)
retain and instruct legal counsel to commence or defend legal proceedings on behalf of the Corporation and to authorize any settlement, compromise, waiver of privilege, plea in criminal or quasi-criminal matters, proceedings or other steps whatsoever on behalf of the Corporation as the board considers expedient; and
 
 
(b)
to delegate to such directors, officers or employees of the Corporation as the board may designate, all or any of the foregoing powers to such extent and in such manner as the board may determine.
 
 
SECTION 8
SHARES
 
8.01
Allotment
 
Subject to the provisions of the Act, the board may from time to time grant options to purchase or allot the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as prescribed by the Act.
 
 
 
 

 
 
 
8.02
Commissions
 
The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of the person’s purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.
 
8.03
Registration of Transfer
 
Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and a reasonable fee (not to exceed the amount permitted by the Act) prescribed by the board, and upon compliance with such restrictions on transfer (if any) as are authorized by the articles.
 
8.04
Transfer Agents and Registrars
 
The board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers of transfers, but one person may be appointed both registrar and transfer agent. The board may at any time terminate any such appointment.
 
8.05
Lien for Indebtedness
 
If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to any other provision of the articles, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.
 
8.06
Non-Recognition of Trusts
 
Subject to the provisions of the Act, the Corporation shall treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.
 
8.07
Share Certificates
 
Every holder of one or more shares of the Corporation shall be entitled, at the holder’s option, to a share certificate, or to a non-transferable written acknowledgment of the holder’s right to obtain a share certificate, stating the number and class or series of shares held by the holder as shown on the securities register. Share certificates and acknowledgments of a shareholder’s right to a share certificate, respectively, shall be in such form as the board shall from time to time approve. Any share certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal; provided that, unless the board otherwise determines, certificates representing shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of one of the signing officers or, in the case of share certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be printed or mechanically reproduced in facsimile upon share certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A share certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.
 
 
 
 

 
 
 
8.08
Replacement of Share Certificates
 
The board or any officer or agent designated by the board may in its or such person’s discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken if the owner:
 
 
(a)
so requests before the Corporation has notice that the security has been acquired by a bona fide purchaser;
 
 
(b)
unless the board otherwise determines in a particular case, furnishes the Corporation with an indemnity bond sufficient, in the discretion of the board, to protect the Corporation; and
 
 
(c)
satisfies any other reasonable requisites imposed by the Corporation from time to time, whether generally or in any particular case.
 
8.09
Joint Shareholders
 
If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate or written acknowledgment referred to in section 8.07 in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.
 
8.10
Deceased Shareholders
 
In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.
 
 
 
 

 
 
 
SECTION 9
DIVIDENDS AND RIGHTS
 
9.01
Dividends
 
Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid by issuing fully paid shares of the Corporation and, subject to the provisions of the Act, in money or property.
 
9.02
Dividend Cheques
 
A dividend payable in cash shall be paid by cheque of the Corporation, drawn on the Corporation’s bankers or one of them or if the Corporation has appointed a disbursement agent, by cheque of the disbursement agent drawn on the disbursement agent’s bankers or one of them (or by other means by which such agent effects such payments in the normal course of its business as a disbursement agent) to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the registered holder’s recorded address, unless such holder otherwise directs. In the case of joint holders, the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.
 
9.03
Non-Receipt of Cheques
 
In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.
 
9.04
Record Date for Dividends and Rights
 
Subject to the Act and Applicable Securities Laws, the board may fix in advance within the period prescribed by the Act a date as a record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for any warrant or other evidence of right to subscribe for securities of the Corporation, provided that, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, the Corporation shall give notice of any such record date within the period prescribed by the Act, by newspaper advertisement in the manner provided in the Act and to each stock exchange on which the securities of the Corporation are listed. Where no record date is fixed in advance as aforesaid, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.
 
 
 
 

 
 
 
9.05
Unclaimed Dividends
 
 
Subject to the Act and other applicable laws, any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.
 
 
SECTION 10
MEETINGS OF SHAREHOLDERS
 
10.01
Annual Meetings
 
Subject to the Act and Applicable Securities Laws, the annual meeting of shareholders shall be held at such time in each year as the board or the chairman of the board may from time to time determine, for the purpose of receiving and considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.
 
10.02
Special Meetings
 
The board or the chairman of the board shall have power to call a special meeting of shareholders at any time.
 
10.03
Place of Meetings
 
Meetings of shareholders, both annual and special, shall be held at the registered office of the Corporation or elsewhere in Canada as the board, or any person to whom such decision is delegated by the board, may from time to time determine. Any meeting of shareholders, either annual or special, may also be held at some place outside Canada, if the place at which such meeting is to be held is specified in the articles or if all of the shareholders entitled to vote thereat agree that the meeting is to be held at that place.
 
10.04
Meeting Held by Electronic Means
 
The directors or shareholders who call a meeting of shareholders pursuant to the Act, the articles or the by-laws may determine that the meeting shall be held, in accordance with the Act and the regulations thereto, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, provided the Company makes provision for electronic voting at such meeting in accordance with the Act and section 10.19.
 
10.05
Notice of Meetings
 
For so long as the Corporation is a distributing corporation, notice of the time and place of each meeting of shareholders shall be given within the time period prescribed by the Act. If the Corporation is not a distributing corporation, notice of the time and place of each meeting of shareholders shall be given not less than 10 days before the date when the meeting is to be held. In either case, such notice shall be given, in the manner provided in section 12.01 , to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at or attend the meeting. Subject to the Act and any other applicable law, notice of a meeting of shareholders called for any purpose, other than receiving and considering the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders.
 
 
 
 

 
 
10.06
List of Shareholders Entitled to Notice
 
For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. If a record date for the determination of shareholders entitled to notice of the meeting is fixed pursuant to section 10.07, the shareholders listed shall be those registered at the close of business on such record date. If no such record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, on the day on which the meeting is held. Such list shall be prepared, if a record date for the determination of shareholders entitled to notice of the meeting is fixed pursuant to section 10.07, no later than the tenth day following such record date and, if no such record date is fixed, on the day on which notice of the meeting is given, or where no such notice is given, on the day on which the meeting is held. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.
 
10.07
Record Date for Notice
 
The board may fix in advance a date, within the period prescribed by Act, as a record date for the determination of the shareholders entitled to notice of the meeting. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be the close of business on the day immediately preceding the day on which the notice is given or if no notice is given, the day on which the meeting is held.
 
10.08
Meetings without Notice
 
A meeting of shareholders may be held without notice at any time and place permitted by the Act:
 
 
(a)
if all the shareholders entitled to vote or to attend thereat are present in person or represented by proxy except where they attend the meeting for the express purpose of objecting that the meeting is not duly called or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held; and
 
 
(b)
if the auditors and the directors are present except where they attend the meeting for the express purpose of objecting that the meeting is not duly called, or waive notice of or otherwise consent to such meeting being held.
 
At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Canada, and such place is not specified in the Corporation’s articles, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.
 
 
 
 

 
 
 
10.09
Chairman, Secretary and Scrutineers
 
The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting and prepared to act as chairman: chairman of the board, president, vice-chairman of the board or a vice-president who is a shareholder. If none of such officers is present within 15 minutes from the time fixed for holding the meeting or none of such officers that are present is prepared to act as chairman, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.
 
10.10
Persons Entitled to be Present
 
The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act, an order of a court, the articles or the by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.
 
10.11
Quorum
 
Subject to section 10.22, a quorum for the transaction of business at any meeting of shareholders shall be two (2) persons present in person, each being a shareholder or representative duly authorized in accordance with the Act entitled to vote thereat or a duly appointed proxy for a shareholder so entitled, together holding or representing by proxy not less than 10% of the outstanding shares entitled to vote at the meeting. If a quorum is present at the opening of the meeting, the shareholders present in person or by proxy may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
 
10.12
Right to Vote; Record Date for Voting
 
Subject to the Act, the board may establish a record date for the determination of those shareholders entitled to vote at a meeting of shareholders of the Corporation. If the board establishes such a record date, the Corporation shall not later than the tenth day thereafter prepare a list of shareholders of the Corporation holding shares entitled to be voted at such meeting arranged in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. Subject to the provisions of the Act as to authorized representatives of any other body corporate, at the meeting of shareholders in respect of which the Corporation has established a record date for the determination of those shareholders entitled to vote thereat, every person who is named in the list prepared as a consequence of the establishment of such record date shall be entitled to vote the shares shown thereon opposite such person’s name. If the Corporation has not established a record date for the determination of those shareholders entitled to vote thereat, every person who is named in the list prepared in accordance with Section 10.06 shall be entitled to vote the shares shown thereon opposite such person’s name.
 
 
 
 

 
 
 
In the absence of a list prepared as aforesaid in respect of the establishment of a record date for the determination of those shareholders entitled to vote at a meeting of shareholders, every person shall be entitled to vote at the meeting whose name appears in the securities register as the holder of one or more shares carrying the right to vote at such meeting.
 
10.13
Proxyholders and Representatives
 
Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act as that shareholder’s representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or the shareholder’s attorney and shall conform to the requirements of the Act.
Alternatively, every shareholder that is not an individual may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers the shareholder could exercise if the shareholder were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairman of the meeting. Any such representative need not be a shareholder of the Corporation.
 
10.14
Time for Deposit of Proxies
 
The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.
 
10.15
Joint Shareholders
 
If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one on the shares jointly held by them.
 
 
 
 

 
 
 
10.16
Votes to Govern
 
At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by the Act, be determined by the majority of the votes cast on the question. In case of an equality of votes either upon a show of hands, a poll, or by means of a telephonic, electronic or other communication facility, the chairman of the meeting shall not be entitled to a second or casting vote in addition to the vote or votes to which the chairman is entitled as a shareholder or proxy nominee.
 
10.17
Show of Hands
 
Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.
 
10.18
Ballots
 
On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting, or the chairman of the meeting, may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.
 
10.19
Electronic Voting
 
Notwithstanding sections 10.17 and 10.18, voting at a meeting of shareholders may be held, in accordance with and subject to the Act, entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility, provided the facility (a) enables the votes to be gathered in a manner that permits their subsequent verification; and (b) permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each person entitled to vote on the question voted.
 
10.20
Adjournment
 
If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.
 
 
 
 

 
 
 
10.21
Resolution in Writing
 
A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it has been passed at a meeting of the shareholders, unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act.
 
10.22
Only One Shareholder
 
Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.
 
10.23
Notice of Record Dates
 
Unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date for the purpose of determining the shareholders entitled to notice of any meeting of shareholders or to vote thereat, the Corporation shall give notice of any such record date within the period prescribed by the Act, by newspaper advertisement in the manner provided in the Act and to each stock exchange on which the securities of the Corporation are listed.
 
10.24
Availability of Shareholders Lists for Inspection
 
Any list of shareholders prepared pursuant to section 10.06 shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is maintained and at the meeting for which the list was prepared.
 
10.25
Nomination of Directors
 
Subject only to the Act, and for so long as the Corporation is a distributing corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (a) by or at the direction of the board or an authorized officer of the Corporation, including pursuant to a notice of meeting, (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act or (c) by any person (a “Nominating Shareholder”) (i) who, at the close of business on the date of the giving of the notice provided for below in this section 10.25 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set forth below in this section 10.25:
 
 
 
 

 
 
 
(A)
In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given timely notice thereof in proper written form to the secretary of the Corporation at the principal executive offices of the Corporation in accordance with section 12.01.
 
(B)
To be timely, a Nominating Shareholder’s notice to the secretary of the Corporation must be made (a) in the case of an annual meeting of shareholders, not less than 35 nor more than 60 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10 th ) day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10 th ) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this paragraph (B). In no event shall any adjournment or postponement of an annual meeting or a special meeting or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.
 
(C)
To be in proper written form, a Nominating Shareholder’s notice to the secretary of the Corporation must set forth (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice and (iv) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and (b) as to the Nominating Shareholder giving the notice, any information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.
 
(D)
No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this section 10.25; provided, however, that nothing in this section 10.25 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
 
 
 
 

 
 
 
SECTION 11
DIVISIONS AND DEPARTMENTS
 
11.01
Creation and Consolidation of Divisions
 
The board may cause the business and operations of the Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the board may consider appropriate in each case. The board may also cause the business and operations of any such division to be further divided into sub-units and the business and operations of any such divisions or sub-units to be consolidated upon such basis as the board may consider appropriate in each case.
 
11.02
Name of Division
 
Any division or its sub-units may be designated by such name as the board may from time to time determine and may transact business under such name, provided that the Corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the Corporation.
 
11.03
Officers of Divisions
 
From time to time the board or, if authorized by the board, the chief executive officer, may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration.
The board or, if authorized by the board, the chief executive officer, may remove at its or the chief executive officer’s pleasure any officer so appointed, without prejudice to such officer’s rights under any employment contract. Officers of divisions or their sub-units shall not, as such, be officers of the Corporation.
 
 
SECTION 12
NOTICES
 
12.01
Method of Giving Notice
 
Subject to the Act, any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to the person’s recorded address or if mailed to the person at their recorded address by prepaid ordinary or air mail or if sent to the person at their recorded address by any means of prepaid transmitted or recorded communication or if transmitted or accessed by the person in accordance with the provisions of the Act governing electronic documents. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch and a notice so given in accordance with the provisions of the Act governing electronic documents shall be deemed to have been given in accordance with the rules contained in such provisions The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by the person to be reliable. The foregoing shall not be construed so as to limit the manner or effect of giving notice by any other means of communication otherwise permitted by law.
 
 
 
 

 
 
 
Notwithstanding the foregoing provisions of this section 12.01, notice given to the secretary of the Corporation pursuant to section 10.25 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a non-business day or later than 5:00 p.m. (Winnipeg time) on a day which is not a non-business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is not a non-business day.
 
12.02
Notice to Joint Shareholders
 
If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.
 
12.03
Computation of Time
 
In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
 
12.04
Undelivered Notices
 
If any notice given to a shareholder pursuant to section 12.01 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until the shareholder informs the Corporation in writing of the shareholder’s new address.
 
12.05
Omissions and Errors
 
Other than in respect of a notice to the secretary of the Corporation pursuant to section 10.25, the accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
 
 
 
 

 
 
 
12.06
Persons Entitled by Death or Operation of Law
 
Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom such person derives such person’s title to such share prior to such person’s name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which the shareholder became so entitled) and prior to the individual furnishing to the Corporation the proof of authority or evidence of the individual’s entitlement prescribed by the Act.
 
12.07
Waiver of Notice
 
Any shareholder (or the shareholder’s duly appointed proxyholder), other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive the sending of any notice, or waive or abridge the time for any notice, required to be given to the individual under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgment shall be in writing except a waiver of notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.
 
 
SECTION 13
EFFECTIVE DATE
 
13.01
Effective Date
 
This by-law shall come into force when enacted by the directors, subject to the Act.
 
13.02
Repeal
 
General By-Law No. 1 and By-Law No. 2 of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law and until amended or repealed.
 
ENACTED by the Board of the Corporation the 12th day of October, 2011.
 
 
 
 

 

 
/s/ Dawson Reimer                     /s/ James Kinley                         
President Secretary
 
 
CONFIRMED by the shareholders of the Corporation the 22 nd day of November, 2011.
 
/s/ James Kinley                       
Secretary
 
 
 


 


 
EXHIBIT 4.28 – STOCK OPTION PLAN APPROVED NOVEMBER 30, 2012
 

 
 

 

 
 
MEDICURE INC.
STOCK OPTION PLAN
Amended and Restated as of November 30, 2012
 
1.
Purpose. The purpose of the Stock Option Plan (the “ Plan ”) of Medicure Inc. (the “ Corporation ”), a Corporation incorporated under the federal laws of Canada, is to advance the interests of the Corporation by encouraging its directors, management, consultants and employees to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

 
Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the policies of the TSX Venture Exchange (the “ Exchange ”).


2.
Administration. The Plan shall be administered by the board of directors of the Corporation (the “ Board ”).

 
Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all Option Agreements entered into thereunder, to define the terms used in the Plan and in all Option Agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan, subject to any necessary regulatory approvals of the relevant stock exchange, and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

 
Each option granted hereunder (an Option ”) shall be evidenced by an agreement (an “ Option Agreement ”), signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3.
Shares Subject to Plan. Subject to adjustment as provided in Section 14 hereof, the shares to be offered under the Plan shall consist of common shares of the Corporation (“ Shares ”) which shall be issued from treasury for purposes of the Plan. The aggregate number of Shares reserved for issuance pursuant to Options granted under this Plan is 27,442,139 (or 1,829,476 subsequent to the completion of the Corporation’s proposed 15 to 1 share consolidation). If any Option shall expire or terminate for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.
 
 
 
 

 
 
 
4.
Maintenance of Sufficient Capital. The Corporation shall at all times during the term of this Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

5.
Eligibility and Participation. Directors, officers, management, consultants, employees, consultants performing Investor Relations Activities and management company employees of the Corporation shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “ Participants ”). When such Participant is an Employee, Consultant or Management Company Employee, the Corporation represents that the Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be. The Board shall determine to whom Options shall be granted, the terms and provisions of the respective Option Agreements, the time or times at which such Options shall be granted, and the number of Shares to be subject to each Option. An individual who has been granted an Option may, if he is otherwise eligible, and if permitted under the policies of the stock exchange or stock exchanges on which the Shares are to be listed, be granted an additional Option or Options if the directors shall so determine.

6.
Exercise Price.

 
(a)
Subject to the provisions of Section 6(b), the Board shall, at the time an Option is granted under this Plan, fix the exercise price at which Shares may be acquired upon the exercise of such Option provided that the minimum exercise price shall not be less than the Discounted Market Price. The Discounted Market Price is the Market Price of the Shares, less a discount which shall not exceed 25% if the Market Price is $0.50 or less, 20% if the Market Price is from $0.51 to $2.00 and 15% if the Market Price is above $2.00. Where used herein "Market Price" means, subject to certain exceptions required by the rules of the Exchange, the last daily closing price of the Shares before the date of grant or the issuance of a news release announcing the grant, if required.

 
(b)
If an Option is granted within 90 days of a public distribution of the Shares by way of prospectus, then the minimum exercise price of such Option shall, if the policy of such stock exchange or stock exchanges requires, be the greater of the Discounted Market Price and the price per Share paid by the investing public for Shares acquired by the public during such public distribution, determined in accordance with the policy of such stock exchange or stock exchanges.

7.
Number of Optioned Shares. The number of Shares that may be acquired under an Option granted to a Participant shall be determined by the Board as at the time the Option is granted, provided that the aggregate number of Shares reserved for issuance to:

 
(a)
any one Participant (other than a Consultant or a person employed in Investor Relations Activities, as hereinafter defined) together with such Participant's participation in any other plan of the Corporation, shall not exceed five percent (5%) of the total number of issued and outstanding Shares on a yearly basis (calculated on a non-diluted basis); and
 
 

 
 
(b)
Insiders of the Corporation (as defined by the Exchange) under Options granted to Insiders shall not exceed, within a 12 month period, 10% of the total number of issued and outstanding Shares; and

 
(c)
Insiders of the Corporation (as defined by the Exchange) under Options granted to Insiders shall not exceed 10% of the total number of issued and outstanding shares.

 
(d)
any one Consultant shall not exceed two percent (2%) of the total number of issued and outstanding Shares (calculated on a non-diluted basis) during any twelve (12) month period; and

 
(e)
any persons employed in Investor Relations Activities shall not exceed an aggregate of two percent (2%) of the total number of issued and outstanding Shares (calculated on a non-diluted basis) during any twelve (12) month period.

8.
Duration of Option and Vesting.

 
(a)
Each Option and all rights thereunder shall expire on the date (the “ Expiry Date ”) set out in the Option Agreements and shall be subject to earlier termination as provided in paragraphs 10 and 11. The Expiry Date shall be fixed by the Board, such date not to exceed ten years from the date the Option is granted.

 
(b)
An Option shall vest and may be exercised (in each case to the nearest full Share) until the Expiry Date of the Option in such manner as the Board may fix by resolution, except for Options issued to Consultants performing Investor Relations Activities, which must vest in stages over 12 months with no more than ¼ of the options vesting in any three month period. Options which have vested may be exercised in whole or in part at any time and from time to time prior to the Expiry Date.

 
(c)
Notwithstanding any other provision of this Plan, no Option shall terminate, become void and of no effect or cease to be exercisable, whether as a result of the expiry of the term fixed for exercise of the Option or as a result of the termination or cessation of employment of an optionee, prior to 5:00 p.m. (Winnipeg time) on the tenth business day following the cessation of any Trading Blackout applicable to such optionee in effect at the time such Option would otherwise expire or terminate or if a Trading Blackout is not then in effect, prior to 5:00 p.m. (Winnipeg time) on the tenth business day following cessation of the most recent Trading Blackout applicable to such optionee prior to the Expiry Date.

 
(d)
“Trading Blackout” means any restricted trading period imposed by the Corporation during which the directors and officers of the Corporation and specified employees are prohibited from trading in the securities of the Corporation.
 
 
 
 

 

 
9.
Exercise of Options.

 
(a)
Except as set forth in Section 10 and 11, no Option may be exercised unless the Participant is at the time of such exercise a director, officer, manager, consultant, employee or management company employee of the Corporation.

 
(b)
The exercise of any Option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the Option is exercised. No Participant or his or her legal representatives, legatees or distributes will be, or will deemed to be, a holder of any Shares subject to an Option under this Plan, unless and until the certificate for such Shares are issued to him or them under the terms of the Plan.

 
(c)
To the extent the exercise of an Option hereunder gives rise to any tax or other statutory withholding obligation (including, without limitation, income and payroll withholding taxes imposed by any jurisdiction), the Corporation may implement appropriate procedures to ensure that the tax withholding obligations are met. These procedures may include, without limitation, increased withholding from an optionee’s regular compensation, cash payments by an optionee, or the sale of a portion of the Shares acquired pursuant to the exercise of an Option, which sale may be required and initiated by the Corporation. Any such procedure, including offering choices among procedures, will be applied consistently with respect to all similarly situated optionees in the Plan, except to the extent any procedure may not be permitted under the laws of the applicable jurisdiction.

10.
Ceasing to Be a Director, Consultant, Officer, Manager, Consultant or Employee. If any Participant shall cease to be a member of the Board, officer, management, consultant, employee or management company employee of the Corporation or any subsidiary of the Corporation for any reason other than death or permanent disability, his or her Option will terminate at 5:00 p.m. (Winnipeg time) on the earlier of the Expiry Date of the Option and:

 
(a)
for Participants other than those employed in Investor Relations Activities, a maximum of six (6) months after the date such Participant ceases to be a member of the Board, senior officer, Employee, Management Company Employee or Consultant of the Corporation, or any subsidiary of the Corporation; and

 
(b)
for Participants employed in Investor Relations Activities, 30 days after the date such Participant ceases to be employed in Investor Relations Activities.
 
 
 
 

 
 
 
 
If such cessation or termination is by reason of substantial breach or cause on the part of the Participant, the Options shall be automatically terminated forthwith and shall be of no further force or effect.

Neither the selection of any person as a Participant nor the granting of an Option to any Participant under this Plan shall:

 
(c)
confer upon such Participant any right to continue as a director, senior officer, Employee, Management Company Employee or Consultant of the Corporation, or any subsidiary of the Corporation as the case may be, or

 
(d)
be construed as a guarantee that the Participant will continue as a member of the Board, senior officer, Employee, Management Company Employee or Consultant of the Corporation, or any subsidiary of the Corporation as the case may be.

11.
Death or Permanent Disability of Participant. In the event of the death or permanent disability of a Participant, the Option previously granted to him shall be exercisable only by the earlier of the Expiry Date and the date that is twelve months after the date of death or permanent disability and then only:

 
(a)
by the person or persons to whom the Participant’s rights under the Option shall pass by the Participant’s will or applicable laws; and

 
(b)
if and to the extent that he was entitled to exercise the Option at the date of his death or permanent disability.

12.
Right of Optionee. No person entitled to exercise any Option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such Option until certificates representing such Shares shall have been issued and delivered.

13.
Proceeds from Sales of Shares. The proceeds from sales of Shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine and direct.

14.
Adjustments. If the outstanding Shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares of securities of the Corporation through re-organization, arrangement, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, an appropriate and proportionate adjustment shall be made in the maximum number or kind of shares as to which Options may be granted under the Plan. A corresponding adjustment changing the number or kind of shares allocated to unexercised Options or portions thereof, which shall have been granted prior to any such change, shall likewise be made. Any such adjustment in the outstanding Options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Option but with a corresponding adjustment in the price for each share or other unit of any security covered by the Option.
 
 
 
 

 
 
 
 
Upon the liquidation or dissolution of the Corporation or upon a re-organization, arrangement, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, or upon the sale of substantially all of the property or more than eighty (80%) percent of the then outstanding Shares of the Corporation to another corporation, the Plan shall terminate, and any Options theretofore granted hereunder shall terminate unless provision is made in writing in connection with such transaction for the continuance of the Plan and for the assumption of Options theretofore granted, or the substitution for such Options of new options covering the shares of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number and kind of shares and prices, in which event the Plan and Options theretofore granted shall continue in the manner and upon the terms so provided. If the Plan and outstanding Options shall terminate pursuant to the foregoing sentence, then immediately prior to consummation of the event which results in the termination of the Plan and outstanding Options, the Board may determine that all of the Options of an optionee vest and become exercisable for such period as the Board specifies. Options not exercised within the specified period will terminate.

 
Adjustments under this Section shall be made by the Board, subject to the approval of the primary stock exchange on which the shares of the Corporation are listed, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares shall be issued under the Plan on any such adjustment.

14.1 Change of Control. If a bona fide offer (the “ Offer ”) for voting or equity shares is made to shareholders of the Corporation generally, or to a class of shareholders of the Corporation which, if Options were exercised, would include the Participants, and which Offer, if accepted in whole or in part, would result in the offeror exercising control over the Corporation within the meaning of subsection 1(3) of the Securities Act (Ontario) then, notwithstanding Sections 8 and 9 but subject to the other provisions hereof:

 
(a)
The Board may give its express consent to the exercise of any Options which are outstanding although not yet exercisable at the time of the Offer in the manner hereinafter provided.

 
(b)
If the Board has so consented to the exercise of any Options outstanding at the time of the Offer, the Corporation shall, immediately after such consent has been given, notify each Participant currently holding an Option of the Offer, with full particulars thereof, together with a notice stating that, in order to permit the Participant to participate in the Offer, the Participant may, during the period that the Offer is open for acceptance (or, if no such period is specified, the period of 30 days following the date of such notice), exercise all or any portion of any such Option held by the Participant.
 
 
 
 

 

 
 
(c)
In the event that the Participant so exercises any such Option, such exercise shall be in accordance with Sections 6, 7 and 9(b) hereof; provided that, if necessary in order to permit the Participant to participate in the Offer, such Option shall be deemed to have been exercised, and the issuance of Shares received upon such exercise (the “ Optioned Shares ”) shall be deemed to have occurred, effective as of the first day prior to the date on which the Offer was made.

 
(d)
If, upon the expiry of the applicable period referred to in subsection (b) above, the Offer is completed, and:

 
(i)
the Participant has not exercised the entire or any portion of such Option then, as of and from the expiry of such period, the Participant’s right to purchase the Shares covered by such Option shall not be exercisable, and shall expire and be null and void; and

 
(ii)
the Participant has exercised the entire or any portion of such Option, but has not tendered the Shares received in connection with such exercise to the Offer, then, as and from the expiry of such period, the Corporation may require the Participant to sell to the Corporation such Optioned Shares for a purchase price of $.001 per Optioned Share.

 
(e)
If:

 
(i)
the Offer is not completed (within the time specified therein, if applicable);

or

 
(ii)
all of the Optioned Shares tendered by the Participant pursuant to the Offer are not taken up and paid for by the offeror in respect thereof;

then the Optioned Shares or, in the case of paragraph (ii) above, the portion thereof that is not taken up and paid for by such offeror, shall be returned by the Participant to the Corporation for cancellation and the terms of the Option as set forth herein shall again apply to such Option, or the remaining portion thereof, as the case may be.

 
(f)
If any Optioned Shares are returned to the Corporation pursuant to subsection (e) above, the Corporation shall refund the Option price to the Participant in respect of such Optioned Shares.
 
 
 
 

 
 
 
 
(g)
In no event shall the Participant be entitled to sell the Optioned Shares otherwise than pursuant to the Offer, except as provided in paragraph (d)(ii) above.

15.
Transferability. All benefits, rights and Options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of a Participant any benefits, rights and Options may only be exercised by the Participant.

16. Amendment and Termination of Plan.

 
(a)
The Board may, at any time, suspend or terminate the Plan or amend or revise the terms of the Plan, provided that no such amendment or revisions shall alter the terms of any Options theretofore granted under the Plan. Subject to Section 16(b) and subject to any necessary approval of any stock exchange on which the Shares may be listed, the Board may, from time to time, and without the approval of the Company’s shareholders: (i) amend the Plan and the terms and the conditions of any Options thereafter to be granted; and (ii) amend the Plan and the terms and conditions of any Options which have been theretofore granted, subject to the consent of a holder of an Option whose rights would be adversely affected by such amendment.

 
(b)
Disinterested shareholders of the Company shall approve any amendment to the Plan or any Option which reduces the exercise price of an Option granted to an Insider . Shareholders of the Company shall approve any amendment to the Plan or any Option which (i) extends the period available to exercise an Option granted to an Insider other than as provided in Section 8(b); or (ii) increases the number of shares reserved for issuance under the Plan (other than pursuant to the provisions of Section 14 hereof).

17.
Necessary Approvals. The obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any Option exercise price paid to the Corporation will be returned to the Participant.

18.
Stock Exchange Rules. The rules of any stock exchange upon which the Corporation’s Shares are listed shall be applicable relative to Options granted to Participants.

19.
Effective Date of Plan. The Plan has been adopted by the Board of the Corporation subject to the approval of the stock exchange or stock exchanges on which the Shares of the Corporation are to be listed and, if so approved, the Plan shall became effective upon such approvals being obtained.
 
 
 
 

 
 
 
20.
Interpretation. The Plan will be governed by and construed in accordance with the laws of Canada.

 
MEDICURE INC.
   
 
Per: /s/ Albert Friesen                  
   
 
Per: /s/ Dawson Reimer                

 
 


 


 
EXHIBIT 12.1 – CERTIFICATION OF CEO PURSUANT TO SECTION 302
 
 
 
 

 
 
 
CERTIFICATION

I, Albert D. Friesen, certify that:

1. I have reviewed this Annual Report on Form 20-F of Medicure Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-(15)(f)) for the company and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)
Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

 
Date: September 10, 2014
/s/ Albert Friesen                              
 
Chief Executive Officer
 
(Principal Executive Officer)

 
 


 


 
EXHIBIT 12.2 – CERTIFICATION OF CFO PURSUANT TO SECTION 302
 
 
 
 

 
 
 
CERTIFICATION

I, James F. Kinley, certify that:

1. I have reviewed this Annual Report on Form 20-F of Medicure Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-(15)(f)) for the company and have:

 
(e)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(f)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(g)
Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(h)
Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

 
(c)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

 
(d)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
 
 
Date: September 10, 2014
/s/ James Kinley                            
  Chief Financial Officer
  (Principal Financial Officer)
 
 
 
 


 


 
EXHIBIT 13.1 – CERTIFICATION OF CEO AND CFO
 
 
 
 

 

 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Medicure Inc. (the “Company”), does hereby certify with respect to the Annual Report of the Company on Form 20-F for the year ended May 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), that, to the best of his knowledge:

(1) the Form 20-F fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
Date: September 10, 2014 /s/ Albert Friesen                                                          
 
Albert D. Friesen Ph D., Chief Executive Officer
  (Principal Executive Officer)
   
Date: September 10, 2014 /s/ James Kinley                                                            
  James F. Kinley CA, Chief Financial Officer
 
(Principal Financial Officer)
   

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
 


 


 
EXHIBIT 23.1 – CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 
 
Consent of Independent Registered Public Accounting Firm
 
 
The Board of Directors
 
Medicure Inc.
 

We consent to the incorporation by reference in the registration statement (File No. 333- 146574)  on Form S-8 of Medicure Inc., of our report dated September 14, 2012, with respect to the consolidated statements of net income and comprehensive income, changes in deficiency and cash flows for the year ended May 31, 2012 which report appears in the May 31, 2014 Annual Report on Form 20-F of Medicure Inc.

Our report dated September 14,  2012 contains an explanatory paragraph that states that the Company has experienced operating losses and has accumulated a deficit that raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ KPMG LLP
Chartered Accountants

September 10, 2014
Winnipeg, Canada
 
 
 
 

 

 
Consent of Independent Registered Public Accounting Firm
 
 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-146574) of Medicure Inc. of our report dated September 10, 2014, with respect to the consolidated financial statements of Medicure Inc., included in its Annual Report (Form 20-F) for the year ended May 31, 2014 filed with the Securities and Exchange Commission.


Winnipeg, Canada,
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September 10, 2014. Chartered Accountants