Medicenna Therapeutics : 2021 Annual Financial Statements

Consolidated financial statements of

Medicenna Therapeutics Corp.

(Expressed in Canadian Dollars)

For the years ended March 31, 2021 and 2020

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Medicenna Therapeutics Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Medicenna Therapeutics Corp. and its subsidiaries (together, the Company) as of March 31, 2021 and the related consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the year then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and its financial performance and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting 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.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Oakville, Canada

May 27, 2021

We have served as the Company's auditor since 2020.

PricewaterhouseCoopers LLP

PwC Centre, 354 Davis Road, Suite 600, Oakville, Ontario, Canada L6J 0C5

T: [phone], F: [phone]

"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Directors of

Medicenna Therapeutics Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Medicenna Therapeutics Corp. (the "Company"), as of March 31, 2020, and the related consolidated statements of operations, cash flows and changes in shareholders' equity for the year ended March 31, 2020, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and the results of its operations and its cash flows for the year ended March 31, 2020 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting 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.

Our audit included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada

Chartered Professional Accountants

May 14, 2020

Medicenna Therapeutics Corp.

Consolidated Statements of Financial Position

(Expressed in thousands of Canadian Dollars, except for share and per share amounts)

as at

			March 31, 2021	March 31, 2020
			$	$
Assets
Current assets
Cash and cash equivalents (Note 2d)	30,375	22,698
Marketable securities (Note 2d)	10,010	15,003
Prepaids and deposits		1,354	94
Other receivables		410	57
			42,149	37,852
Intangible assets (Note 13)		71	76
Right-of-use assets (Note 7)	32	68
			42,252	37,996
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 8)	4,073	1,780
Current portion of lease liability (Note 7)	34	35
			4,107	1,815
Lease liability (Note 7)		-	32
			4,107	1,847
Shareholders' Equity
Common shares (Note 9)	79,587	56,578
Contributed surplus (Notes 10 and 11)	6,680	10,390
Accumulated other comprehensive income	234	248
Deficit		(48,356)	(31,067)
			38,145	36,149
			42,252	37,996
Approved by the Board
/s/ Albert Beraldo		Director
/s/ Chandra Panchal		Director

The accompanying notes are an integral part of these Consolidated financial statements.

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Medicenna Therapeutics Corp.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in thousands of Canadian Dollars, except for share and per share amounts)

		Year ended	Year ended
		March 31,	March 31,
		2021	2020
Operating expenses	$	$
6,525
General and administration (Note 16)	2,375
Research and development (Note 16)	10,870	5,870
Total operating expenses	17,395	8,245
Finance income (Note 2d)	(314)	(7)
Foreign exchange loss	208	39
		(106)	32
Net loss for the year	(17,289)	(8,277)
Cumulative translation adjustment	(14)	91
Comprehensive loss for the year	(17,303)	(8,186)
Basic and diluted loss per share for the year	(0.35)	(0.26)
Weighted average number of common shares outstanding
(Note 9)		49,661,776	31,899,640

The accompanying notes are an integral part of these Consolidated financial statements.

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