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Neovasc Inc.
Primary and Secondary Offering

We acted as counsel to the selling shareholders of Neovasc Inc. with respect to the underwritten public secondary offering of 1,660,000 common shares of Neovasc Inc. in conjunction with the primary offering by Neovasc Inc. of 10,415,000 common shares at US$7.19 per share that closed on February 3, 2015. The gross proceeds of the secondary offering was US$11,935,400. The selling shareholders were directors, officers and employees of Neovasc Inc. The common shares were placed through a syndicate comprised of Leerink Partners LLC, sole book-running manager, Canaccord Genuity Inc., JMP Securities LLC and Landenburg Thalmann & Co. Inc.

Neovasc Inc. is listed on the TSX under the symbol “NVC” and NASDAQ under the symbol “NVCN”. Neovasc Inc. is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace.