NVCN Neovasc Inc

Nasdaq

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DESCRIPTION OF SHARE CAPITAL

        Our authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of July 10, 2018, there were 1,875,216,663 Common Shares issued and outstanding, 10,087,351 Common Shares issuable upon exercise of outstanding stock options and an indeterminable number of Common Shares issuable upon exercise of warrants and Notes issued pursuant to the 2017 Financings. For a description of the securities and capital structure of the Company, see " Operating and Financial Review and Prospects  —  Outstanding Share Data " and "Additional Information — Share Capital" in the 20-F.

DESCRIPTION OF WARRANTS

        The material terms and provisions of the Warrants are summarized below. Certain capitalized terms used in this section are defined in the form of Series A Warrant, the form of Series B Warrant and the form of Series C Warrant. The following summary is subject to, and is qualified in its entirety by reference to, the form of Series A Warrant, the form of Series B Warrant and the form of Series C Warrant, each of which has been filed on SEDAR under our profile at www.sedar.com and furnished to the SEC as an exhibit to a Report on Form 6-K at www.sec.gov. You should review a copy of the form of Series A Warrant, the form of Series B Warrant and the form of Series C Warrant for a complete description of the terms and conditions applicable to the Warrants. As of the date of this prospectus supplement there are 34,628,148 Series A Warrants and 1,322,192 Series C Warrants issued and outstanding, and 1,322,192 Series A Warrants and 1,322,192 Series B Warrants issuable upon exercise of the outstanding Series C Warrants.

Series A Warrants

        The Series A Warrants are exercisable from the date of issuance, and at any time prior to 11:59 p.m. (New York time) on the date that is five years after the date of issuance. The Series A Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice, thereby canceling all or a portion of the Series A Warrant. No fractional Warrant Shares will be issued in connection with the exercise of a Series A Warrant. Any entitlement to Series A Warrant Shares shall be rounded to the nearest whole Series A Warrant Share. The holders do not have the right to exercise any portion of the Series A Warrant if the holder (together with its affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 9.99% of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A Warrants.

        Each Series A Warrant represents the right to purchase one Series A Warrant Share at a notional exercise price equal to US$1.61 per Series A Warrant Share (the " Series A Exercise Price "), subject to adjustment. The notional exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares. The Series A Warrants are subject to full ratchet anti-dilution provisions in certain circumstances. Pursuant to these provisions, if the Company issues or sells, or is deemed to have issued or sold by issuance of options or convertible securities in accordance with the Series A Warrant, any Common Shares for a consideration per share (the " New Issuance Price ") less than the Series A Exercise Price, then immediately after such dilutive issuance, the Series A Exercise Price then in effect shall be reduced to the New Issuance Price. If the Company issues options or convertible securities, the holder of a Series A Warrant may elect to replace the Series A Exercise Price with the variable price of such option or convertible security in accordance with the terms of the Series A Warrant. If there is a stock split, stock dividend, stock combination or similar transaction and the market price at the time of the event is lower than the Series A Exercise Price, the Series A Exercise Price will be adjusted accordingly. Simultaneously with any adjustment to the Series A Exercise Price as described above, the number of Series A Warrant Shares that may be purchased upon exercise of the Series A Warrants shall be increased or decreased proportionately so that after such adjustment the Series A Exercise Price payable under the adjusted number of Series A Warrant Shares is equal to the Series A Exercise Price in effect immediately prior to the Series A Exercise Price adjustment.

        If there is any share split, share dividend, share combination, recapitalization or other similar transaction involving the Common Shares (each, a " Share Combination Event ") at any time after the issuance of a Series A

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Warrant and the Event Market Price (as defined in the Series A Warrant) is less than the Series A Exercise Price then, on the sixteenth trading day following such Share Combination Event, the Series A Exercise Price then in effect will be reduced to the Event Market Price.

        If, at the time a holder exercises its Series A Warrant, there is no effective registration statement covering the issuance of the shares underlying the Series A Warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Common Shares determined according to a formula set forth in the Series A Warrant.

        The Series A Warrant holders are entitled to participate in any dividends or other distributions by the Company and the sale, by the Company, of any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the shareholders of the Common Shares as if they had exercised their Series A Warrant and were holders of the Series A Warrant Shares.

        In the event of a Fundamental Transaction and at the request of the holder of the Series A Warrant, the Company must purchase the Series A Warrant from such holder on the date of such request by paying to the holder cash in an amount equal to the value of the unexercised Series A Warrants according to the Black Scholes Option Pricing Model. In the event of a default and if the Series A Warrant holder currently holds Notes, the Company must, at the Series A Warrant holder's request, purchase the Series A Warrant from the holder in cash according to the Black Scholes Option Pricing Model.

        Subject to applicable laws, the Series A Warrants may be offered for sale, sold, transferred or assigned without our consent.

Series B Warrants

        The Series B Warrants are exercisable beginning on the date that is two months following the date of issuance, and at any time prior to 11:59 p.m. (New York time) on the date that is two years after the date of issuance. The Series B Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice, thereby canceling all or a portion of the Series B Warrant. No fractional Warrant Shares will be issued in connection with the exercise of a Series B Warrant. Any entitlement to Series B Warrant Shares shall be rounded to the nearest whole Series B Warrant Share. The holder will not have the right to exercise any portion of the Series B Warrant if the holder (together with its affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 9.99% of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series B Warrants.

        Each Series B Warrant represents the right to purchase one Series B Warrant Share at a notional exercise price equal to US$1.61 per Series B Warrant Share (the " Series B Exercise Price "), subject to adjustment. The notional exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares. The Series B Warrants are subject to full ratchet anti-dilution provisions in certain circumstances. Pursuant to these provisions, if the Company issues or sells, or is deemed to have issued or sold by issuance of options or convertible securities in accordance with the Series B Warrant, any Common Shares for the New Issuance Price less than the Series B Exercise Price, then immediately after such dilutive issuance, the Series B Exercise Price then in effect shall be reduced to the New Issuance Price. If the Company issues options or convertible securities, the holder of a Series B Warrant may elect to replace the Series B Exercise Price with the variable price of such option or convertible security in accordance with the terms of the Series B Warrant. If there is a stock split, stock dividend, stock combination or similar transaction and the market price at the time of the event is lower than the Series B Exercise Price, the Series B Exercise Price will be adjusted accordingly. Simultaneously with any adjustment to the Series B Exercise Price as described above, the number of Series B Warrant Shares that may be purchased upon exercise of the Series B Warrants shall be increased or decreased proportionately so that after such adjustment the Series B Exercise Price payable under the adjusted number of Series B Warrant Shares is equal to the Series B Exercise Price in effect immediately prior to the Series B Exercise Price adjustment.

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        If there is a Share Combination Event at any time after the issuance of a Series B Warrant and the Event Market Price (as defined in the Series B Warrant) is less than the Series B Exercise Price then, on the sixteenth trading day following such Share Combination Event, the Series B Exercise Price then in effect will be reduced to the Event Market Price.

        If, at the time a holder exercises its Series B Warrant, there is no effective registration statement covering the issuance of the shares underlying the Series B Warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Common Shares determined according to a formula set forth in the Series B Warrant.

        The Series B Warrant holders are entitled to participate in any dividends or other distributions by the Company and the sale, by the Company, of any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the shareholders of the Common Shares as if they had exercised their Series B Warrant and were holders of the Series B Warrant Shares.

        In the event of a Fundamental Transaction and at the request of the holder of the Series B Warrant, the Company must purchase the Series B Warrant from such holder on the date of such request by paying to the holder cash in an amount equal to the value of the unexercised Series B Warrants according to the Black Scholes Option Pricing Model. In the event of a default (as defined in the Notes) and if the Series B Warrant holder currently holds Notes, the Company must, at the Series B Warrant holder's request, purchase the Series B Warrant from the holder in cash according to the Black Scholes Option Pricing Model.

        Subject to applicable laws, the Series B Warrants may be offered for sale, sold, transferred or assigned without our consent.

        At any time two months after the issuance of the Series B Warrants and prior to their expiration, the holder of the Series B Warrant may, in its sole discretion, exercise the Series B Warrant in whole or in part and, in lieu of making any cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the exercise price, elect instead to receive upon such exercise a number of Series B Warrant Shares equal to the "Alternate Net Number" (the " Alternate Net Number "). The Alternate Net Number is equal to the product of (i) the quotient obtained by dividing (x) the total number of Series B Warrant Shares with respect to which the Series B Warrant is being exercised and (y) the maximum number of Series B Warrant Shares (as adjusted for share splits, share dividends, share combinations, recapitalizations or other similar events) initially issuable upon a cash exercise of the Series B Warrant on the date of issuance and (ii) the quotient obtained by dividing (A) the difference obtained by subtracting (x) the lowest daily volume weighted average price during the ten trading days period ending on and including such exercise date (the " Market Price ") from (y) the exercise price as of the subscription date (as adjusted for share splits, share dividends, share combinations, recapitalizations or other similar events) by (B) 85% of the Market Price.

        The effect of the Alternate Net Number mechanism is that the number of Series B Warrant Shares issuable increases as the Market Price falls. As an example, if the Market Price at the time of exercise is US$0.04, being the last trading price of the Common Shares on the Nasdaq prior to the date thereof, as of the exercise date, then, if the holders exercise all of the Series B Warrants for the Alternate Net Number a total of 60,898,608 Series B Warrant Shares will be issued. Further, if the Market Price at the time of exercise is US$0.0281 as of the exercise date, then, if the holders exercise all of the Series B Warrants for the Alternate Net Number a total of 87,568,580 Series B Warrant Shares will be issued.

Series C Warrants

        The Series C Warrants are exercisable beginning on the date of issuance, and at any time prior to 11:59 p.m. (New York time) on the date that is two years after the date of issuance. Each Series C Warrant may be exercised for a Series C Unit, with each Series C Unit being comprised of a Series C Warrant Share, a Series A Warrant and a Series B Warrant. The Series C Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice, thereby canceling all or a portion of the Warrant. No fractional Series C Unit Shares will be issued in connection with the exercise of a Series C Warrant. Any entitlement to Series C Unit Shares shall be rounded to the nearest whole Series C Unit Share. The holder will

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not have the right to exercise any portion of the Series C Warrant if the holder (together with its affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 9.99% of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series C Warrants.

        Each Series C Warrant represents the right to purchase one Series C Unit at a notional exercise price equal to US$1.46 per Series C Unit, subject to adjustment. The notional exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares. In addition, any Series A Warrant or Series B Warrant issued will be adjusted for any events which occur between the closing date of the 2017 Public Transaction and the exercise of the Series C Warrants so that any newly issued Series A Warrant and Series B Warrant will be adjusted to reflect such event as if such Series A Warrant and Series B Warrant were issued on the date of such event.

        The Company is restricted from entering into or being party to a Fundamental Transaction unless (i) the successor entity assumes in writing all of the obligations of the Company under the Series C Warrant and other transaction documents, including entering into agreements to deliver to the holder in exchange for the Series C Warrant a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the Series C Warrant; and (ii) the successor entity is a publicly traded corporation listed on an Eligible Market (as defined in the Series C Warrants). In addition, prior to a Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange for Common Shares, the Company shall make appropriate provision to ensure that the holder of a Series C Warrant will have the right to receive, upon an exercise of the Series C Warrants any time after the consummation of the Fundamental Transaction and prior to the expiration of their Series C Warrants, and in lieu of the Series C Warrant Shares, such securities, cash or any other property which the holder would have been entitled to receive under the Fundamental Transaction had the Series C Warrant been exercised immediately prior to the Fundamental Transaction

        Subject to applicable laws, the Series C Warrants may be offered for sale, sold, transferred or assigned without our consent.

CONSOLIDATED CAPITALIZATION

        Since March 31, 2018, the date of our financial statements for the most recently completed financial period, there have been no material changes in our consolidated share and loan capital other than as outlined under " Prior Sales ". For information on the issuance of shares pursuant to the exercise of options pursuant to our incentive stock option plan and warrants, see " Prior Sales ".

PLAN OF DISTRIBUTION

        This prospectus supplement relates to the issuance, from time to time, during the 25-month period that the Prospectus, including any amendments thereto, remains valid, of (i) up to 124,841,112 Common Shares of the Company upon exercise of 35,950,340 Series A Warrants, 1,322,192 Series B Warrants and 1,322,192 Series C Warrants, as applicable, issued by the Company pursuant to the 2017 Public Transaction, including Common Shares issuable upon exercise of the Series A Warrants and Series B Warrants underlying the Series C Warrants, (ii) up to 1,322,192 Series C Units, and 1,322,192 Series A Warrants and 1,322,192 Series B Warrants underlying such Series C Units, issuable upon exercise of the Series C Warrants, and (iii) such indeterminate number of additional Common Shares that may be issuable by reason of the anti-dilution provisions governing the Warrants. Such Units, Warrants and Warrant Shares are issuable until the respective expiry dates of the Warrants, in accordance with their terms, as described in the section " Description of Warrants ".

        On November 10, 2017, we filed a prospectus supplement to our short form base shelf prospectus dated June 9, 2016 with the securities commission or similar regulatory authority in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and a prospectus supplement to our registration statement on Form F-10 (File No. 333-211325), initially filed on May 12, 2016 with the SEC, relating to the 2017 Public Transaction. In connection with the 2017 Public Transaction, the Company entered into an underwriting agreement dated November 9, 2017 with Canaccord Genuity Equity (the " Underwriter ") pursuant to which the

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Company agreed to sell and the Underwriter agreed to purchase from the Company 6,609,588 Series A Units and 19,066,780 Series B Units at a price of US$1.46 per Unit for aggregate gross proceeds of US$37,487,497, less the underwriting commission, payable in cash to the Company against delivery.

        This prospectus supplement registers the issuance of the Units, Warrants and Common Shares upon exercise of the Warrants under the Securities Act, in accordance with the multi-jurisdictional disclosure system adopted by the SEC and the securities commission or similar regulatory authority in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. This Prospectus Supplement does not qualify in any of the provinces or territories of Canada the distribution of the securities to which it relates.

        The Units, Warrants and Common Shares to which this prospectus supplement relates will be sold directly by the Company to the holders of Warrants on the exercise of such Warrants. No underwriter, dealer or agent will be involved in these sales.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of the anticipated U.S. federal income tax considerations generally applicable to a "U.S. Holder" of the ownership and disposition of Common Shares acquired upon the exercise of Series A Warrants and Series B Warrants and of the ownership and disposition of Series C Units, each consisting of a Common Share, a Series A Warrant and a Series B Warrant, acquired upon the exercise of Series C Warrants. This summary addresses only holders who hold Warrants and will hold Common Shares and Warrants as capital assets (generally, property held for investment purposes). This summary does not address all potentially relevant U.S. federal income tax matters, and unless otherwise specifically provided, it does not address any state, local, foreign, alternative minimum, unearned income "Medicare" contribution, estate or gift tax consequences of holding or disposing of Warrants or Common Shares.

        As used herein, the term "U.S. Holder" means any beneficial owner of Warrants or Common Shares, who, for U.S. federal income tax purposes, is: (i) a citizen or individual resident of the United States; (ii) a corporation (or other entity classified as a corporation for U.S. federal tax purposes) organized under the laws of the United States or of any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, and (iv) a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) that has elected to be treated as a U.S. person under applicable U.S. Treasury Regulations.

        If a partnership (or other entity or arrangement treated as a partnership for U.S. federal tax purposes) holds Warrants or Common Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partnerships (or other entities or arrangements classified as a partnership for U.S. federal tax purposes) holding Warrants or Common Shares, and their partners and other owners, should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

        This summary is based on the Canada-United States Income Tax Convention (1980), as amended, the U.S. Internal Revenue Code of 1986, as amended (the " Code "), administrative pronouncements and rulings of the IRS, judicial decisions and existing and proposed U.S. Treasury Regulations, changes to any of which subsequent to the date of this prospectus supplement may affect the tax consequences described herein, possibly on a retroactive basis. This summary is for general guidance only and does not address the consequences applicable to certain categories of shareholders subject to special treatment under the Code, including tax-exempt organizations, pass-through entities, certain financial institutions, insurance companies, qualified retirement plans, individual retirement accounts or other tax-deferred accounts, persons that hold Warrants or Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale or other arrangement involving more than one position, persons that acquired Warrants or Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services, dealers in securities or foreign currencies, traders in securities that elect to use a mark-to-market method of accounting, U.S. persons whose functional currency (as defined in the Code) is not the U.S. dollar, former citizens or permanent residents of the United States, or persons that own directly, indirectly or constructively 10% or more of our shares by voting power or by value. Holders and prospective investors should consult their own tax

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advisors with regard to the application of the income tax laws of the United States and any other taxing jurisdiction to their particular circumstances.

The Warrants

Exercise of the Series A Warrants and the Series B Warrants

        A U.S. Holder will generally not recognize gain or loss on the exercise of a Series A Warrant or a Series B Warrant and the related receipt of a Common Share. A U.S. Holder's initial tax basis in the Common Share received on the exercise of a Series A Warrant or a Series B Warrant should generally be equal to the sum of (a) the U.S. Holder's tax basis in such Series A Warrant or Series B Warrant (as applicable) plus (b) the exercise price paid by the U.S. Holder. A U.S. Holder's holding period for the Common Share received on the exercise of a Series A Warrant or a Series B Warrant should generally begin on the day after the date that the Series A Warrant or the Series B Warrant is exercised.

        In certain circumstances, a U.S. Holder may be permitted to undertake a cashless exercise of Series A Warrants or Series B Warrants into Common Shares. The U.S. federal income tax treatment of a cashless exercise of Series A Warrant or a Series B Warrant is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of a Series A Warrant or a Series B Warrant described in the preceding paragraph. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of a cashless exercise of Series A Warrants and Series B Warrants.

Exercise of the Series C Warrants

        A U.S. Holder will generally not recognize gain or loss on the exercise of a Series C Warrant and the related receipt of a Series C Unit comprised of a Common Share, a Series A Warrant and a Series B Warrant. A U.S. Holder's total initial tax basis in the Common Share, Series A Warrant and the Series B Warrant received on the exercise of a Series C Warrant should generally be equal to the sum of (a) the U.S. Holder's tax basis in such Series C Warrant plus (b) the exercise price paid by the U.S. Holder, allocated to each of the Common Share, Series A Warrant and the Series B Warrant based on their respective fair market values at the time of exercise. A U.S. Holder's holding period for the Common Share received on the exercise of a Series C Warrant should generally begin on the day after the date that the Series C Warrant is exercised.

Sale, Exchange or Other Taxable Disposition of the Warrants

        A U.S. Holder generally will recognize capital gain or loss on the sale, exchange or other taxable disposition of a Series A Warrant or a Series B Warrant in an amount equal to the difference between the amount realized on such sale, exchange or other taxable disposition (or, if the amount realized is denominated in Canadian dollars, its U.S. dollar equivalent, generally, for U.S. Holders that use the cash method and for electing U.S. Holders that use accrual method, determined by reference to the spot rate of exchange on the date of settlement) and the holder's tax basis of such Warrant. Such gain or loss will be a long-term capital gain or loss if the Warrant has been held for more than one year and will be short-term capital gain or loss if the holding period is equal to or less than one year. Such gain or loss generally will be considered U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Lapse of the Warrants

        Upon the lapse or expiration of a Series A Warrant or a Series B Warrant, a U.S. Holder will recognize a loss in an amount equal to its adjusted tax basis in the Warrant. Subject to the PFIC rules discussed below, any such loss should be a capital loss. Any capital loss recognized by a U.S. Holder will generally be treated as U.S. source loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to limitations.

Certain Adjustments to the Warrants

        The number of Common Shares issuable upon exercise of a Series A Warrant or a Series B Warrant and/or the exercise price per Series A Warrant or a Series B Warrant may be adjusted in certain circumstances. For

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U.S. federal income tax purposes, an adjustment to the number of Common Shares that will be issued on the exercise of a Series A Warrant or a Series B Warrant, or an adjustment to the exercise price of a Series A Warrant or a Series B Warrant, may be treated as a constructive distribution to a U.S. Holder of the Warrant if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder's proportionate interest in the earnings and profits or assets of the Company, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to shareholders of the Company). Subject to the PFIC rules discussed below, any constructive distributions generally will be taxable as a distribution, as described below under "The Common Shares —  Distributions with respect to the Common Shares ." However, adjustments to the exercise price of the a Warrant made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of the interest of the holders of such Warrant generally will not be considered to result in a constructive distribution to a U.S. Holder of such Warrant. U.S. Holders should carefully review the conversion rate adjustment provisions and consult their own tax advisors with respect to the tax consequences of any such adjustment.

The Common Shares

Distributions with respect to the Common Shares

        Subject to the PFIC rules discussed below, a U.S. Holder will generally recognize, to the extent out of our current and accumulated earnings and profits (determined in accordance with U.S. federal income tax principles), dividend income on the receipt of distributions on Common Shares (including amounts withheld to pay Canadian withholding taxes). We do not intend to calculate our earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution will generally be treated as a dividend for U.S. federal income tax purposes.

        The amount of any dividend paid to a U.S. Holder in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will be includible in income in a U.S. dollar value amount by reference to the exchange rate between the U.S. dollar and the Canadian dollar in effect on the date of receipt of such dividend by the U.S. Holder, regardless of whether the Canadian dollars so received are in fact converted into U.S. dollars. A U.S. Holder will have a tax basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. If the Canadian dollars received are converted into U.S. dollars on the date of receipt, the U.S. Holder should generally not be required to recognize foreign currency gain or loss in respect of the dividend. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency gain or loss on a subsequent conversion or other disposition of the Canadian dollars. Such gain or loss will generally be treated as U.S. source ordinary income or loss.

        We believe that we are a "qualified foreign corporation" and therefore, distributions treated as dividends and received by certain non-corporate U.S. Holders will be taxed at preferential rates, provided applicable holding period and certain other requirements are satisfied, including that we are not treated as a PFIC for the year of the distribution or for the prior taxable year. Any amount of such distributions treated as dividends will generally not be eligible for the "dividends received" deduction ordinarily available to certain U.S. corporate shareholders.

        Distributions on Common Shares that are treated as dividends will generally constitute income from sources outside the United States and will generally be categorized for U.S. foreign tax credit purposes as "passive category income." A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of Common Shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all non-U.S. income taxes paid or accrued in such taxable year. The rules relating to U.S. foreign tax credits are complex, and each U.S. Holder should consult its own tax adviser regarding the application of such rules.

Sale, Exchange or Other Taxable Disposition of Common Shares

        Subject to the PFIC rules discussed below, upon a sale, exchange or other taxable disposition of a Common Share, a U.S. Holder will generally recognize a capital gain or loss equal to the difference between the amount

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realized on such sale, exchange or other taxable disposition (or, if the amount realized is denominated in Canadian dollars, its U.S. dollar equivalent, generally, for U.S. Holders that use the cash method and for electing U.S. Holders that use accrual method, determined by reference to the spot rate of exchange on the date of settlement) and the holder's tax basis of such Common Share. Such gain or loss will be a long-term capital gain or loss if the Common Share has been held for more than one year and will be short-term capital gain or loss if the holding period is equal to or less than one year. Such gain or loss will generally be considered U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Rules

        A foreign corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income is "passive income" or (ii) 50% or more of the average quarterly value of its assets produce (or are held for the production of) "passive income." For this purpose, "passive income" generally includes interest, dividends, rents, royalties and certain gains. We currently do not believe that we were a PFIC in the preceding taxable year nor do we anticipate that we will be a PFIC in the current taxable year or in future taxable years. However, the determination as to whether we are a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and is not determinable until after the end of such taxable year. Further, the determination is based in part on the mix, use and value of our assets, which values may be treated as changing for U.S. federal income tax purposes as our market capitalization changes. Because of the above described uncertainties, there can be no assurance that the IRS will not challenge the determination made by us concerning our PFIC status or that we will not be a PFIC for any taxable year. If we were classified as a PFIC in any taxable year during which a U.S. Holder owns our Common Shares or Warrants, certain adverse tax consequences could apply to such U.S. Holder. Certain elections may be available to U.S. Holders of Common Shares, which are not available to U.S. Holders of Warrants, that may mitigate some of the adverse consequences resulting from our treatment as a PFIC. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their investments in Common Shares and Warrants and whether to make an election or protective election.

Required Disclosure with Respect to Foreign Financial Assets

        Certain U.S. Holders are required to report information relating to an interest in Warrants or Common Shares, subject to exceptions (including an exception for Warrants or Common Shares held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in Warrants or Common Shares. U.S. Holders should consult their own tax advisors regarding information reporting requirements relating to their ownership of Warrants and Common Shares.

         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 WARRANTS AND WARRANT SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

        The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the " Tax Act ") and the regulations thereunder (the " Regulations ") generally applicable to an investor who acquires, as beneficial owner, Warrant Shares and who, at all relevant times, for the purposes of the Tax Act (a) deals at arm's length with the Company, (b) is not affiliated with the Company, (c) has acquired and will hold the Warrants as capital property, and (d) will acquire and hold the Warrant Shares as capital property (each, a " Holder "), all within the meaning of the Tax Act. The Warrant Shares and Warrants will generally be considered to be capital property to a Holder unless the Holder holds or uses the Warrant Shares or Warrants, or is deemed to hold or use the Warrant Shares or Warrants, in the course of carrying on a business of trading or dealing in securities or has acquired them or deemed to have acquired them in a transaction or transactions considered to be an adventure in the nature of trade.

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        This summary does not apply to a Holder (a) that is a "financial institution" for purposes of the mark-to-market rules contained in the Tax Act; (b) an interest in which is or would constitute a "tax shelter investment" as defined in the Tax Act; (c) that is a "specified financial institution" as defined in the Tax Act; (d) that is a corporation resident in Canada (for the purpose of the Tax Act) or a corporation that does not deal at arm's length (for purposes of the Tax Act) with a corporation resident in Canada, and that is or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Warrants or Warrant Shares, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in Section 212.3 of the Tax Act; (e) that reports its "Canadian tax results" in a currency other than Canadian currency, all as defined in the Tax Act; (f) that is exempt from tax under the Tax Act; or (g) that has entered into, or will enter into, a "synthetic disposition arrangement" or a "derivative forward agreement" with respect to Warrants or Warrant Shares, as those terms are defined in the Tax Act. Such Holders should consult their own tax advisors with respect to an acquisition of Warrant Shares.

        This summary is based upon the current provisions of the Tax Act and the Regulations in force as of the date hereof, specific proposals to amend the Tax Act and the Regulations (the " Tax Proposals ") which have been announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the current provisions of the Canada-United States Income Tax Convention (1980) (the " Canada-U.S. Tax Convention "), and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the " CRA ").

        This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable in respect of the Warrants or Warrant Shares. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Amounts Determined in Canadian Dollars

        For purposes of the Tax Act, all amounts relating to the Warrant Shares or Warrants must be expressed in Canadian dollars, including cost, adjusted cost base, proceeds of disposition and dividends, and amounts denominated in U.S. dollars must be converted to Canadian dollars using the daily exchange rate published by the Bank of Canada on the particular date the particular amount arose or such other rate of exchange as may be accepted by the CRA. Holders may therefore realize additional income or gain by virtue of changes in foreign exchange rates, and are advised to consult with their own tax advisors in this regard. Currency tax issues are not discussed further in this summary.

Exercise of Warrants

        No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be the aggregate of the Holder's adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder's adjusted cost base of a Warrant will be determined by averaging the cost of that Warrant with the adjusted cost base to the Holder of all other Warrants owned by the Holder as capital property immediately prior to the exercise thereof. The Holder's adjusted cost base of the Warrant Share acquired upon the exercise of a Warrant will be determined by averaging the cost of that Warrant Share with the adjusted cost base to the Holder of all Common Shares of the Company owned by the Holder as capital property immediately prior to such acquisition.

Residents of Canada

        The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is resident or deemed to be resident in Canada at all relevant times (each, a " Resident Holder ").

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Certain Resident Holders whose Warrant Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Warrant Shares, and every other "Canadian security" (as defined by the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. This election does not apply to Warrants. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Taxation of Dividends

        In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Warrant Shares will be included in the Resident Holder's income and be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by an individual from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit for "eligible dividends" properly designated as such by the Company. Taxable dividends received by such Resident Holder may give rise to minimum tax under the Tax Act.

        In the case of a Resident Holder that is a corporation, such dividends (including deemed dividends) received on the Warrant Shares will be included in the Resident Holder's income but generally will be deductible in computing such Resident Holder's taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is in a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

        A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on its "aggregate investment income" (as defined in the Tax Act) for the year, which is defined to include an amount in respect of dividends.

        A Resident Holder that is a "private corporation" or "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Warrant Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the year.

Disposition of Warrant Shares

        A Resident Holder who disposes of, or is deemed to have disposed of, a Warrant Share (other than to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of such Warrant Share exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Warrant Share immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The adjusted cost base to a Resident Holder of a Warrant Share will be determined by averaging the cost of that Warrant Share with the adjusted cost base (determined immediately before the disposition of the Warrant Share) of all other Common Shares held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading "Taxation of Capital Gains and Losses".

Taxation of Capital Gains and Losses

        Generally, one-half of any capital gain (a " taxable capital gain ") realized by a Resident Holder must be included in the Resident Holder's income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an " allowable capital loss ") must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

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        A capital loss realized on the disposition of a Warrant Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on the Warrant Share. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Warrant Shares. A Resident Holder to which these rules may be relevant is urged to consult its own tax advisor.

        Capital gains realized by an individual (including certain trusts) may result in the individual paying minimum tax under the Tax Act.

        A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on its "aggregate investment income" (as defined in the Tax Act) for the year, which is defined to include an amount in respect of taxable capital gains.

Non-Residents of Canada

        The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant times, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, Warrant Shares or Warrants in a business carried on in Canada (each, a " Non-Resident Holder "). The term " U.S. Holder ," for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a "qualifying person" within the meaning of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention based on their particular circumstances.

        Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or an authorized foreign bank (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.

Taxation of Dividends

        Subject to an applicable tax treaty or convention, a dividend paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Warrant Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. In addition, under the Canada-U.S. Tax Convention, dividends may be exempt from such Canadian withholding tax if paid to certain U.S. Holders that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations or qualifying trusts, companies, organizations or arrangements operated exclusively to administer or provide pension, retirement or employee benefits or benefits for the self-employed under one or more funds or plans established to provide pension or retirement benefits or other employee benefits that are exempt from tax in the United States and that have complied with specific administrative procedures.

Disposition of Warrant Shares

        A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of Warrant Shares, unless the Warrant Shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition and are not "treaty-protected property" (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition.

        Generally, as long as the Warrant Shares are then listed on a designated stock exchange (which currently includes the TSX and the Nasdaq), the Warrant Shares will not constitute taxable Canadian property of a

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Non-Resident Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a ) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm's length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder or persons which do not deal at arm's length with the Non-Resident Holder, or any combination of them, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b ) more than 50% of the fair market value of the Warrant Shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists). The Tax Act may also deem the Warrant Shares to be taxable Canadian property in certain circumstances.

        In the case of a U.S. Holder, the Warrant Shares of such U.S. Holder will generally constitute "treaty - protected property" for purposes of the Tax Act unless the value of the Warrant Shares is derived principally from real property situated in Canada.

        If Warrant Shares are taxable Canadian property of a Non-Resident Holder and are not treaty-protected property of the Non-Resident Holder at the time of their disposition, the consequences above under "Residents of Canada — Taxation of Capital Gains and Losses" will generally apply.

         Non-Resident Holders whose Warrant Shares are taxable Canadian property should consult their own advisors.

WHERE YOU CAN FIND MORE INFORMATION

        The Company is required to file with the securities commission or authority in each of the applicable provinces of Canada annual and quarterly reports, material change reports and other information. In addition, the Company is subject to the informational requirements of the Exchange Act, and, in accordance with the Exchange Act, we also must file reports with, and furnish other information to, the SEC. Under a multijurisdictional disclosure system adopted by the United States and Canada, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which differ in certain respects from those in the United States. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, the Company is not required to publish financial statements as promptly as U.S. companies.

        You may read any document the Company files with or furnishes to the securities commissions and authorities of the provinces of Canada through SEDAR and any document it files with, or furnishes to, the SEC at the SEC's public reference room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further information on the public reference rooms. Certain of the Company's filings are also electronically available on EDGAR, and may be accessed at www.sec.gov.

AUDITORS, TRANSFER AGENT AND REGISTRAR

        Grant Thornton LLP was reappointed as our auditor at our annual general and special meeting of shareholders held on June 4, 2018. Grant Thornton LLP is located at Suite 1600 — 333 Seymour Street, Vancouver, British Columbia, V6B 0A4, Canada. Grant Thornton LLP has reported on our fiscal December 31, 2017, 2016 and 2015 audited consolidated financial statements, which have been filed with the securities regulatory authorities and incorporated by reference herein. Grant Thornton LLP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

        Our transfer agent and the registrar for our Common Shares in Canada is Computershare Investor Services Inc. located at 510 Burrard Street, 2nd Floor, Vancouver, British Columbia, Canada, V6C 3B9 and in the United States is Computershare Trust Company N.A. located at 740 — 350 Indiana St., Golden, Colorado, 80401.

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        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 resides outside of Canada, even if the party has appointed an agent for service of process.

LEGAL MATTERS

        Certain legal matters related to the Company's securities offered by this prospectus supplement will be passed upon on its behalf by Blake, Cassels & Graydon LLP, with respect to matters of Canadian law, and Skadden, Arps, Slate, Meagher & Flom LLP, with respect to matters of U.S. law. As of the date of this prospectus supplement, the partners and associates of Blake, Cassels & Graydon LLP beneficially own, directly or indirectly, less than 1% of the Company's outstanding Common Shares.

ENFORCEABILITY OF CIVIL LIABILITIES

        We are a company continued under the CBCA. Most of our directors and officers and the experts named in this prospectus supplement, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and a substantial portion of the Company's assets are, located outside the United States. We have appointed an agent for service of process in the United States (as set forth below), but it may be difficult for holders of securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. We have been advised that a judgment of a U.S. court predicated solely upon civil liability under U.S. federal securities laws or "blue sky" laws of any state within the United States, would likely be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes.. We have also been advised, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of the liability predicated solely upon U.S. federal securities laws.

        The Company filed with the SEC, concurrently with its Registration Statement on Form F-10 of which this prospectus supplement is a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Company appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a U.S. court arising out of or related to or concerning the offering of securities under the accompanying base shelf prospectus.

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SHORT FORM BASE SHELF PROSPECTUS

U.S.$100,000,000
Common Shares
Preferred Shares
Debt Securities
Subscription Receipts
Units
Warrants

This prospectus relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the securities of Neovasc Inc. ("Neovasc" or the "Company") listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to U.S.$100,000,000. 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.

Our Common Shares are listed on the Toronto Stock Exchange ("TSX") and on the Nasdaq Capital Market ("Nasdaq"), under the symbol "NVCN". On July 11, 2018, the last trading day before the date hereof, the closing price per share of our Common Shares was C$0.05 on the TSX and U.S.$0.04 on the Nasdaq. Unless otherwise specified in an applicable prospectus supplement, our preferred shares, 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 our securities, other than our Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this prospectus. This may affect the pricing of our securities, other than our 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".

All information permitted under securities legislation 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. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation 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. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any securities issued pursuant to this prospectus. Our securities may be sold pursuant to this prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us or any selling security-holders. In connection with any underwritten offering of securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the securities offered. Such transactions, if commenced, may discontinue at any time. See "Plan of Distribution". A prospectus supplement will set out the names of any underwriters, dealers, agents or selling security-holders involved in the sale of our securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, including the net proceeds we expect to receive from the sale of such securities, if any, the amounts and prices at which such securities are sold and the compensation of such underwriters, dealers or agents.

Investment in the securities being offered is highly speculative and involves significant risks that you should consider before purchasing such securities. You should carefully review the risks outlined in this prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading "Forward-Looking Statements" and consider such risks and information in connection with an investment in the securities. See "Risk Factors".

We are permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. Financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

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Owning our securities may subject you to tax consequences both in Canada and the United States. Such tax consequences are not fully described in this prospectus and may not be fully described in any applicable prospectus supplement. You should read the tax discussion in any prospectus supplement with respect to a particular offering and consult your own tax advisor with respect to your own particular circumstances.

Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected adversely because we are incorporated under the federal laws of Canada, most of our officers and directors and the experts named in this prospectus are Canadian residents, and a substantial portion of our assets and the assets of those officers, directors and experts are located outside of the United States.

Neither the U.S. Securities and Exchange Commission (the "SEC"), nor any state securities regulator has approved or disapproved the securities offered hereby or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

Our head office is located at Suite 5138 – 13562 Maycrest Way, Richmond, British Columbia, V6V 2J7 and our registered office is located at Suite 2600 – 595 Burrard Street, Vancouver, British Columbia, V7X 1L3, Canada.

Certain of the Company's directors reside outside of Canada and have appointed an agent for service of process in Canada. See "Agent for Service of Process".

Investors should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. The Company has not authorized anyone to provide investors with different information. Information contained on the Company's website shall not be deemed to be a part of this prospectus (including any applicable prospectus supplement) or incorporated by reference and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. The Company will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this prospectus is accurate as of any date other than the date on the face page of this prospectus or any applicable prospectus supplement.

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GLOSSARY

        This glossary contains general terms used in the discussion of the cardiovascular medical device industry, as well as specific technical terms used in the descriptions of the Company's technology and business.

        Angioplasty:     a procedure for the elimination of areas of narrowing in blood vessels.

        Aortic:     of or pertaining to the aorta or aortic heart valve.

        Artery:     blood vessel that carries oxygenated blood from the heart to the body's organs.

        Atrium:     chamber in the heart.

        Balloon catheter:     hollow tube with a tiny balloon on its tip, used for gaining access to the arteries; once the catheter is in position, the balloon is inflated in order to push open a section of artery that is obstructed (see Angioplasty).

        Biocompatible:     materials that can be implanted or used in a patient without the body reacting adversely to the material.

        Bovine:     of or derived from or pertaining to a cow.

        Cardiac reconstruction:     procedure to repair damaged portions of the heart in order to improve its function.

        Cardiovascular:     system encompassing the heart, veins and arteries.

        Cardiovascular disease:     disease that restricts blood flow within the arteries, generally due to a build-up of Plaque; may refer to coronary or peripheral arteries, or both.

        CCS:     the Canadian Cardiovascular Society.

        CE Mark:     designation used to signify regulatory approval for the sale of a product in the European Union.

        Coronary Artery:     artery that supplies oxygen-rich blood to the heart muscle.

        Coronary Artery Disease:     disease that affects the Coronary Arteries (the arteries that provide oxygenated blood to the heart muscle); also called cardiovascular disease. (See Cardiovascular disease).

        COSIRA:     the Company's Coronary Sinus Reducer for Treatment of Refractory Angina clinical trial — a multi-center, double blinded sham controlled study intended to assess the safety and efficacy of the Reducer in a rigorous, controlled manner.

        COSIRA-II:     the Company's Coronary Sinus Reducer for Treatment of Refractory Angina clinical trial — a 380 patient, multicenter, randomized, double blinded, sham-controlled clinical trial with up to 35 investigational centers across North America.

        FDA:     U.S. Food and Drug Administration; governing body that regulates approval for the sale of medical devices in the United States.

        French:     The French size is a measure of the external diameter of a catheter, a catheter of 1 French has a diameter of 1/3 mm.

        IDE:     an investigational device exemption, which allows the investigational device to be used in a U.S. clinical study in order to collect safety and effectiveness data required to support a Premarket Approval (PMA) application or a Premarket Notification 510(k) submission to the FDA. All clinical evaluations of investigational devices in the United States, unless exempt, must have an approved IDE before the study is initiated.

        Interventional Cardiology:     practice of treating Coronary Artery Disease intravascularly; that is, through the arterial system using minimally invasive techniques, rather than with open-heart surgery.

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        Mitral:     of or pertaining to the mitral heart valve.

        Mitral Regurgitation:     inadequate function of the mitral valve allowing blood to leak back through the closed valve. This is a severe and debilitating medical condition.

        Pericardium:     sac in the chest cavity that contains the heart; pericardial tissue is the soft tissue that forms the sac.

        Peripatch:     tissue material made from bovine or Porcine pericardium; used to repair damaged/diseased vessels or organs by working as an internal bandage or as a component in the manufacture of heart valves.

        Plaque:     deposit of fats, cholesterol and other substances on artery walls that eventually causes arteries to become narrowed, restricting proper blood flow.

        Porcine:     of or derived from or pertaining to a swine or pig.

        Reducer:     the Neovasc Reducer™, Neovasc's proprietary technology for the treatment of refractory angina.

        Stent:     expandable, metallic tube inserted into a diseased artery to hold vessel open and maintain proper blood flow; may be used to deliver medication to the artery wall (a "drug-eluting stent").

        Tiara:     the Tiara™, Neovasc's proprietary transcatheter mitral valve system in development for the transcatheter treatment of mitral valve disease.

        TIARA-I:     the Company's multinational, multicenter early feasibility study being conducted to assess the safety and performance of the Tiara in high risk surgical contexts.

        TIARA-II:     the Company's multinational, multicenter study evaluating the Tiara's safety and performance. It is expected that data from this study will be used to file for CE Mark approval.

        Transcatheter:     implanted or completed via a catheter or small tube instead of surgically.

        Transcatheter heart valves:     specialized artificial heart valves which are implanted via a catheter rather than a traditional surgical approach.

        Vein:     blood vessel that carries de-oxygenated blood from the body organs to the heart.

        Vessel:     artery, vein or duct that carries blood through the body.

ABOUT THIS PROSPECTUS

        You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement and on the other information included in the registration statement of which this prospectus forms a part. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are 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. You 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 our securities pursuant thereto. Our business, financial condition, results of operations and prospects may have changed since those dates.

        Market data and certain industry forecasts used in this prospectus or any applicable prospectus supplement and the documents incorporated by reference in this prospectus or any applicable prospectus supplement were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

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        In this prospectus and any prospectus supplement, unless otherwise indicated, all dollar amounts and references to "U.S.$" or "$" are to U.S. dollars and references to "C$" are to Canadian dollars. This prospectus and the documents incorporated by reference contain translations of some Canadian dollar amounts into U.S. dollars solely for your convenience. See "Exchange Rate Information".

        In this prospectus and in any prospectus supplement, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Neovasc" or the "Company", refer to Neovasc Inc., either alone or together with our subsidiaries.

        The names Neovasc Reducer™ and Tiara™ are our trademarks. Other trademarks, product names and company names appearing in this prospectus and any prospectus supplement and documents incorporated by reference in this prospectus and any prospectus supplement are the property of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. The words "expect", "anticipate", "may", "will", "estimate", "continue", "intend", "believe" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements relating to:

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our ability to continue as a going concern;



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our need for significant additional financing and our estimates regarding our capital requirements and future revenues, expenses and profitability;



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the Company's strategy to re-establish trust and confidence with its stakeholders and re-structure its financing;



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the Company's estimates regarding its fully diluted share capital and future dilution to shareholders;



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our intention to expand the indications for which we may market the Tiara (which does not have regulatory approval and is not commercialized) and the Reducer (which has CE Mark approval for sale in the European Union);



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clinical development of our products, including the results of current and future clinical trials and studies;



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our intention to apply for CE Mark approval for the Tiara in approximately 2020 and look for potentially faster pathways to such approval;



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the anticipated timing of additional implantations in the TIARA-II trial and our intention to initiate additional investigational sites in 2018 as required approvals are obtained;



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our plans to develop and commercialize products, including the Tiara, and the timing and cost of these development programs;



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our plans to develop and commercialize the Tiara transfemoral trans-septal system, including our ability to improve current prototypes;



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our strategy to refocus our business towards development and commercialization of the Reducer and the Tiara;



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the amount of estimated additional litigation expenses required to defend the Company in ongoing lawsuits and claims;



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our ability to replace historical revenues from the tissue and consulting services businesses with revenues from the Reducer and the Tiara in a timely manner;



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whether we will receive, and the timing and costs of obtaining, regulatory approvals;



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the cost of post-market regulation if we receive necessary regulatory approvals;