U.S.$250,000,000
Common Shares
Debt Securities
Subscription Receipts
Warrants
Units
The amended and restated short form base shelf prospectus dated December 15, 2025 (the "Prospectus") of NervGen Pharma Corp. ("NervGen" or the "Company") is hereby amended by this amendment to increase the aggregate amount of securities that may be offered from time to time under the Prospectus from U.S.$150,000,000 to U.S.$250,000,000. Capitalized terms used but not otherwise defined in this amendment have the meanings ascribed thereto in the Prospectus.
Specifically, the Prospectus is amended by deleting all references to "U.S.$150,000,000" contained on the face page of the Prospectus and substituting "U.S.$250,000,000" therefor. The first paragraph of the text on the face page of the Prospectus, as so amended, is deleted and replaced with the following:
"This amended and restated prospectus relates to the offering for sale from time to time by NervGen Pharma Corp. ("NervGen" or the "Company") during the 25-month period that this prospectus, including any amendments hereto, remains effective, of up to U.S.$250,000,000 in the aggregate, in one or more series or issuances, of (i) common shares ("Common Shares") in our capital, (ii) our debt securities ("Debt Securities"), (iii) subscription receipts exercisable for equity securities and/or other securities ("Subscription Receipts"), (iv) warrants to purchase Common Shares or Debt Securities ("Warrants") and, (v) units comprised of one or more of the other securities described in this prospectus in any combination ("Units"). The securities may be offered by us or by our security holders. The 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 the sale and set forth in an accompanying prospectus supplement. This prospectus may qualify an "at-the-market distribution", as defined in National Instrument 44-102 — Shelf Distributions (an "ATM Distribution")."
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