ImmunoPrecise Antibodies Ltd.: Form 424B5 - Filed by newsfilecorp.com

We have entered into a Sales Agreement, dated as of February 23, 2024, or the sales agreement, with Clear Street LLC, or Clear Street or the Agent, relating to the sale of our common shares, or Common Shares, offered by this prospectus supplement, or the Prospectus Supplement. In accordance with the terms of the sales agreement, under this Prospectus Supplement we may offer and sell our common shares, our Common Shares, having an aggregate offering price of up to U.S.$60,000,000 from time to time through Clear Street, acting as our agent. Common Shares will only be sold on the facilities of an exchange or market outside Canada to purchasers who we have no reason to believe are resident in Canada and, in all other cases, to purchasers who are not located or resident in Canada. There will be no solicitations or advertising activities undertaken in Canada in connection with the offering. The Common Shares offered hereby have not been qualified for distribution by prospectus under the securities laws of any province or territory of Canada. See "Plan of Distribution".

Our Common Shares are listed for trading on the Nasdaq Global Market, or Nasdaq, under the symbol "IPA". On February 16, 2024, the closing price of the Common Shares on Nasdaq was U.S.$1.97.

Sales of our Common Shares, if any, under this Prospectus Supplement may be made by any method permitted by law that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act. Clear Street is not required to sell any specific number or dollar amount of securities but will act as our sales agent using commercially reasonable efforts, consistent with its normal trading and sales practices, on mutually agreed terms between Clear Street and us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

Clear Street will be entitled to compensation at a commission rate equal to 3.0% of the gross proceeds of the Common Shares sold under the sales agreement. In connection with the sale of the Common Shares on our behalf, Clear Street will be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation of Clear Street will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Clear Street with respect to certain liabilities, including civil liabilities under the Securities Act and the Securities and Exchange Act of 1934, as amended, or the Exchange Act. See "Plan of Distribution" beginning on page S-13 for additional information regarding the compensation to be paid to Clear Street.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a foreign private issuer as defined under Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and, as such, are subject to certain reduced public company reporting requirements. See "Prospectus Summary - Implications of Being an Emerging Growth Company and Foreign Private Issuer Status."

Any investment in our Common Shares involves risks that should be carefully considered by prospective investors before purchasing shares. The risks outlined in this Prospectus Supplement, the accompanying prospectus dated July 14, 2023, or the Prospectus, and in the documents incorporated by reference herein and therein should be carefully reviewed and considered by prospective investors in connection with any investment in the Common Shares. See "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, THE SEC, OR ANY STATE SECURITIES COMMISSION OR ANY REGULATORY AUTHORITY NOR HAVE ANY SUCH AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospective investors should be aware that the acquisition of our Common Shares as described herein may have tax consequences both in Canada and the United States. Such consequences for investors who are resident in, or citizens of, Canada or the United States may not be described fully herein. See "Certain U.S. Federal Income Tax Considerations". The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that we are incorporated under the laws of British Columbia, Canada, that some of our officers and directors may be located outside of the United States, that some or all of the experts named in the Registration Statement may be located outside of the United States, and that all or a substantial portion of our assets Company and said persons may be located outside the United States. See "Risk Factors" and "Enforcement of Civil Liabilities".

IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of this offering and the method of distribution of the Common Shares to be sold pursuant to the sales agreement, also adds to and updates certain information contained in the accompanying Prospectus and the documents incorporated by reference therein and herein. The second part, the accompanying Prospectus, gives more general information, some of which may not apply to this offering. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purposes of this offering. Other documents are also incorporated or deemed to be incorporated by reference into this Prospectus Supplement and into the Prospectus. See "Documents Incorporated by Reference."

This Prospectus Supplement and the accompanying Prospectus are part of the Registration Statement on Form F-3 that has been filed with the SEC under the Securities Act utilizing a "shelf" registration process. The Registration Statement was declared effective by the SEC under the Securities Act on July 14, 2023 (File No. 333-273197), and remains effective as of the date hereof. This Prospectus Supplement does not contain all of the information contained in the Registration Statement. You should refer to the Registration Statement and the exhibits thereto for further information with respect to the Company and its securities.

You should only rely on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. If the description of the Common Shares offered by this Prospectus Supplement varies between this Prospectus Supplement and the Prospectus, you should rely on the information in this Prospectus Supplement. To the extent that any statement made in this Prospectus Supplement differs from those in the Prospectus or any documents incorporated by reference herein or therein filed prior to the date of this Prospectus Supplement, the statements made in this Prospectus Supplement will be deemed to modify or supersede those made in the accompanying Prospectus and such documents incorporated by reference herein or therein.

The Company is not offering Common Shares in Canada or in any jurisdiction where this offering is not permitted by law. This Prospectus Supplement and the accompanying Prospectus must not be used by anyone for any purpose other than in connection with the distribution of Common Shares under this offering. The Company does not undertake to update the information contained in this Prospectus Supplement or contained or incorporated by reference in the Prospectus, except as required by applicable securities laws. You should not assume that the information contained in or incorporated by reference in this Prospectus Supplement, or the Prospectus is accurate as of any date other than the date of the document in which such information appears. The Company's business, financial condition, results of operations and prospects may have changed since those dates.

Neither the Company nor the Agent have authorized anyone to provide any information other than that contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus or any relevant free writing prospectus prepared by or on behalf of the Company or to which the Company has referred you. The Company and the Agent take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. It is important for you to read and consider all information contained in this Prospectus Supplement and the accompanying Prospectus, including the documents incorporated by reference herein and therein, and any free writing prospectus that the Company has authorized for use in connection with this offering, in their entirety before making your investment decision.

This Prospectus Supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this Prospectus Supplement by any person in Canada or in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

Unless otherwise noted or the context indicates otherwise, "ImmunoPrecise", "IPA" and the "Company" refer to ImmunoPrecise Antibodies Ltd., its subsidiaries and, as the case may be, its predecessors.

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The Company maintains its books and records in Canadian dollars ("CAD") and reports under International Financial Reporting Standards as issued by the International Accounting Standards Board. None of the consolidated financial statements incorporated by reference into this Prospectus Supplement were prepared in accordance with generally accepted accounting principles in the United States.

The Company's financial statements are presented in CAD. In this Prospectus Supplement, unless otherwise indicated, all dollar amounts and references to "$" or "CAD$" are to Canadian dollars and references to "U.S.$" are to United States dollars, but most of the figures included in this Prospectus Supplement and the documents incorporated by reference herein, including the Company's financial statements, are in Canadian dollars.

This Prospectus Supplement, the accompanying Prospectus and the documents incorporated by reference herein and therein, contain forward-looking statements and forward-looking information under U.S. and Canadian securities laws (which we refer to collectively as "forward-looking statements") about the Company which reflect management's expectations regarding the Company's future growth, results of operations, operational and financial performance and business prospects and opportunities. In addition, the Company may make or approve certain statements in future filings with Canadian and United States regulatory authorities, in news releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to statements preceded by, followed by, or that include words such as "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intends", "plan", "forecast", "budget", "schedule", "project", "estimate", "outlook", or the negative of those words or other similar or comparable words.

Forward-looking statements involve significant risks, assumptions, uncertainties, and other factors that may cause actual future performance, achievements, or other realities to differ materiality from those expressed or implied in any forward-looking statements and, accordingly, should not be read as guarantees of future performance, achievements, or realities. Although the forward-looking statements contained in this Prospectus Supplement and the accompanying Prospectus and the documents incorporated by reference herein and therein reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements. A number of risks and factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward-looking statements. Such risks and factors include, but are not limited to, the following:

• the financial position of the Company and its potential need for additional liquidity and capital in the future;

• the Company may become involved in regulatory or agency proceedings, investigations and audits;

• the Company may be subject to litigation in the ordinary course of its business;

• the ability of the Company to obtain, protect and enforce patents on its technology and products;

• the effectiveness of the Company's business development and marketing strategies;

• the Company cannot assure the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies;

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• any reduction or delay in government funding of research and development ("R&D");

• the Company may fail to meet the delivery and performance requirements set forth in client contracts;

• the Company may become subject to patent and other intellectual property litigation;

• the Company's directors and officers may have interests which conflict with those of the Company;

• the Company's products, services and expertise may become obsolete or uneconomical;

• the Company may become subject to liability for risks against which it cannot insure;

• the effects of future sales or issuances of equity securities or debt securities;

• the Company has not declared or paid any dividends on the Common Shares and does not intend to do so in the foreseeable future; and

Although the Company has attempted to identify important risks and factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Further, any forward-looking statements are made as of the date of the Prospectus Supplement, Prospectus or the documents incorporated by reference herein and therein, as applicable. Other than as required by applicable securities laws, the Company assumes no obligation to update or revise them to reflect new events or circumstances. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statement. Accordingly, readers should not place undue reliance on forward-looking statements contained in this Prospectus Supplement, the accompanying Prospectus or the documents incorporated by reference herein and therein. All forward-looking statements disclosed in this Prospectus Supplement, the accompanying Prospectus and the documents incorporated by reference herein and therein are qualified by this cautionary statement.

This Prospectus Supplement is deemed, as of the date hereof, to be incorporated by reference in the accompanying Prospectus only for the purpose of the distribution of the Common Shares pursuant to this offering.

The following documents filed by the Company are specifically incorporated by reference into, and form an integral part of, the Prospectus as supplemented by this Prospectus Supplement:

a) our Annual Report on Form 40-F for the fiscal year ended April 30, 2023, filed with the SEC on July 10, 2023 (the "Annual Report on Form 40-F");

b) the description of our common shares contained in Annual Information Form included as Exhibit 99.119 to our Registration Statement on Form 40-F filed with the SEC on December 28, 2020; and

Any such documents which are filed on Form 40-F or Form 20-F, as applicable, with, or (if and to the extent expressly provided) furnished on Form 6-K to, the SEC after the date of this Prospectus Supplement and prior to the termination of this offering shall be deemed to be incorporated by reference in the Prospectus, this Prospectus Supplement and the Registration Statement, of which the Prospectus and this Prospectus Supplement form part. In addition, the Company may incorporate by reference into the Prospectus or the Registration Statement on Form F-3 that contains this Prospectus Supplement other information from documents that the Company will file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, if and to the extent expressly provided therein. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus Supplement, the accompanying Prospectus and the documents incorporated or deemed to be incorporated herein or therein by reference.

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Copies of the documents incorporated by reference in the Prospectus, as supplemented by this Prospectus Supplement, may be obtained on written or oral request without charge from ImmunoPrecise Antibodies Ltd., at 3204-4464 Markham Street, Victoria, BC V8Z 7X8, telephone: (250) 483-0803 or by accessing the disclosure documents through the internet on the SEC's Electronic Data Gathering, Analysis, and Retrieval System ("EDGAR") at www.sec.gov/edgar.

Any statement contained in this Prospectus Supplement, in the accompanying Prospectus, or in a document (or part thereof) incorporated or deemed to be incorporated by reference therein or herein shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement or the accompanying Prospectus, to the extent that a statement contained herein or therein, or in any subsequently filed document (or part thereof) which also is, or is deemed to be, incorporated by reference in the this Prospectus Supplement or the Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement or the Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set out in the document or statement that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

References to the Company's website in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this Prospectus Supplement, and the Company disclaims any such incorporation by reference.

This Prospectus Supplement, the accompanying Prospectus and certain of the documents incorporated by reference herein and therein contain market and industry data obtained from a combination of third-party sources and the estimates of management of the Company. Although management believes that these third-party sources and the estimates of management are reliable, the accuracy and completeness of such data is not guaranteed and has not been verified by any independent sources. Market and industry data, including estimates and projections relating to size of market and market share, is inherently imprecise and cannot be verified due to limitations in the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations inherent in any market research or other survey. Management's estimates are based on internal research, its knowledge of the relevant market and industry and extrapolations from third-party sources. While the Company is not aware of any misstatements regarding the market and industry data presented in this Prospectus Supplement, the accompanying Prospectus or the documents incorporated by reference herein and therein, and is responsible for the accuracy of such sources and data, such data involve risks and uncertainties and are subject to change based on various factors, including those factors discussed under "Cautionary Statement Regarding Forward-Looking Statements". The Company has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as required by law.

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ImmunoPrecise is a corporation organized under the laws of the Province of British Columbia. Some of ImmunoPrecise's directors reside outside the United States, and a substantial portion of ImmunoPrecise's assets and all or a substantial portion of the assets of these persons are located outside the United States.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process.

The Company has appointed an agent for service of process in the United States. It may be difficult for investors who reside in the United States to effect service of process in the United States upon the Company, or to enforce a U.S. court judgment predicated upon the civil liability provisions of the U.S. federal securities laws against the Company or any of the directors referred to above. There is substantial doubt whether an action could be brought in Canada in the first instance predicated solely upon U.S. federal securities laws.

ImmunoPrecise is subject to continuous disclosure obligations of the securities commissions or similar regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland, in Canada. Purchasers are invited to read and copy any reports, statements, or other information, other than confidential filings, that ImmunoPrecise files with the Canadian provincial securities commissions or similar regulatory authorities. These filings are also electronically available on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") at www.sedarplus.com. Documents filed on SEDAR+ are not, and should not be considered, part of this Prospectus Supplement or the Prospectus. ImmunoPrecise has filed with the SEC under the Securities Act the Registration Statement relating to the Common Shares being offered hereunder, of which the Prospectus and this Prospectus Supplement form part. The Prospectus and this Prospectus Supplement do not contain all of the information set out in the Registration Statement, certain items of which are contained in the exhibits to the Registration Statement as permitted or required by the rules and regulations of the SEC. Items of information omitted from the Prospectus and this Prospectus Supplement but contained in the Registration Statement will be available on the SEC's website at www.sec.gov/edgar.

ImmunoPrecise is also subject to periodic reporting and other informational requirements of the Exchange Act as applicable to "foreign private issuers" and files reports with the SEC. Accordingly, ImmunoPrecise is required to file reports, including annual reports on Form 40-F or Form 20-F, as applicable, and other information with the SEC. ImmunoPrecise is a "foreign private issuer" as defined in Rule 405 under the Securities Act. As such, ImmunoPrecise is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and ImmunoPrecise's officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. ImmunoPrecise's reports and other information filed or furnished with or to the SEC are available on EDGAR at www.sec.gov/edgar.

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The following is a summary of information relating to the Company and does not contain all the information about the Company that may be important to you. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the Common Shares. For a more complete understanding of the Company and the offering, the Company encourages you to read and carefully consider the more detailed information in this Prospectus Supplement and the accompanying Prospectus, including the information incorporated by reference in this Prospectus Supplement and the accompanying Prospectus, and in particular, the information under the heading "Risk Factors" in the Prospectus. All capitalized terms used in this summary refer to definitions contained elsewhere in this Prospectus Supplement or the accompanying Prospectus, as applicable.

ImmunoPrecise Antibodies Ltd. is presently traded on the Nasdaq Global Market with the ticker symbol "IPA". On November 25, 2022, the Company made a strategic decision to voluntarily delist its common shares from the TSX Venture Exchange. The corporate headquarters of IPA are situated at 3204 - 4464 Markham Street, Victoria, BC V8Z 7X8.

The Company is an innovation-driven, technology platform company that supports its pharmaceutical and biotechnology company partners in their quest to discover and develop novel, therapeutic antibodies against all classes of disease targets. The Company aims to transform the conventional, multi-vendor, product development model by bringing innovative and high-throughput technologies to its partners, incorporating the advantages of diverse antibody repertoires with the Company's therapeutic antibody discovery suite of technologies, to exploit antibodies of broad epitope coverage, multiple antibody formats, valency, and size, and to discover antibodies against multiple/rare epitopes.

The Company offers comprehensive support to its partners, starting with customized, computational project design, antigen preparation, an on-site vivarium, immunization services, high-throughput discovery platforms, functional antibody testing, lead candidate selection, antibody optimization, antibody engineering and manufacturing, all under one contract.

The Company believes that its experience, innovation, technologies, scientific rigor, and focus on producing quality products, provide a unique experience in one-stop service offerings, and assist the Company in its aim to reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development.

The Company has achieved organic revenue growth through market penetration and service diversification in the biologics, contract research organization ("CROs") space, as well as accretive growth through strategic expansion of its operations in Europe, by acquiring and integrating innovative technologies, and through investments in R&D.

IPA is a leading biotherapeutic research and technology firm, distinguished by its proficiency in both in silico and wet lab methodologies. At the intersection of systems biology, multi-omics modeling, and complex artificial intelligence systems, the Company has carved out a unique space within the field. The core of the Company's operations encompasses a diverse suite of proprietary technologies that aid in the exploration, discovery, and development of novel drugs and biologics.

The breadth of services provided by IPA unfolds sequentially in alignment with the process of antibody discovery and development. Starting from the in silico arena, the Company utilizes custom antigen modeling, target analysis using Natural Language Processing, and the patented HYFT^TM analysis to lay the groundwork for the subsequent experimental phases.

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As the projects transition into the wet lab phase, IPA's capabilities diversify, offering an array of services such as immunogen design and manufacturing, B cell sorting incorporating IPA's proprietary Function-First B cell screening and sequencing, and the production and screening of custom, immune, and proprietary naïve phage display libraries. IPA's wet lab antibody discovery technologies are compatible with in-depth mining of antibody repertoires by next generation sequencing (NGS) and computational analysis. The Company's hybridoma discovery and production services, enhanced by multiplexed high-throughput screening and single clone-picking, complement the expertise it possesses with transgenic animals and multi-species antibody discovery.

The Company then steps into antibody characterization studies, which encompass affinity measurements, epitope landscape profiling, functional assays, and in silico analyses including immunogenicity, three-dimensional modeling, relative affinity rankings, molecular docking, and off-target analyses. Additional services include the creation of bi-specifics, single domain (such as VHH and VNAR (shark)) antibodies, recombinant cloning, protein and antibody manufacturing and quality control, stable cell line generation, antibody engineering, optimization including humanization, cryopreservation, and cryostorage.

ImmunoPrecise's wholly-owned subsidiaries, IPA Canada and IPA Europe, have received recognition as approved Contract Research Organizations for top-tier transgenic animal platforms producing antibodies with human antigen binding domains, as well as diverse protein manufacturing services. The subsidiaries also form a critical component of the Company's R&D investments, promoting the development of proprietary technologies like B cell Select® and DeepDisplay^TM platforms, applicable across a wide array of species and strains, including transgenic animals.

ImmunoPrecise is a global operation with a presence in Utrecht and Oss in the Netherlands; Diepenbeek in Belgium; Victoria, British Columbia, in Canada; and Fargo, North Dakota, in the United States. This broad reach enables IPA to tap into thriving locations that strongly support the life sciences industry and the development of artificial intelligence.

The Company's leadership, spanning North America and Europe, holds global responsibility for financial and accounting oversight, sales and marketing, investor relations, and information technology. An enterprise resource management system aids in automating marketing and sales, enhancing customer relationship management, and simplifying accounting, financial reporting, and project management tasks.

The Company's head office is in Victoria, British Columbia, and the base for U.S. operations is in Fargo, North Dakota. IPA Canada operates from Victoria, British Columbia (Canada), performing custom antibody generation since its inception. The Company has recently completed the expansion of its vivarium in Victoria while simultaneously intensifying its capabilities in measuring protein binding kinetics and high-throughput label-free protein-protein interactions and further developing and improving technologies such as its B cell Select® platform.

The acquisition of U-Protein Express B.V. ("UPE") and ModiQuest Research B.V. ("MQR"), now collectively named IPA Europe, has deepened the Company's technological competence, and expanded its capabilities for partners worldwide. The team from MQR in Oss brings extensive expertise in various areas, including in vitro antibody phage library generation, antibody characterization, optimization, and engineering. The UPE team in Utrecht specializes in the production of complex proteins and antibodies, supporting numerous programs across various sectors using their proprietary expression platform rPEx®.

On April 14, 2022, the Company successfully acquired BioStrand BV, BioKey BV, and BioClue BV, a group of innovative artificial intelligence entities based in Belgium. These entities are leaders in the field of multi-omics and in silico biotechnology, specializing in the intricate task of identifying and coding unique biological fingerprints within proteins, RNA, and DNA across multiple information layers, giving rise to unprecedented insights into biological molecules, including intricate relationships between protein structure and function. At its core, LENSai boasts a knowledge graph that maps 25 billion relationships across 660 million data objects, ensuring a deep and interconnected understanding of genes, proteins, and biological pathways. This strategic acquisition further bolsters the Company's standing in the rapidly advancing fields of multi-omics and in silico antibody discovery and development.

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The Company continues to broaden its intellectual property portfolio in additional, meaningful ways, including internal R&D, acquisitions, and collaborations. There is also an emphasis on therapeutic antibody asset development in areas such as oncology, inflammation, neurodegenerative diseases, autoimmunity, and atherosclerosis.

The Company was incorporated on November 22, 1983 under the laws of Alberta, before continuing into British Columbia on September 2, 2016. On December 21, 2016, the Company changed its name to "ImmunoPrecise Antibodies Ltd." The Company's registered and records office is located at 1800 - 510 West Georgia Street, Vancouver, British Columbia V6B 0M3 and its head office is located at 3204 - 4464 Markham Street, Victoria, British Columbia, Canada V8Z 7X8. The Company's website address is www.ipatherapeutics.com. Information contained on, or accessible from, the Company's website does not constitute part of this Prospectus Supplement or the Prospectus.

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An investment in the Company's Common Shares is subject to a number of risks that should be carefully considered by a prospective investor. Before deciding whether to invest in the Common Shares, prospective investors should carefully consider, in light of their own financial circumstances, the risk factors and other information described in this Prospectus Supplement and the accompanying Prospectus and the documents incorporated by reference herein and therein, including the Annual Report on Form 40-F. See "Documents Incorporated by Reference" in this Prospectus Supplement and under "Risk Factors - Risks Related to the Securities of the Company" in the Prospectus. In addition, other risks and uncertainties not presently known by management of the Company could impair the Company and its business in the future. The risks described in the Prospectus and the documents incorporated by reference herein and therein also include forward-looking statements and the Company's actual results may differ substantially from those discussed in the forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements."

While investors should review all of the risk factors in the Company's Annual Report on Form 40-F, the accompanying Prospectus, and the documents incorporated by reference herein and therein, investors should pay particular attention to the following risk factors, certain of which have been repeated given the materiality of these risks to the Company's ongoing plan of operations:

Giving effect to the issuance of Common Shares in this offering, the receipt of the expected net proceeds and the use of those proceeds, this offering will have a dilutive effect on our expected net income available to our shareholders per share and funds from operations per share. The dilution per share to investors participating in this offering will be $1.18 (see "Dilution" below).

It is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement.

Subject to certain limitations in the sales agreement and compliance with applicable law, the Company has the discretion to deliver a placement notice to Clear Street at any time throughout the term of the sales agreement. The number of shares that are sold through Clear Street after delivering a placement notice will fluctuate based on a number of factors, including the market price of the Common Shares stock during the sales period, any limits the Company may set with Clear Street in any applicable placement notice and the demand for the Common Shares. As such, it is not possible to predict the number of shares to be sold pursuant to the sales agreement. Because the price per share of each share sold pursuant to the sales agreement will fluctuate based on the market price of the Common Shares during the sales period, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement.

The Company will have broad discretion regarding use of proceeds and may not use the proceeds effectively.

Management will have broad discretion in the application of the net proceeds of the offering and investors will be relying on the judgment of management regarding the application of these proceeds. Management could spend the net proceeds of the offering in ways that do not improve the Company's results of operations. Failure to apply the funds effectively could have a material adverse effect on the Company's business and cause the price of the Common Shares to decline. At the date of this Prospectus Supplement, the Company intends to use the net proceeds from the offering as described under the heading "Use of Proceeds". However, the Company's needs may change as the business and the industry the Company addresses evolve. As a result, the net proceeds to be received in the offering may be used in a manner significantly different from the Company's expectations.

The Common Shares will be sold in "at-the-market" distributions, and investors who buy shares at different times will likely pay different prices.

Investors who purchase Common Shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. The Company will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.

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There may be future sales or other dilution of the Company's equity, which may adversely affect the market price of the Common Shares.

The Company is generally not restricted from issuing additional Common Shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Shares. The market price of the Common Shares could decline as a result of sales of Common Shares or securities that are convertible into or exchangeable for, or that represent the right to receive, Common Shares after this offering or the perception that such sales could occur.

Changes in tax laws and regulations, and the Inflation Reduction Act of 2022 may impact the Company and the value of the Common Shares.

The Company operates in multiple jurisdictions and is subject to tax laws and regulations of various governments. These tax laws and regulations are complex and subject to change and varying interpretations. Tax authorities may interpret tax laws and regulations differently than the Company does and challenge tax positions that the Company has taken. This may result in differences in the treatment of revenues, deductions, credits and/or differences in the timing of these items. The differences in treatment may result in payment of additional taxes, interest or penalties that could have an adverse effect on the Company’s financial condition and results of operations. Further, future changes to tax laws and regulations could increase the Company’s tax obligations in jurisdictions where the Company does business or require the Company to change the manner in which the Company conducts some aspects of its business.

The U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could impact the Company’s financial performance and the value of the Common Shares. Additionally, states or other jurisdictions in which the Company operates or owns assets may impose new or increased taxes. If enacted, most of the proposals would be effective for the current or later years. The proposed legislation remains subject to change, and its impact on the Company and purchasers of the Common Shares is uncertain.

In addition, the Inflation Reduction Act of 2022 includes provisions that impact the U.S. federal income taxation of certain corporations. Among other items, this legislation includes provisions that impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock purchases that is imposed on the corporation purchasing such stock. It is unclear how this legislation will be implemented by the U.S. Department of the Treasury and the Company cannot predict how this legislation or any future changes in tax laws might affect the Company or purchasers of the Common Shares.

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The Company may be a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

Generally, if, for any taxable year, at least 75% of the Company’s gross income is passive income or at least 50% of the value of the Company’s assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce passive income or are held for the production of passive income, including cash, the Company would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. For purposes of these tests, passive income includes, among other things, dividends, interest, and gains from the sale or exchange of investment property and rents or royalties other than rents or royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Cash and cash equivalents are generally treated as passive assets. Goodwill is treated as an active asset to the extent associated with business activities that produce active income. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the equity interests of another corporation or partnership is treated as if it held its proportionate share of the assets of the other corporation or partnership and directly received its proportionate share of the income of the other corporation or partnership. Equity interests of less than 25% by value in any other corporation or partnership are treated as passive assets, regardless of the nature of the other corporation or partnership’s business. If the Company is a PFIC for any taxable year in which a U.S. Holder (as defined in “Certain U.S. Federal Income Tax Considerations”) holds Common Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder, including increased tax liability on disposition gains and certain “excess distributions” and additional reporting requirements. See “Certain U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

The Company believes that it was not a PFIC for its tax year ended April 30, 2023. However, while the Company does not intend to become a PFIC for its current tax year or in the future, based on the cash raised in this offering and current business plans and financial expectations, the Company may be a PFIC for its current tax year and may be a PFIC in the future. The Company’s PFIC classification for its current or future tax years may depend on, among other things, how quickly the Company may raise cash pursuant to this offering, the manner in which, and how quickly, the Company utilizes its cash on hand and the cash proceeds received from this offering, as well as on changes in the market value of Common Shares. Whether the Company is a PFIC for any taxable year will also depend on the composition of its income and the composition, nature and value of its assets from time to time (including the value of its goodwill, which may be determined by reference to the value of the Common Shares, which could fluctuate). As a result, there can be no assurance that the Company will not be treated as a PFIC for the current or any future taxable year and the Company’s U.S. counsel expresses no opinion with respect to the Company’s PFIC status for any prior, current or future taxable year. Even if the Company determines that it is not a PFIC for a taxable year, there can be no assurance that the Internal Revenue Service, or the IRS, will agree with the Company’s conclusion and that the IRS would not successfully challenge the Company’s position. Each U.S. Holder should consult its own tax advisor regarding these issues and any available elections to mitigate such tax consequences.

If a U.S. Holder as defined below is treated as owning at least 10% of the value or voting power of the Company’s Common Shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a U.S. Holder is treated as owning (directly, indirectly, or constructively) at least 10% of the aggregate value or voting power of the Company’s Common Shares, such person may be treated as a “United States Shareholder” with respect to each “controlled foreign corporation” in the Company’s group (if any), which may subject such person to adverse U.S. federal income tax consequences. The Company’s group currently includes multiple U.S. subsidiary corporations and, therefore, under current law the Company’s current non-U.S. subsidiary and any future newly-formed or acquired non-U.S. subsidiaries that are treated as corporations for U.S. federal income tax purposes will be treated as controlled foreign corporations, regardless of whether the Company is treated as a controlled foreign corporation. A United States Shareholder of a controlled foreign corporation generally is required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by controlled foreign corporations, regardless of whether the Company makes any distributions. An individual that is a United States Shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be available to a United States Shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a United States Shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting.

The Company cannot provide any assurances that it will assist investors in determining whether any subsidiary of the Company is treated as a controlled foreign corporation or whether any holder of the Company’s Common Shares is treated as a United States Shareholder with respect to any such controlled foreign corporation or furnish to any United States Shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. The United States Internal Revenue Service provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled controlled foreign corporations. Each U.S. Holder of the Company’s Common Shares should consult its own tax advisors regarding the potential application of these rules to an investment in the Company’s Common Shares.

S-11

The following is a summary of the principal features of the offering and is subject to, and should be read together with, the more detailed information, financial data and statements contained elsewhere in, and incorporated by reference into, this Prospectus Supplement and the accompanying Prospectus.

S-12

S-13

The Company may issue and sell its Common Shares having aggregate gross sales proceeds of up to U.S.$60,000,000 from time to time (before deducting sales agent commissions and expenses). Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to the Company, if any, are not determinable at this time. There can be no assurance that the Company will sell any shares under or fully utilize the sales agreement with Clear Street as a source of financing. The net proceeds from this offering to the extent raised, are expected to be used by the Company for research and development; capital expenditures, including expansion of existing laboratory facilities; and working capital and general corporate purposes. The Company may also use a portion of the net proceeds to invest in or acquire businesses or technologies that it believes are complementary, although the Company has no current understandings, commitments, or agreements with respect to any investments or acquisitions as of the date of this Prospectus Supplement.

Although the Company intends to apply the proceeds to the objectives set forth above, there may be circumstances where, for business reasons, a reallocation of funds may be deemed prudent or necessary and the ultimate use of proceeds may vary materially from that set forth above. Accordingly, management of the Company will have significant discretion and flexibility in applying the net proceeds from the sale of the Common Shares in this offering. See "Risk Factors".

S-14

Since October 31, 2023, the date of the Company's most recently filed condensed interim consolidated financial statements, there have been no material changes to its share capital, on a consolidated basis, other than the issuance of 1,265,000 Common Shares on December 8, 2023 in connection with the Company's registered United States offering (the "December Offering").

The Company had 25,050,260 Common Shares, 130,111 warrants, and 1,781,340 stock options outstanding as of October 31, 2023.

S-15

As of October 31, 2023, our net tangible book value was approximately CAD$4.2 million, or CAD$0.17 per share. Net tangible book value is total assets minus the sum of liabilities, intangible assets and non-controlling interests. Net tangible book value per share is net tangible book value divided by the total number of our Common Shares outstanding as of October 31, 2023.

Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of our Common Shares in this offering and the net tangible book value per share of our Common Shares immediately after completion of this offering. Assuming that an aggregate of 30,456,853 Common Shares are sold at a price of CAD$2.66 per share, which was the last reported sale price of our Common Shares on the Nasdaq on February 16, 2024 converted into Canadian dollars using the Bank of Canada daily average exchange rate on February 16, 2024 of U.S.$1.00 equals CAD$1.3484, and after deducting the commissions and estimated offering expenses payable by us, our as-adjusted net tangible book value as of October 31, 2023, would have been approximately CAD$82.3 million, or CAD$1.48 per share. This increases the net tangible book value per share to existing shareholders and immediate dilution in net tangible book value of CAD$1.31 per share to investors purchasing our Common Shares in this offering. The following table illustrates this dilution on a per share basis:

The table above assumes for illustrative purposes that an aggregate of 30,456,853 Common Shares are sold during the term of the offering at an offering price of CAD$2.66 per share, which was the last reported sale price of our Common Shares on the Nasdaq on February 16, 2024 converted into Canadian dollars using the Bank of Canada daily average exchange rate on February 16, 2024 of U.S.$1.00 equals CAD$1.3484, for aggregate gross proceeds of approximately CAD$80.9 million. The Common Shares subject to the sales agreement are being sold from time to time at various prices. An increase of CAD$1.00 per share in the price at which the shares are sold from the assumed offering price of CAD$2.66 per share shown in the table above, assuming all of our Common Shares in the aggregate amount of approximately CAD$80.9 million during the term of the offering are sold at that price, would increase our adjusted net tangible book value per share after the offering to CAD$1.74 per share and would dilute the net tangible book value per share to new investors in this offering by CAD$1.92 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of CAD$1.00 per share in the price at which the shares are sold from the assumed offering price of CAD$2.66 per share shown in the table above, assuming all of our Common Shares in the aggregate amount of CAD$80.9 million during the term of the offering are sold at that price, would increase our adjusted net tangible book value per share after the offering to CAD$1.11 per share and would dilute the net tangible book value per share to new investors in this offering by CAD$0.55 per share, after deducting commissions and estimated offering expenses payable by us. This information is supplied for illustrative purposes only and may differ based on the actual offering price and the actual number of shares offered.

The discussion and table above are based on 25,050,260 Common Shares outstanding as of October 31, 2023, do not give effect to the December Offering and excludes the following, in each case as of such date:

• 1,781,340 Common Shares issuable upon the exercise of outstanding stock options having a weighted-average exercise price of CAD$8.09 per share; and

• 130,111 Common Shares issuable upon the exercise of outstanding warrants having a weighted-average exercise price of CAD$23.07 per share.

S-16

To the extent that any of these shares are issued upon exercise of outstanding stock options or warrants, investors purchasing our Common Shares in this Offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

S-17

Each Common Share entitles the holder thereof to one vote at any meeting of shareholders. The holders of Common Shares are entitled to receive if, as and when declared by the Company's board of directors, dividends in such amounts as shall be determined by the board of directors. The holders of Common Shares have the right to receive the Company's remaining property and assets in the event of a liquidation, dissolution or winding-up, whether voluntary or involuntary. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

The authorized capital of the Company consisted of an unlimited number of Common Shares without par value, of which 26,315,260 are issued and outstanding as of the date of this Prospectus Supplement. A summary of the material attributes of the Common Shares is set out in the Prospectus under the heading "Description of Share Capital - Common Shares".

S-18

We have entered into a sales agreement with Clear Street, under which we may offer and sell our Common Shares from time to time through Clear Street acting as agent. Pursuant to this prospectus supplement and the accompanying base prospectus, we may offer and sell up to $60,000,000 of our Common Shares. Sales of our Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus will be made by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act.

Sales of our Common Shares, if any, under this prospectus supplement and the accompanying base prospectus will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.

Each time we wish to issue and sell our Common Shares under the sales agreement, we will notify Clear Street of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Once we have so instructed Clear Street, unless Clear Street declines to accept the terms of such notice, Clear Street has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of Clear Street under the sales agreement to sell our Common Shares are subject to a number of conditions that we must meet.

The settlement of sales of shares between us and Clear Street is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales of our Common Shares as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and Clear Street may agree upon. Pursuant to recent amendments to Rule 15c6-1 of the Exchange Act, settlement for any securities offered under this prospectus supplement on or after May 28, 2024, may occur on the first business day that is also a trading day following the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We will pay Clear Street a commission equal to 3.0% of the aggregate gross proceeds we receive from each sale of our Common Shares. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse Clear Street for the fees and disbursements of its counsel, payable upon execution of the sales agreement, in an amount not to exceed U.S.$85,000, in addition to certain ongoing disbursements of its legal counsel. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to Clear Street under the terms of the sales agreement, will be approximately U.S.$250,000. The remaining sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.

Clear Street will provide written confirmation to us before the open on The Nasdaq Global Market on the day following each day on which our Common Shares are sold under the sales agreement. Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such sales and the proceeds to us.

In connection with the sale of our Common Shares on our behalf, Clear Street may be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of Clear Street will be deemed to be underwriting commissions or discounts. We have agreed to indemnify Clear Street against certain civil liabilities, including liabilities under the Securities Act. We have also agreed to contribute to payments Clear Street may be required to make in respect of such liabilities.

The offering of our Common Shares pursuant to the sales agreement will terminate as permitted therein.

This summary of the material provisions of the sales agreement does not purport to be a complete statement of its terms and conditions. A copy of the sales agreement will be filed as an exhibit to a current report on Form 6-K and incorporated by reference into the registration statement of which this prospectus supplement forms a part.

S-19

Clear Street and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, Clear Street may actively trade our securities for its own account or for the accounts of customers, and, accordingly, Clear Street may at any time hold long or short positions in such securities.

The Common Shares offered hereby have not been qualified for sale under the securities laws of any province or territory of Canada and the Common Shares will only be sold on the facilities of an exchange or market outside Canada to purchasers who we have no reason to believe are resident in Canada and, in all other cases, to purchasers who are not located or resident in Canada.

A prospectus in electronic format may be made available on a website maintained by Clear Street, and Clear Street may distribute the prospectus supplement and the accompanying prospectus electronically. The address of the Agent is Clear Street LLC, 4 World Trade Center, Floor 45, New York, NY 10007.

S-20

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the ownership, and disposition of Common Shares acquired pursuant to this offering.

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 considerations that may apply to a U.S. Holder arising from and relating to 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 to such U.S. Holder, including, without limitation, specific tax consequences to a U.S. Holder under an applicable income tax treaty. 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. This summary does not address the U.S. federal alternative minimum, U.S. federal net investment income, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisor regarding the U.S. federal income, U.S. federal alternative minimum, U.S. federal net investment income, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership, and disposition of Common Shares.

No ruling from the Internal Revenue Service, or the "IRS,” has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

This summary is based on the Internal Revenue Code of 1986, as amended, or the "Code," Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between the United States of America and Canada with respect to Taxes on Income and on Capital of 1980, as amended (the “Treaty”), and U.S. court decisions that are applicable, and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed at any time, and any such change could be applied retroactively. 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 or prospective basis.

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Common Shares acquired pursuant to this offering that is for U.S. federal income tax purposes:

S-21

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a "functional currency" other than the U.S. dollar; (e) own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are partnerships or other flow-through entities (and partners or other owners thereof); (i) are S corporations (and shareholders thereof); (j) hold Common Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States; or (k) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding shares of the Company. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal income tax consequences relating to the ownership and disposition of Common Shares. This summary does not address any U.S. state or local tax consequences, non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences, the application of special tax accounting rules under Section 451(b) of the Code or the Medicare contribution tax on net investment income. Accordingly, U.S. Holders should consult their own tax advisor regarding the consequences of the foregoing on the ownership and disposition of Common Shares.

If an entity or arrangement that is classified as a partnership (or other "pass-through" entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to any such partner (or owner). Partners (or other owners) of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares.

The following discussion is subject in its entirety to the rules described below under the heading "Passive Foreign Investment Company Rules."

Dividends received on Common Shares by corporate U.S. Holders generally will not be eligible for the "dividends received deduction" allowed to corporations under the Code with respect to dividends received from domestic corporations. Subject to applicable limitations and provided either that the Company is eligible for the benefits of the Treaty or the Common Shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as defined below) in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

S-22

A U.S. Holder will generally 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 such 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, at the time of the sale or other disposition, such Common Shares are held for more than one year.

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.

If the Company were to constitute a "passive foreign investment company,” or "PFIC," for any year during a U.S. Holder's holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of Common Shares. The Company believes that it was not a PFIC for its tax year ended April 30, 2023. However, while the Company does not intend to become a PFIC for its current tax year or in the future, based on the cash raised in this offering and current business plans and financial expectations, the Company may be a PFIC for its current tax year and may be a PFIC in the future. The Company’s PFIC classification for its current or future tax years may depend on, among other things, how quickly the Company may raise cash pursuant to this offering, the manner in which, and how quickly, the Company utilizes its cash on hand and the cash proceeds received from this offering, as well as on changes in the market value of Common Shares. Whether the Company is a PFIC for any taxable year will also depend on the composition of its income and the composition, nature and value of its assets from time to time (including the value of its goodwill, which may be determined by reference to the value of the Common Shares, which could fluctuate)No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually. In addition, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that the Company has never been, is not, and will not become a PFIC for any tax year during which U.S. Holders hold Common Shares.

In any year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

The Company generally will be a PFIC if, after the application of certain "look-through" rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary, for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income, or the "income test," or (b) 50% or more of the value of the Company's assets either produce passive income or are held for the production of passive income (the "asset test"), based on the quarterly average of the fair market value of such assets. "Gross income" generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and "passive income" generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. In addition, for purposes of the PFIC income test and asset test described above and assuming certain other requirements are met, “passive income” does not include certain 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 and certain other requirements are satisfied. Passive assets generally include cash and assets readily convertible into cash.

S-23

Under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of any subsidiary of the Company which is also a PFIC, or a “Subsidiary PFIC,” and will be subject to U.S. federal income tax on (i) a distribution on the shares of a Subsidiary PFIC or (ii) a disposition of shares of a Subsidiary PFIC, both as if the holder directly held the shares of such Subsidiary PFIC.

If the Company were a PFIC in any tax year during which a U.S. Holder held Common Shares, such holder generally would be subject to special rules with respect to "excess distributions" made by the Company on the Common Shares and with respect to gain from the disposition of Common Shares. An "excess distribution" generally is defined as the excess of distributions with respect to the Common Shares received by a U.S Holder in any tax year over 125% of the average annual distributions such U.S. Holder has received from the Company during the shorter of the three preceding tax years, or such U.S. Holder's holding period for the Common Shares. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the Common Shares ratably over its holding period for the Common Shares. Such amounts allocated to the year of the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments of tax would apply.

Alternatively, if the Company is a PFIC and if the Common Shares are “regularly traded” on a “qualified exchange,” a U.S. Holder could make a mark-to-market election that would result in tax treatment different from the general tax treatment described in the preceding paragraph. The Common Shares would be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of the Common Shares are traded on a qualified exchange, including The Nasdaq Global Market, on at least 15 days during each calendar quarter. The Common Shares are listed on The Nasdaq Global Market, although no assurance can be given that they will be regularly traded on The Nasdaq Global Market. U.S. Holders should consult with their own tax advisors regarding potential availability of the mark-to-market election.

If the Company is a PFIC and a U.S. Holder makes the mark-to-market election, the U.S. Holder generally will recognize as ordinary income any excess of the fair market value of the Common Shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the Common Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the Common Shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of Common Shares in a year when the Company is a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC.

A timely election to treat a PFIC as a qualified electing fund under Section 1295 of the Code, or a QEF Election, would result in alternative treatment for any tax year in which the Company is a PFIC. If a U.S. Holder makes a QEF Election for the first tax year of such U.S. Holder’s holding period in which the Company is classified as a PFIC, then such U.S. Holder generally would not be subject to the PFIC rules described above. Instead, a U.S. Holder that makes a timely and effective QEF Election will currently include in gross income such U.S. Holder’s (a) pro rata share of the Company’s ordinary earnings as ordinary income and (b) pro rata share of the Company’s net capital gain as long-term capital gain, regardless of whether the Company has made any distributions of such earnings or gain. The U.S. Holder’s basis in its Common Shares would be increased to reflect the amount of such income inclusions. Generally, for this purpose, “ordinary earnings” are the excess of the Company’s (a) “earnings and profits” over (b) net capital gain, and “net capital gain” is the excess of the Company’s (a) net long-term capital gain over (b) net short-term capital loss.

A U.S. Holder that has made such a timely and effective QEF Election generally may receive a distribution tax-free as a return of capital to the extent that such distribution represents “earnings and profits” that were previously included in income by the U.S. Holder because of such QEF Election and such distribution will reduce such U.S. holder’s adjusted tax basis in its Common Shares to reflect the amount allowed as a tax free distribution because of such QEF Election. A U.S. Holder that makes a QEF Election would generally recognize capital gain or loss on the sale, exchange or other taxable disposition of its Common Shares.

S-24

However, a U.S. Holder will only be able to make a QEF Election if the Company provides such U.S. Holder with certain tax information annually. For each tax year, if any, that the Company is a PFIC, the Company can provide no assurances that it will satisfy the record keeping requirements of a PFIC, or that it will make available to U.S. Holders the information such U.S. Holders require to make a QEF Election with respect to the Company or any Subsidiary PFIC. Furthermore, if the IRS determines that the Company was a PFIC for a year with respect to which the Company had determined that it was not (or believed it was not) a PFIC, it might be too late for a U.S. Holder to make a timely QEF Election, unless the U.S. Holder qualifies under the applicable Treasury Regulations to make a retroactive (late) election. U.S. Holders should consult their own tax advisors regarding the making of any such QEF Election.

Certain additional adverse rules may apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether the U.S. Holder makes a mark-to-market or QEF Election. These rules include special rules that apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of Common Shares, and the availability of certain U.S. tax elections under the PFIC rules.

The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange, or other taxable disposition of Common Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Dividends paid on the Common Shares will be treated as foreign-source income, and generally will be treated as "passive category income" or "general category income" for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of Common Shares generally will be United States source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Treaty may elect to treat such gain or loss as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the "Foreign Tax Credit Regulations") impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Treasury Department has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules and the Foreign Tax Credit Regulations discussed above, 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. 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 that is 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. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder's particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

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Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U. S. Holders may be subject to these reporting requirements unless their Common Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares will generally be subject to information reporting and backup withholding tax, currently at the rate of 24%, 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, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules generally 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 in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.

Certain legal matters related to the securities offered by this Prospectus Supplement will be passed upon on the Company's behalf by Norton Rose Fulbright Canada LLP, and on the Agent's behalf by Osler, Hoskin & Harcourt LLP, with respect to matters of Canadian law. Certain legal matters relating to United States law with respect to the offering will be passed upon on the Company's behalf by Dorsey & Whitney LLP, and on behalf of Clear Street LLC by Cooley LLP, New York, New York.

The auditors of the Company are Grant Thornton LLP, at its offices located at 200 South 6th St Suite 1400, Minneapolis, MN 55402. Grant Thornton LLP is independent from the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

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The transfer agent and registrar for the Common Shares in Canada is Computershare Trust Company of Canada at its principal offices in Vancouver, British Columbia.

The following documents have been or will be filed with the SEC as part of the Registration Statement of which this Prospectus Supplement forms a part: (i) the documents referred to under "Documents Incorporated by Reference" in this Prospectus Supplement; (ii) the consent of the Company's auditors Grant Thornton LLP; (iii) the consent of the Company's former Canadian counsel Lavery de Billy, LLP.; (iv) the consent of the Company's former British Columbia counsel Bennett Jones LLP; (v) the consent of the Company's current British Columbia counsel Norton Rose Fulbright Canada LLP; (vi) powers of attorney from directors and officers of the Company; and (vii) a form of indenture relating to the issuance of debt securities of the Company.

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ImmunoPrecise Antibodies Ltd. (the "Company") may offer and issue from time to time (each an "Offering") any (i) common shares in the capital of the Company (the "Common Shares") or preferred shares in the capital of the Company (the "Preferred Shares" and together with the Common Shares, the "Equity Securities"), (ii) bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description (collectively, "Debt Securities"), (iii) warrants to purchase Equity Securities and warrants to purchase Debt Securities (collectively, the "Warrants"), (iv) units comprised of one or more of the other securities described herein ("Units"), (v) subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, Equity Securities, Debt Securities, Warrants, or Units ("Subscription Receipts", and together with the Equity Securities, Debt Securities, Warrants and Units, the "Securities") of up to $300,000,000 aggregate initial offering price of Securities (or the equivalent thereof in one or more foreign currencies or composite currencies, including United States dollars) during the 36-month period that this registration statement (the "Prospectus"), including any amendments thereto remains effective. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of as set forth in an accompanying shelf prospectus supplement (a "Prospectus Supplement").

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Common Shares, the number of Common Shares offered and the offering price; (ii) in the case of Preferred Shares, the designation of the particular class and series, the number of Preferred Shares offered, the offering price, dividend rate, if any, and any other specific terms of the Preferred Shares being offered; (iii) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, the offering price, covenants, events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt is senior or subordinated and any other specific terms of the Debt Securities being offered; (iv) in the case of Warrants, the designation, number and terms of the Equity Securities or Debt Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms of the Warrants being offered; (v) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units and any other specific terms of the Units being offered; and (vi) in the case of Subscription Receipts, the number of Subscription Receipts, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts, the amount and type of securities that holders thereof will receive upon exchange thereof and any other specific terms of the Subscription Receipts being offered. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities. See "Plan of Distribution".

All shelf information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Applicable securities legislation requires the delivery to purchasers of a Prospectus Supplement containing the omitted information within a specified period of time after agreeing to purchase any of these Securities, except in cases where an exemption from such delivery requirement is available. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the Offering and sale of the Securities and will set forth the terms of the Offering of the Securities, the method of distribution of the Securities including, to the extent applicable, the proceeds we will receive and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.

The Common Shares are listed for trading on the Nasdaq Capital Market ("NASDAQ") under the trading symbol "IPA". On July 7, 2023, being the last trading day prior to the date hereof, the closing price of the Common Shares on the NASDAQ was $2.99. Unless otherwise specified in an applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Units and Warrants will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which these Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing of any Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. See "Risk Factors".

The Company's head office is located at 3204 - 4464 Markham Street, Victoria, British Columbia V8Z 7X8 and its registered and records office is located at 1800 - 510 West Georgia Street, Vancouver, British Columbia V6B 0M3.

We have prepared this Prospectus in accordance with United States disclosure requirements. Our financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and thus may not be comparable to financial statements of United States companies.

Purchasers of the Securities should be aware that the acquisition of the Securities may have tax consequences in the United States and in Canada. Such consequences for purchasers who are resident in, or citizens of, the United States, or who are resident in Canada may not be described fully herein or in any applicable Prospectus Supplement. Purchasers of the Securities should read the tax discussion contained in the applicable Prospectus Supplement with respect to a particular Offering of Securities.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that IPA is incorporated and governed under the laws of the Province of British Columbia, Canada, that some of our officers and directors are residents of countries other than the United States, that some or all of the underwriters, if any, may be residents of a foreign country, and a substantial portion of our assets and some of said persons are located outside the United States.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

Investing in the Securities involves a high degree of risk. Prospective purchasers of the Securities should carefully consider all the information in this Prospectus and in the documents incorporated by reference in this Prospectus. See "Risk Factors" beginning on page 13 of this Prospectus

In this Prospectus, all references to "dollars" or "$" are references to United States dollars unless otherwise specified

Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide anyone with any different or additional information. If anyone provides any different or additional information, prospective investors should not rely on it. The Company is not making an offer to sell or seeking an offer to buy the Securities offered pursuant to this Prospectus in any jurisdiction where the offer or sale is not permitted. Prospective investors should assume that the information contained in this Prospectus or any applicable Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or any applicable Prospectus Supplement or of any sale of Securities pursuant thereto. The Company's business, financial condition, results of operations and prospects may have changed since those dates.

Statistical information and other data relating to the pharmaceutical and biotechnology industry included in this Prospectus and any applicable Prospectus Supplement are derived from industry reports published by industry analysts, industry associations and/or independent consulting and data compilation organizations. Market data and industry forecasts used throughout this Prospectus and any applicable Prospectus Supplement were obtained from various publicly available sources. Although the Company believes that these independent sources are generally reliable, the accuracy and completeness of such information is not guaranteed and has not been independently verified.

This Prospectus, together with the documents incorporated by reference herein and therein, contains forward-looking statements and information about the Company which reflect management's expectations regarding the Company's future growth, results of operations, operational and financial performance and business prospects and opportunities. In addition, the Company may make or approve certain statements or information in future filings with Canadian securities regulatory authorities, in news releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements or forward-looking information. All statements and information, other than statements or information of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and information, including, but not limited to statements and information preceded by, followed by, or that include words such as "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intends", "plan", "forecast", "budget", "schedule", "project", "estimate", "outlook", or the negative of those words or other similar or comparable words.

Forward-looking statements and information involve significant risks, assumptions, uncertainties and other factors that may cause actual future performance, achievements or other realities to differ materiality from those expressed or implied in any forward-looking statements or information and, accordingly, should not be read as guarantees of future performance, achievements or realities. Although the forward-looking statements and information contained in this Prospectus and the documents incorporated by reference therein reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements and information. A number of risks and factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward-looking statements and information. Such risks and factors include, but are not limited to, the following: