Exhibit 4.2


 


Consolidated Financial Statements
of


 


BELLUS
HEALTH INC.


 


Years ended December 31, 2018
and 2017


 




     


     


    

 


 


 


	 	KPMG LLP	Telephone	(514) 840-2100
	 	600 de Maisonneuve Blvd., West	Fax	(514) 840-2187
	 	Suite 1500	Internet	www.kpmg.ca
	 	Tour KPMG	 
	 	Montréal (Québec) H3A 0A3	 


 


Independent
auditors’ Report


 


To the Shareholders of BELLUS Health Inc.


 


Opinion


 


We have audited the consolidated financial
statements of BELLUS Health Inc. (the Entity), which comprise:


 


		·	the consolidated statements of financial position as at
December 31, 2018 and December 31, 2017;



		·	the consolidated statements of loss and other comprehensive
loss for the years then ended;



		·	the consolidated statements of changes in shareholders’
equity for the years then ended;



		·	the consolidated statements of cash flows for the years
then ended;



		·	and notes to the consolidated financial statements, including
a summary of significant accounting policies.



 


(Hereinafter referred to as the “financial
statements”).


 


In our opinion, the accompanying financial
statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2018
and December 31, 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance
with International Financial Reporting Standards (IFRS).


 


Basis for Opinion


 


We conducted our audit in accordance with
Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditors’
Responsibilities for the Audit of the Financial Statements” section of our auditors’ report.


 


We are independent of the Entity in accordance
with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other
responsibilities in accordance with these requirements.


 


We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.


 


Other Information


 


Management is responsible for the other
information. Other information comprises:


 


		·	the information included in Management’s Discussion
and Analysis filed with the relevant Canadian Securities Commissions;



		·	the information, other than the financial statements and
the auditors’ report thereon, included in a document likely to be entitled “2018 Annual Report”.



 


Our opinion on the financial statements
does not cover the other information and we do not and will not express any form of assurance conclusion thereon.


 


KPMG
LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.


 




     


     


    

 


 


 


In connection with our audit of the financial
statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications
that the other information appears to be materially misstated.


 


We obtained the information included in
Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions as at the date of this auditors’
report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of
this other information, we are required to report that fact in the auditors’ report.


 


We have nothing to report in this regard.


 


The information, other than the financial
statements and the auditors’ report thereon, included in a document likely to be entitled “2018 Annual Report”
is expected to be made available to us after the date of this auditors’ report. If, based on the work we will perform on
this other information, we conclude that there is a material misstatement of this other information, we are required to report
that fact to those charged with governance.


 


Responsibilities of Management and
Those Charged with Governance for the Financial Statements


 


Management is responsible for the preparation
and fair presentation of the financial statements in accordance with International Financial Reporting Standards (IFRS), and for
such internal control as management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.


 


In preparing the financial statements, management
is responsible for assessing the Entity’s ability to continue as a going concern, disclosing as applicable, matters related
to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to
cease operations, or has no realistic alternative but to do so.


 


Those charged with governance are responsible
for overseeing the Entity’s financial reporting process.


 


Auditors’
Responsibilities for the Audit of the Financial Statements


 


Our objectives are to obtain reasonable
assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes our opinion.


 


Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will
always detect a material misstatement when it exists.


 


Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of the financial statements.


 


As part of an audit in accordance with Canadian
generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.


 




     


     


    

 





 


We also:


		·	identify and assess the risks of material misstatement
of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion;



		·	the risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;



		·	obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Entity's internal control;



		·	evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related disclosures made by management;



		·	conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Entity to cease
to continue as a going concern;



		·	evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation;



		·	communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit;



		·	provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards;



		·	obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business activities within the Group Entity to express an opinion on the financial
statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.



 


The engagement partner on the audit resulting
in this auditors’ report is Marc Tétreault.


 


Montreal, Canada


February 20, 2019


 




     


     


    

 


Bellus health INC.


Consolidated Financial Statements


 


Years ended December 31, 2018 and
2017


 


	Consolidated Financial Statements	 
	 	 
	Consolidated Statements of Financial Position	1
	 	 
	Consolidated Statements of Loss	2
	 	 
	Consolidated Statements of Other Comprehensive Loss	3
	 	 
	Consolidated Statements of Changes in Shareholders’ Equity	4
	 	 
	Consolidated Statements of Cash Flows	5
	 	 
	Notes to Consolidated Financial Statements	6


 




     


     


    

 


bellus health INC.


Consolidated Statements of Financial Position


 


December 31, 2018 and 2017


(in thousands of Canadian dollars)


 


	 	 	 	December 31,	 	 	 	December 31,	 
	 	 	 	2018	 	 	 	2017	 
	 	 	 	 	 
	Assets	 	 	 	 
	 	 	 	 	 
	Current assets:	 	 	 	 	 	 	 	 
	 	Cash and cash equivalents (note 5)	 	$	14,933	 	 	$	7,749	 
	 	Short-term investments (note 5)	 	 	33,973	 	 	 	16,139	 
	 	Trade and other receivables (note 6)	 	 	809	 	 	 	1,714	 
	 	Contingent consideration receivable (note 7)	 	 	—	 	 	 	384	 
	 	Prepaid expenses and other assets	 	 	1,149	 	 	 	84	 
	 	Total current assets	 	 	50,864	 	 	 	26,070	 
	 	 	 	 	 	 	 	 	 
	Non-current assets:	 	 	 	 	 	 	 	 
	 	Other assets	 	 	77	 	 	 	69	 
	 	In-process research and development assets (note 8)	 	 	2,359	 	 	 	2,359	 
	 	Total non-current assets	 	 	2,436	 	 	 	2,428	 
	Total Assets	 	$	53,300	 	 	$	28,498	 
	 	 	 	 	 	 	 	 	 
	Liabilities and Shareholders' Equity	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current liabilities:	 	 	 	 	 	 	 	 
	 	Trade and other payables (note 10)	 	$	2,716	 	 	$	2,190	 
	 	Financial liabilities – CVRs (note 11)	 	 	—	 	 	 	20	 
	 	Total current liabilities	 	 	2,716	 	 	 	2,210	 
	Total Liabilities	 	 	2,716	 	 	 	2,210	 
	 	 	 	 	 	 	 	 	 
	Shareholders' equity:	 	 	 	 	 	 	 	 
	 	Share capital (note 12 (a))	 	 	502,706	 	 	 	467,253	 
	 	Other equity (notes 12 (b) (i) and (ii))	 	 	27,101	 	 	 	26,202	 
	 	Deficit	 	 	(479,223	)	 	 	(467,167	)
	Total Shareholders’ Equity	 	 	50,584	 	 	 	26,288	 
	Commitments and contingencies (note 17)	 	 	 	 	 	 	 	 
	Total Liabilities and Shareholders’ Equity	 	$	53,300	 	 	$	28,498	 



 


See accompanying notes to consolidated financial
statements.


 


On behalf of the Board of Directors
by:


 


	(Signed) Pierre Larochelle	(Signed) Franklin M. Berger 
	Director	Director



 



    	1



     


    

 


bellus health INC.


Consolidated Statements of Loss


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars,
except per share data)


 


	 	 	Year ended	 	 	 	Year ended	 
	 	 	December 31,	 	 	 	December 31,	 
	 	 	2018	 	 	 	2017	 
	 	 	 	 	 
	Revenues (note 9)	 	$	35	 	 	$	165	 
	 	 	 	 	 	 	 	 	 
	Expenses:	 	 	 	 	 	 	 	 
	 	Research and development	 	 	7,185	 	 	 	3,610	 
	 	Research tax credits	 	 	(653	)	 	 	(289	)
	 	 	 	6,532	 	 	 	3,321	 
	 	 	 	 	 	 	 	 	 
	 	General and administrative	 	 	3,409	 	 	 	2,529	 
	 	Total operating expenses	 	 	9,941	 	 	 	5,850	 
	 	 	 	 	 	 	 	 	 	 
	Loss from operating activities	 	 	(9,906	)	 	 	(5,685	)
	 	 	 	 	 	 	 	 	 
	Finance income	 	 	746	 	 	 	80	 
	Finance costs	 	 	(5	)	 	 	(61	)
	Net finance income (note 14)	 	 	741	 	 	 	19	 
	 	 	 	 	 	 	 	 	 
	Change in fair value of contingent consideration receivable (note 7)	 	 	81	 	 	 	—	 
	Realized gain on sale of investment in FB Health (note 7)	 	 	—	 	 	 	1,909	 
	Gain on sale of subsidiary (note 9)	 	 	—	 	 	 	1,944	 
	Loss before income taxes	 	 	(9,084	)	 	 	(1,813	)
	 	 	 	 	 	 	 	 	 
	Deferred tax expense (note 15)	 	 	—	 	 	 	61	 
	Net loss for the year	 	$	(9,084	)	 	$	(1,874	)
	 	 	 	 	 	 	 	 	 
	Loss per share (note 16)	 	 	 	 	 	 	 	 
	 	Basic and diluted	 	$	(0.08	)	 	$	(0.03	)



 


See accompanying notes to consolidated financial
statements.


 




    	2



     


    

 


bellus health INC.


Consolidated Statements of Other Comprehensive
Loss


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars)


 


	 	 	Year ended	 	 	Year ended	 
	 	 	December 31,	 	 	December 31,	 
	 	 	2018	 	 	2017	 
	 	 	 	 	 	 	 
	Net loss for the year	 	$	(9,084	)	 	$	(1,874	)
	 	 	 	 	 	 	 	 	 
	Other comprehensive loss (that may be reclassified subsequently to net loss):	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Unrealized gain on investment in FB Health (note 7)	 	 	—	 	 	 	1,514	 
	Related income taxes expense	 	 	—	 	 	 	(204	)
	Realized gain on investment in FB Health reclassified to net loss (note 7)	 	 	—	 	 	 	(1,909	)
	Related income taxes expense	 	 	—	 	 	 	265	 
	Other comprehensive loss for the year	 	 	—	 	 	 	(334	)
	Comprehensive loss for the year	 	$	(9,084	)	 	$	(2,208	)





 


See accompanying notes to consolidated financial
statements.


 




    	3



     


    

 


bellus health INC.


Consolidated Statements of Changes
in Shareholders’ Equity


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars)


 


	 	 	Share

capital	 	 	Other

equity	 	 	Accumulated

other

comprehensive

income	 	 	Deficit	 	 	Total	 
	 	 	(note 12(a))	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2017	 	$	467,253	 	 	$	26,202	 	 	$	—	 	 	$	(467,167	)	 	$	26,288	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total comprehensive loss for the year:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss and comprehensive loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(9,084	)	 	 	(9,084	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total comprehensive loss for the year	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(9,084	)	 	 	(9,084	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Transactions with shareholders, recorded directly in shareholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued in connection with the 2018 Offering (note 12 (a) (i))	 	 	35,000	 	 	 	387	 	 	 	—	 	 	 	(2,972	)	 	 	32,415	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued upon broker warrants exercise (note 12 (b) (ii))	 	 	453	 	 	 	(187	)	 	 	—	 	 	 	—	 	 	 	266	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stock-based compensation (note 12 (b) (i))	 	 	—	 	 	 	699	 	 	 	—	 	 	 	—	 	 	 	699	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2018	 	$	502,706	 	 	$	27,101	 	 	$	—	 	 	$	(479,223	)	 	$	50,584	 




 


	 	 	Share

capital	 	 	
Other

equity	 	 	Accumulated

other

comprehensive

income	 	 	Deficit	 	 	Total	 
	 	 	(note 12(a))	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2016	 	$	445,753	 	 	$	25,527	 	 	$	334	 	 	$	(463,351	)	 	$	8,263	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total comprehensive loss for the year:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(1,874	)	 	 	(1,874	)
	Other comprehensive loss	 	 	—	 	 	 	—	 	 	 	(334	)	 	 	—	 	 	 	(334	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total comprehensive loss for the year	 	 	—	 	 	 	—	 	 	 	(334	)	 	 	(1,874	)	 	 	(2,208	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Transactions with shareholders, recorded directly in shareholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued in connection with the 2017 Offering (note 12 (a) (ii))	 	 	20,000	 	 	 	483	 	 	 	—	 	 	 	(1,942	)	 	 	18,541	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issued as part of upfront payment for license acquisition (note 12 (a) (iii))	 	 	1,500	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stock-based compensation (note 12 (b) (i))	 	 	—	 	 	 	192	 	 	 	—	 	 	 	—	 	 	 	192	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2017	 	$	467,253	 	 	$	26,202	 	 	$	—	 	 	$	(467,167	)	 	$	26,288	 




 


See accompanying notes to consolidated financial
statements.


 




    	4



     


    

 


bellus health INC.


Consolidated Statements of Cash Flows


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars)


 


	 	 	 	Year ended	 	 	 	Year ended	 
	 	 	 	December 31,	 	 	 	December 31,	 
	 	 	 	2018	 	 	 	2017	 
	 	 	 	 	 
	Cash flows from (used in) operating activities:	 	 	 	 	 	 	 	 
	 	Net loss for the year	 	$	(9,084	)	 	$	(1,874	)
	 	Adjustments for:	 	 	 	 	 	 	 	 
	 	 	Stock-based compensation	 	 	699	 	 	 	192	 
	 	 	Net finance income	 	 	(741	)	 	 	(19	)
	 	 	Change in fair value of contingent consideration	 	 	(81	)	 	 	—	 
	 	 	Realized gain on sale of investment in FB Health	 	 	—	 	 	 	(1,909	)
	 	 	Gain on sale of subsidiary	 	 	—	 	 	 	(1,944	)
	 	 	Deferred tax expense	 	 	—	 	 	 	61	 
	 	 	Other items	 	 	42	 	 	 	(13	)
	 	Changes in operating assets and liabilities	 	 	 	 	 	 	 	 
	 	 	Trade and other receivables	 	 	30	 	 	 	(29	)
	 	 	Prepaid expenses and other assets	 	 	(999	)	 	 	33	 
	 	 	Trade and other payables	 	 	(20	)	 	 	1,256	 
	 	Financial liabilities – CVRs	 	 	(20	)	 	 	(115	)
	 	 	 	 	(10,174	)	 	 	(4,361	)
	 	 	 	 	 	 	 	 	 
	Cash flows from (used in) financing activities:	 	 	 	 	 	 	 	 
	 	Issuance of common shares through equity offerings, net of share issue costs	 	 	32,888	 	 	 	18,831	 
	 	Issuance of common shares upon broker warrant exercise	 	 	266	 	 	 	—	 
	 	Interest and bank charges paid	 	 	(5	)	 	 	(11	)
	 	 	 	 	33,149	 	 	 	18,820	 
	 	 	 	 	 	 	 	 	 
	Cash flows from (used in) investing activities:	 	 	 	 	 	 	 	 
	 	Net purchases of short-term investments	 	 	(17,651	)	 	 	(11,880	)
	 	Proceeds on sale of investment in FB Health (note 7)	 	 	465	 	 	 	1,769	 
	 	Acquisition of in-process research and development asset, net of costs and deferred development support payments (note 8)	 	 	475
 
	 	 	 	(1,334)
 
	 
	 	Proceeds from sale of subsidiary, net of costs (note 9)	 	 	400	 	 	 	2,117	 
	 	Interest received	 	 	340	 	 	 	80	 
	 	 	 	(15,971	)	 	 	(9,248	)
	Net increase in cash and cash equivalents	 	 	7,004	 	 	 	5,211	 
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, beginning of year	 	 	7,749	 	 	 	2,575	 
	Effect of foreign exchange on cash and cash equivalents	 	 	180	 	 	 	(37	)
	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents, end of year	 	$	14,933	 	 	$	7,749	 
	 	 	 	 	 	 	 	 	 
	Supplemental cash flow disclosure: 
	 	 	 	 	 	 	 	 
	Non-cash transactions:	 	 	 	 	 	 	 	 
	 	Contingent consideration receivable
in connection with sale of investment in FB Health (note 7)	 	$	—	 	 	$	384	 
	 	Issuance of common shares in connection
with acquisition of in-process research and development asset (note 8)	 	 	—	 	 	 	1,500	 
	 	Development support payment receivable
in connection with acquisition of in-process research and development asset in Trade and other receivables (note 8)	 	 	—	 	 	 	475	 
	 	Deferred payment on sale of subsidiary in Trade and other receivables (note 9)	 	 	—	 	 	 	400	 
	 	Share issue costs - 2018 Offering, in Trade and other payables (note 12(a)(i))	 	 	473	 	 	 	—	 
	 	Issuance of broker warrants in connection with 2018 Offering (note 12 (b) (ii))	 	 	387	 	 	 	—	 
	 	Share issue costs - 2017 Offering, in Trade and other payables (note 12(a)(ii))	 	 	—	 	 	 	290	 
	 	Issuance of broker warrants in connection with 2017 Offering (note 12 (b) (ii))	 	 	—	 	 	 	483	 
	 	Ascribed
value related to issuance of common shares upon broker warrants exercise (note 12 (b) (ii))	 	 	187	 	 	 	—	 
	 	Value of DSUs in Prepaid expenses and other assets (note
12 (b) (iii))	 	 	73	 	 	 	—	 



 


See accompanying notes to consolidated financial
statements.


 




    	5



     


    

 


bellus health INC.


Notes to Consolidated Financial Statements


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 


		1.	Reporting entity:



 


BELLUS Health Inc. (“BELLUS
Health” or the “Company”) is a clinical-stage biopharmaceutical company developing novel therapeutics for conditions
with high unmet medical need. The Company’s lead drug candidate is BLU-5937 being developed for the treatment of chronic
cough. The Company is domiciled in Canada. The address of the Company’s registered office is 275 Armand-Frappier Blvd., Laval,
Quebec, H7V 4A7. The Company's shares trade on the Toronto Stock Exchange (“TSX”) under the symbol BLU.


 


The Company is subject to a number
of risks associated with the conduct of its drug development programs and their results, the establishment of strategic alliances
and the successful development of new drug products and their marketing. The Company has incurred significant operating losses
and negative cash flows from operations since inception. To date, the Company has financed its operations primarily through public
offerings of common shares, private placements, the issuance of convertible notes, asset sales and the proceeds from research tax
credits. The ability of the Company to ultimately achieve future profitable operations is dependent upon the successful expansion
and development of its pipeline of projects, obtaining regulatory approval in various jurisdictions and successful sale or commercialization
of the Company’s products and technologies, which is dependent on a number of factors outside of the Company’s control.


 


		2.	Basis of preparation:



 


		(a)	Statement of compliance:



 


These consolidated
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board (“IASB”).


 


These consolidated financial
statements for the year ended December 31, 2018, were approved by the Board of Directors on February 20, 2019.


 


		(b)	Basis of measurement:



 


The consolidated financial statements
have been prepared on the historical cost basis except for the following items in the consolidated statement of financial position:


 


		(i)	contingent consideration receivable in connection with the sale of the investment in FB Health,
which is measured at fair value; and



 


		(ii)	liabilities for cash-settled share-based payment arrangements which are measured at fair value,
and equity-classified share-based payment arrangements which are measured at fair value at grant date pursuant to IFRS 2, Share-based
payment.



 




    	6



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		2.	Basis of preparation (continued):



 


		(b)	Basis of measurement (continued):



 


Certain of the Company’s
accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities.
In establishing fair value, the Corporation uses a fair value hierarchy based on levels as defined below:


 


		·	Level 1: defined as observable inputs such as quoted prices in active markets.



 


		·	Level 2: defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable.



 


		·	Level 3: defined as inputs that are based on little or no little observable market data, therefore
requiring entities to develop their own assumptions.



 


		(c)	Functional and presentation currency:



 


Items included in the consolidated
financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates
(the functional currency). These consolidated financial statements are presented in Canadian dollars, which is the Company’s
functional and presentation currency.


 


		(d)	Use of estimates and judgments:



 


The preparation of the consolidated
financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. The reported amounts and note disclosures
reflect management’s best estimate of the most probable set of economic conditions and planned course of actions. Actual
results may differ from these estimates.


 


A critical judgment in applying
accounting policies that has the most significant effect on the amounts recognized in the consolidated financial statements relates
to the use of the going concern basis of preparation of the financial statements. At the end of each reporting period, management
assesses the basis of preparation of the financial statements. These financial statements have been prepared on a going concern
basis in accordance with IFRS. The going concern basis of presentation assumes that the Company will continue its operations for
the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of
business.


 




    	7



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 




		2.	Basis of preparation (continued):



 


		(d)	Use of estimates and judgments (continued):



 


Information about assumptions
and estimation uncertainties that have a significant risk of resulting in a material adjustment is included within the following
notes and is described below:


 


		(i)	Estimation of accrued expenses:



 


As part of the process of preparing
its financial statements, the Company is required to estimate its accrued expenses. This process involves reviewing open contracts
and purchase orders, communicating with personnel to identify services that have been performed on the Company’s behalf and
estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced
or otherwise notified of the actual cost.


 


For research and development
activities, the majority of service providers invoice the Company in arrears for services performed, on a pre-determined schedule
or when contractual milestones are met; however, some require advanced payments. There may be instances in which payments to the
service providers will exceed the level of services provided and result in a prepayment of the expense. The majority of prepaid
expenses in the Company’s statement of financial position relate to these instances.


 


The Company estimates its accrued
expenses as of each statement of financial position date in its financial statements based on facts and circumstances known at
that time.


 


		(ii)	Estimating the recoverable amount of the in-process research and development asset related to BLU-5937
for the purpose of the annual impairment test (note 8).



 


Other areas
requiring the use of management estimates and judgements include assessing the recoverability of research tax credits as well as
estimating the initial fair value of equity-classified stock-based compensation. Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognized in the period in which they are made and in future periods
affected.


 


		3.	Significant accounting policies:



 


The accounting policies set out
below have been applied consistently to all years presented in these consolidated financial statements.


 


		(a)	Basis of consolidation:



 


These consolidated
financial statements include the accounts of BELLUS Health Inc. and its subsidiaries.


 




    	8



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		3.	Significant accounting policies (continued):



 


		(a)	Basis of consolidation (continued):



 


Subsidiaries
are entities controlled by BELLUS Health Inc. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases. Intercompany balances and transactions have
been eliminated on consolidation.


 


On March 16, 2017, BELLUS Health
entered into a share purchase agreement (“Share Purchase Agreement”) with Taro Pharmaceuticals Inc. (“Taro”)
for the sale of the Company’s wholly-owned subsidiary Thallion Pharmaceuticals Inc. (“Thallion”), including all
the rights to the drug candidate ShigamabTM (refer to note 9). Prior to the effective date of the Share Purchase Agreement,
BELLUS Health proceeded with an internal reorganization under which BHI Limited Partnership (“BHI LP”), a partnership
operated by BELLUS Health where BELLUS Health’s main business and operations were carried, was dissolved, and transferred
its assets and liabilities to BELLUS Health.


 


On March 16, 2017, the Company
incorporated a new wholly-owned subsidiary, BELLUS Health Cough Inc.


 


		(b)	Cash, cash equivalents and short-term investments:



 


The Company considers all investments
with maturities of three months or less at inception, that are highly liquid and readily convertible into cash, to be cash equivalents.
Investments with maturities greater than three months and less than one year are presented as short-term investments in the consolidated
statement of financial position.


 


		(c)	Revenue recognition:



 


Revenue from contracts with customers
is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third
parties. A company recognizes revenue when it transfers control of a product or service to a customer. The Company does not have
any revenue from contracts with customers.


 


Revenue from other contracts may
be derived from development and other services provided by the Company. Revenue from contracted services is recognized over time
as the contracted services are performed.


 


Consideration received from other
contracts may also include amounts received as licensing fees, costs reimbursements, sales-based royalty payments, upfront payments
and regulatory and sales-based milestone payments for specific achievements. Revenue is recognized in income only when conditions
and events under the contract have been met or occurred and it is probable that the Company will collect the consideration to which
it is entitled.


 




    	9



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		3.	Significant accounting policies (continued):



 


		(d)	Research and development:



 


Research and development costs
consist of direct and indirect expenditures, including a reasonable allocation of overhead expenses, associated with the Company's
various research and development programs. Overhead expenses comprise general and administrative support provided to the research
and development programs and involve costs associated with support activities.


 


Research expenditures undertaken
with the prospect of gaining new scientific or technical knowledge are expensed as incurred. Development expenditures are deferred
when they meet the criteria for capitalization in accordance with IFRS, and the future benefits could be regarded as being reasonably
certain. The criteria to be fulfilled in order to capitalize development costs are if such costs can be measured reliably, if the
product or process is technically and commercially feasible, if future economic benefits are probable and if the Company intends
to and has sufficient resources to complete the development and to use or sell the asset. As at December 31, 2018 and 2017, no
development costs were deferred.


 


		(e)	In-process research and development asset:



 


The in-process research and development
(“IPR&D”) asset acquired by the Company is accounted for as an indefinite-lived intangible asset until the project
is completed or abandoned, at which point it will be amortized or impaired, respectively. Subsequent research and development costs
associated with the IPR&D asset are accounted for consistent with the research and development policy in note 3 (d).


 


The Company assesses at each reporting
date whether there is an indication that the asset may be impaired. Irrespective of whether there is any indication of impairment,
the IPR&D asset is tested for impairment annually by comparing its carrying amount with its recoverable amount.


 


The asset’s recoverable
amount is the greater of its fair value less costs to sell and its value in use. If the carrying amount of the asset exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount immediately. Impairment losses
are recognized in income. A previously recognized impairment loss is reversed only if there has been a change in the assumptions
used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so
that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, had no impairment loss been recognized for the asset in prior years.


 




    	10



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		3.	Significant accounting policies (continued):



 


		(f)	Government assistance:



 


Government assistance, consisting
of research tax credits, is recorded as a reduction of the related expense. Research tax credits are recognized when management
determines that there is reasonable assurance that the tax credits will be received. Research tax credits claimed for the current
and prior years are subject to government review and approval which could result in adjustments to amounts recognized by the Company.
Adjustments from tax authorities, if any, would be recognized in the period of revision.


 


		(g)	Foreign exchange:



 


Transactions in foreign currencies
are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated using
the exchange rate at the date of the transaction. Income and expenses denominated in foreign currencies are translated at exchange
rates in effect at the transaction date. Translation gains and losses are recognized in income.


 


		(h)	Leased assets:



 


All of the Company’s leases
are operating leases. Lease payments related to leased assets are recognized in income on a straight-line
basis over the term of the lease.


 


		(i)	Income taxes:



 


Deferred tax is recognized for
temporary differences between the financial reporting bases and the income tax bases of the Company’s assets and liabilities
and is recorded using the substantively enacted tax rates anticipated to be in effect when the tax differences are expected to
reverse. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized
simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to
the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets
are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realized.


 




    	11



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		3.	Significant accounting policies (continued):



 


		(j)	Provisions:



 


A provision is recognized if,
as a result of a past event, the Company has a present, legal or constructive obligation that can be estimated reliably, and it
is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability. The unwinding of the discount is recognized as finance cost.


 


		(k)	Earnings per share:



 


Basic earnings per share are determined
using the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed in a
manner consistent with basic earnings per share, except that the weighted average number of shares outstanding is increased to
include additional shares from the assumed exercise of dilutive stock options and broker warrants. The number of additional shares
is calculated by assuming that outstanding stock options and broker warrants were exercised, and that the proceeds from such exercises
were used to acquire common shares at the average market price during the reporting period.


 


		(l)	Employee benefits:



 


		(i)	Short-term employee benefits:



 


Short-term employee benefit obligations
are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount
expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee, and the obligation can be estimated reliably.


 


		(ii)	Share-based payment arrangements:



 


The Company follows the fair
value-based method to account for stock options granted to employees, whereby compensation cost is measured at fair value at the
date of grant and is expensed over the award’s vesting period with a corresponding increase to equity. For the stock options
with graded vesting, the fair value of each tranche is recognized over its respective vesting period. The amount recognized as
an expense is adjusted to reflect the number of awards for which the related service vesting conditions are expected to be met,
such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service conditions
at the vesting date.


 


When stock options are exercised,
the Company issues new shares. The proceeds received, together with the related portion previously recorded in other equity, are
credited to share capital.


 




    	12



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		3.	Significant accounting policies (continued):



 


		(l)	Employee benefits (continued):



 


		(ii)	Share-based payment arrangements (continued):



 


The Company also grants Deferred
Share Units (“DSU”) as compensation for directors and designated employees. Upon termination of service, DSU participants
are entitled to receive for each DSU credited to their account the payment in cash on the date of settlement based on the value
of a BELLUS Health common share. For DSUs, compensation cost is measured based on the market price of the Company's common shares
from the date of grant through to the settlement date. Any changes in the market value of the Company's common shares through to
the settlement date result in a change to the measure of compensation cost for those awards and are recorded in income.


 


		(m)	Financial instruments:



 


The Company measures its financial
instruments as follows:


 


Financial assets and Financial
liabilities


 


		(i)	Recognition and initial measurement:



 


Trade receivables are initially
recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company
becomes a party to the contractual provisions of the instrument.


 


A financial asset (unless it
is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus,
for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to
its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction
price.


 


		(ii)	Classification and subsequent measurement:



 


Financial
assets - Classification:


 


On initial recognition, a financial
asset is classified as measured at amortized cost, fair value through other comprehensive income (“FVOCI”) –
debt investment, FVOCI – equity investment or FVTPL.


 


Financial assets are not reclassified
subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case
all affected financial assets are reclassified on the first day of the first reporting period following the change in the business
model.


 




    	13



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		3.	Significant accounting policies (continued):



 


		(m)	Financial instruments (continued):



 


Financial assets and Financial
liabilities (continued)


 


		(ii)	Classification and subsequent measurement (continued):



 


Financial assets - Classification
(continued):


 


A financial asset is measured
at amortized cost if it meets both the following conditions and is not designated as at FVTPL: it is held within a business model
whose objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.


 


A debt investment is measured
at FVOCI if it meets both of the following conditions and is not designated as FVTPL: it is held within a business model whose
objective is achieved by both collecting contractual cash flows and selling financial assets; and its contractual terms give rise
on specified dates to cash flows that are solely payments of principal and interest in the principal amount outstanding.


 


On initial recognition of an
equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s
fair value in other comprehensive income (“OCI”). This election is made on an investment by investment basis.


 


All financial assets not classified
as measured at amortized cost or FVOCI as described above are measured at FVTPL. On initial recognition, the Company may irrevocably
designate a financial asset that otherwise meets the requirements to be measured at amortized cost or FVOCI as at FVTPL if doing
so eliminates or significantly reduces an accounting mismatch that would otherwise arise.


 


Financial
assets - Subsequent measurement and gains and losses:


 


Financial assets at amortized
cost are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment
losses. Interest income, foreign exchange gains and losses and impairment are recognized in income. Any gain or loss on derecognition
is recognized in income.


 


Debt investments at FVOCI are
subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and
losses and impairment are recognized in income. Other net gains and losses are recognized in OCI. On derecognition, gains and losses
accumulated in OCI are reclassified to income.


 




    	14



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		3.	Significant accounting policies (continued):



 


		(m)	Financial instruments (continued):



 


Financial assets and Financial
liabilities (continued)


 


		(ii)	Classification and subsequent measurement (continued):



 


Financial
assets - Subsequent measurement and gains and losses (continued):


 


Equity investments at FVOCI
are subsequently measured at fair value. Dividends are recognized as income in income unless the dividend clearly represents a
recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to
income.


 


Financial assets at FVTPL are
subsequently measured at fair value. Net gains and losses are recognized in income.


 


Financial
liabilities - Classification:


 


Financial liabilities are classified
as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading,
it is a derivative or it is designated as such on initial recognition.


 


Financial liabilities - Subsequent
measurement and gains and losses:


 


Financial liabilities at FVTPL
are subsequently measured at fair value and net gains and losses, including any interest expense, are recognized in income. Other
financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign
exchange gains and losses are recognized in income. Any gain or loss on derecognition is also recognized in income.


 


Cash, cash equivalents and short-term
investments, trade receivables, amounts receivable under license agreements and other receivables are measured at amortized cost.


 


The contingent consideration receivable
in connection with the sale of the investment in FB Health, which was received by the Company in November 2018, was measured
at FVTPL.


 


Trade and other payables are measured
at amortized cost.


 


Share capital


 


Common shares and preferred shares
that are not redeemable or are redeemable only at the Company’s option are classified as equity. Incremental costs directly
attributable to the issue of equity-classified shares are recognized as a deduction from the deficit, net of any tax effects.


 




    	15



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		4.	Changes in significant accounting policies



 


		(a)	Changes in significant accounting policies in 2018



 


On January 1, 2018, the Company
adopted the following new accounting standards and interpretations issued by the IASB:


 


		(i)	Share-based payment:



 


Amendments to IFRS 2, Share-Based
Payment clarify how to account for certain types of share-based payment transactions. The amendments provide requirements on
the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, share-based
payment transactions with a net settlement feature for withholding tax obligations and a modification to the terms and conditions
of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The adoption of
amendments to IFRS 2 did not have a material impact on the consolidated financial statements.


 


		(ii)	Financial instruments:



 


The
final 2014 version of IFRS 9, Financial Instruments addresses the classification and measurement of financial assets and
liabilities, impairment and hedge accounting, replacing IAS 39, Financial Instruments: Recognition and Measurement. The
adoption of IFRS 9 (2014) did not have a material impact on the consolidated financial statements. The classification of the Company’s
financial instruments in accordance with IFRS 9 (2014) is presented in note 3 (m).


 


		(iii)	Revenue:



 


IFRS 15, Revenue from Contracts
with Customers replaces IAS 18, Revenue, as well as other revenue-related standards and interpretations. The standard
contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time
or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue
is recognized. New estimates and judgmental thresholds have been introduced, which determine the amount and/or timing of revenue
recognized. The new standard applies to contracts with customers. The Company adopted IFRS 15 using the modified retrospective
transition method, with the cumulative effect of initially applying the standard recognized as an adjustment to opening retained
earnings at date of initial adoption. Given the Company’s limited revenues, the adoption of IFRS 15 did not have a material
impact on the consolidated financial statements.


 




    	16



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		4.	Changes in significant accounting policies (continued)



 


		(b)	New accounting standard
and interpretations not yet adopted:



 


Leases



 


In January 2016, the IASB issued
IFRS 16, Leases, which will replace IAS 17, Leases and the related interpretations. This standard introduces a single
lessee accounting model and requires all leases of more than 12 months to be reported on a company’s statement of financial
position as assets and liabilities, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use
asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.
This standard substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures
to be provided by lessors. Other areas of the lease accounting model have also been impacted, including the definition of a lease.
Transitional provisions have been provided.


 


The new standard is effective
for annual periods beginning on or after January 1, 2019. The Company will adopt IFRS 16 using the modified retrospective
transition method, with the cumulative effect of initially applying the standard recognized as an adjustment to opening retained
earnings at date of initial adoption. The Company does not expect that the adoption of the standard will have a material effect
on the consolidated financial statements, other than that its operating leases will need to be recognized in its consolidated statement
of financial position on initial adoption of IFRS 16.


 


The nature of expenses related
to those leases will now change because the Company will recognize a depreciation charge for right-of-use assets and interest expense
on lease liabilities. Previously, the Company recognized operating lease expense on a straight-line basis over the term of the
lease, and recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments
and the expense recognized.


 


Based on the information currently
available, the Company expects that the right-of-use asset and lease liability on January 1, 2019 will be between $100 and $164.


 




    	17



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		5.	Cash, cash equivalents and short-term investments:



 


Cash, cash equivalents and short-term
investments consist of cash balances with banks and short-term investments:


 


	 	 	December 31,	 	 	December 31,	 
	 	 	2018	 	 	2017	 
	 	 	 	 	 	 	 
	Cash balances with banks	 	$	1,464	 	 	$	2,932	 
	Short-term investments with initial maturities of less than three months (yielding interest at 1.70% to 1.95% as at December 31, 2018) (December 31, 2017 – 0.95% to 1.20%)	 	 	13,469	 	 	 	4,817	 
	Cash and cash equivalents	 	 	14,933	 	 	 	7,749	 
	 	 	 	 	 	 	 	 	 
	Short-term investments with initial maturities greater than three months and less than one year (yielding interest at 1.90% to 3.10% as at December 31, 2018) (December 31, 2017 – 1.00% to 2.20%)	 	 	33,973	 	 	 	16,139	 
	Cash, cash equivalents and short-term investments	 	$	48,906	 	 	$	23,888	 




 


		6.	Trade and other receivables:



 


Trade and other
receivables consist of:


 


	 	 	December 31,	 	 	December 31,	 
	 	 	2018	 	 	2017	 
	 	 	 	 	 	 	 
	Trade receivables	 	$	3	 	 	$	25	 
	Development support payment receivable (note 8)	 	 	—	 	 	 	475	 
	Deferred payment on sale of subsidiary (note 9)	 	 	—	 	 	 	400	 
	Research tax credits receivable	 	 	655	 	 	 	301	 
	Amounts receivable under license agreements	 	 	35	 	 	 	60	 
	Other receivables	 	 	116	 	 	 	453	 
	 	 	$	809	 	 	$	1,714	 






 


		7.	Sale of investment in FB Health:



 


On June 30, 2017, BELLUS Health
sold its equity interest in FB Health S.p.A (“FB Health”) for a potential total consideration of $2,536, consisting
of an upfront cash payment of $1,769 and a contingent revenue-based milestone payment of up to $767 (€518) to be determined
based on FB Health’s revenues for the twelve-month period ended June 30, 2018. The Company received an amount of $465
in November 2018 as payment of the contingent consideration receivable.


 


In the third quarter of 2018,
prior to payment, the Company adjusted the estimated fair value of the contingent consideration receivable to $465 in the consolidated
statement of financial position, based on available information representing management’s revised best estimate of the amount
to be received ($384 as at December 31, 2017). The change in fair value for the year ended December 31, 2018 amounted to $81,
presented in the consolidated statement of loss (2017 - nil).


 




    	18



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		7.	Sale of investment in FB Health (continued):



 


Prior to the sale of the investment
in FB Health on June 30, 2017, the Company increased the fair value of its investment from $639 to $2,153, representing the estimated
fair value of the total consideration to be received. Total consideration consisted of $1,769 received in cash on closing and the
estimated fair value of the contingent consideration of $384 on the transaction date, determined based on management’s best
estimate of FB Health’s future revenues at that time.


 


A realized gain on sale of investment
in FB Health in the amount of $1,909 (before related income tax expense of $265), being the difference between the fair value of
the total consideration and the amount paid for the original investment, was recognized by the Company in the consolidated statement
of loss for the year ended December 31, 2017, following the sale of the investment.


 


In connection with the fair
value determination of its investment prior to its sale, the Company recorded an increase in fair value of $1,514 for the year
ended December 31, 2017, recognized in other comprehensive income.


 


		8.	In-process research and development asset:



 


BELLUS Health acquired the IPR&D
asset related to BLU-5937 in February 2017 through the obtention from the NEOMED Institute (“NEOMED”) of an exclusive
worldwide license to develop and commercialize BLU-5937, a potent, highly selective, orally bioavailable small molecule antagonist
of the P2X3 receptor, a clinically validated target for chronic cough. The IPR&D asset is accounted for as an indefinite-lived
intangible asset until the project, currently in its clinical phase, is completed or abandoned, at which point it will be amortized
or impaired, respectively. The carrying value of the IPR&D asset related to BLU-5937 amounted to $2,359 as at December 31,
2018 and 2017.


 


Under the terms of the agreement,
BELLUS Health paid NEOMED in 2017 an upfront fee of $3,200, consisting of $1,700 in cash and $1,500 in equity with the issuance
of 5,802,177 BELLUS Health common shares.


 


In addition, NEOMED provided
development support to the BLU-5937 program and contributed $950 towards the funding of research and development activities, of
which $475 was received in 2017 and the balance of $475 was received in May 2018. As at December 31, 2017, the balance of $475
was presented as current Trade and other receivable in the consolidated statement of financial position.


 


Upon its acquisition, BELLUS
Health estimated the fair value of the IPR&D asset related to BLU-5937 at $2,359, being the fair value of the consideration
of $3,200 plus fees paid in relation to acquisition of $109, net of the agreed upon development support payment of $950.


 




    	19



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		8.	In-process research and development asset (continued):



 


As
at December 31, 2017 and 2018, the carrying amount of the IPR&D asset related to BLU-5937 did not exceed its estimated recoverable
amount. The recoverability of this asset is dependent on successfully developing this project and achieving the expected future
revenues from commercialization.


 


		9.	Sale of subsidiary:



 


On March 16, 2017, BELLUS Health
entered into a Share Purchase Agreement with Taro for the sale of 100% of the shares of its wholly-owned subsidiary, Thallion,
including all the rights to the drug candidate ShigamabTM, for a total consideration of $2,700, consisting of a cash payment
of $2,300 on closing and a deferred payment of $400, which was received by the Company in January 2018. In addition, the Company
is entitled to receive a portion of certain potential future post-approval revenues related to the ShigamabTM program. As
at December 31, 2017, the deferred payment on the sale of Thallion of $400 was presented as current Trade and other receivable
in the consolidated statement of financial position.


 


BELLUS Health also entered into
a one-year service agreement with Taro for BELLUS Health to provide support for the preclinical development plan of ShigamabTM
for service fees of $130 over the period. The Company recognized revenues of $130 under this agreement for the year ended December
31, 2017, as all obligations under the agreement had been performed and all service fees had been received at that date.


 


A gain on sale of subsidiary
in the amount of $1,944 (net of transaction costs of $183, the increase in fair value of the contingent consideration payable of
$31 and the carrying value of the asset sold of $542) was recognized in the consolidated statement of loss for the year ended December
31, 2017.


 


In accordance with the terms
of the agreements of the 2013 Thallion acquisition, 5% of the proceeds received by BELLUS Health from the sale of Thallion, including
the ShigamabTM technology (the “ShigamabTM Consideration”), was payable to CVR holders (refer to note
11).


 


		10.	Trade and other payables:



 


Trade and other
payables consist of:


 


	 	 	December 31,	December 31,	 
	 	 	2018	2017	 
	 	 	 	 	 	 	 
	Trade payables	$	555	$	479	 
	Other accrued liabilities	 	1,495	 	1,630	 
	Deferred share unit plans (note 12 (b) (iii))	 	666	 	81	 
	 	$	2,716	$	2,190	 


 




    	20



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		11.	Financial liabilities –
CVRs:



 


On August 15, 2013, BELLUS Health
acquired all the issued and outstanding common shares of Thallion in exchange for cash on closing of the transaction and the issuance
of one contingent value right (“CVR”) per common share to Thallion’s shareholders, with an expiration date of
August 14, 2028, to be paid upon the settlement of the amounts described below.


 


The
CVRs issued to Thallion’s shareholders entitle the holder thereof to: (i) its pro rata share of 100% of any additional purchase
price consideration to be received in relation to a 2009 sale transaction by Thallion, (ii) its pro rata share of 5% of the ShigamabTM
revenue generated or received by BELLUS Health, capped at $6,500, and (iii) its pro rata share of 100% of any net proceeds generated
from the licensing, selling or otherwise commercializing of (a) diagnostic products or services using certain Caprion Proteomics
Inc. products, and (b) all issued patents or pending patents pertaining to such Caprion Proteomics Inc. products, in respect of
which Thallion has an ownership interest or monetary entitlement.


 


The amount to which the holders
of CVRs may be entitled can be reduced for potential contingent liabilities owing by Thallion (including, but not limited to, in
respect of the indemnity agreement entered to in relation to the 2009 sale transaction by Thallion, accounts payable or litigation).


 


In relation to (i) above, BELLUS
Health announced in February 2017 that it had received $573 as settlement for the additional purchase price consideration (“Additional
Consideration Payment”) in relation to the 2009 sale transaction by Thallion. Accordingly, the Company paid a net amount
of $577 ($0.01609 per CVR) to the CVR holders in March 2017.


 


In relation to (ii) above, the
Company paid in April 2017 and in January 2018 net amounts of $95 ($0.00263 per CVR) and $15 ($0.00041 per CVR), respectively,
to the CVR holders, which consists of the ShigamabTM Consideration on the cash payments received on the sale of Thallion (refer
to note 9), less CVR agent costs.


 


As at December 31, 2017, the
Company estimated the fair value of the contingent consideration payable related to CVRs on ShigamabTM future revenues at
$20, consisting of the ShigamabTM Consideration on the deferred payment for the sale of Thallion, which was received by the
Company in January 2018. The ShigamabTM Consideration of $20 was paid to CVR holders in January 2018. The change in fair value
of the contingent consideration payable for the year ended December 31, 2017 amounted to $31 and was presented against the gain
on sale of subsidiary in the consolidated statement of loss.


 


In relation to (iii) above, no
value has been attributed to contingent consideration related to CVRs on future revenues from assets developed by Caprion Proteomics
Inc. as the Company does not expect to receive any revenue from these assets in the future.


 




    	21



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		11.	Financial liabilities – CVRs (continued):



 


The CVRs also entitled the holder
thereof to receive Thallion’s income tax credits deducted in the 2013 Thallion Statement of Net Cash in the event that they
were not claimed by tax authorities after their audit, or their assessment period expired (the “Income Tax Credits”).
As they were not claimed nor assessed, BELLUS Health paid on January 25, 2019 a net amount of $134 ($0.00374 per CVR) to the CVR
holders, which consists of the Income Tax Credits of $159 less CVR agent costs. The amount of $159 was provisioned against prior
to its payment and is presented as Trade and other payables in the consolidated statement of financial position at as December
31, 2018 and 2017.


 


All payments made to CVR holder
were in accordance with the terms of the agreements of the 2013 Thallion acquisition by BELLUS Health.


 


The Company expects that there
will be no additional payment to CVR holders.


 


		12.	Shareholders’ equity:



 


		(a)	Share capital:



 


The authorized
share capital of the Company consists of:


 


		·	an unlimited number of voting common shares with no par
value; and



		·	an unlimited number of non-voting preferred shares, issuable
in one or more series, with no par value.



 


Issued and outstanding common
shares are as follows:


 


	 	 	Number	 	 	Dollars	 
	 	 	 	 	 	 	 
	Balance, December 31, 2017	 	 	119,497,581	 	 	$	467,253	 
	 	 	 	 	 	 	 	 	 
	Issued in connection with the 2018 Offering (i)	 	 	36,842,105	 	 	 	35,000	 
	 	 	 	 	 	 	 	 	 
	Issued upon broker warrants exercise (note 12 (b) (ii))	 	 	700,000	 	 	 	453	 
	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2018	 	 	157,039,686	 	 	$	502,706	 




 




    	22



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 


		12.	Shareholders’ equity (continued):



 


		(a)	Share capital (continued):



 


	 	 	 	Number	 	 	 	Dollars	 
	 	 	 	 	 
	Balance, December 31, 2016	 	 	61,063,824	 	 	$	445,753	 
	 	 	 	 	 	 	 	 	 
	Issued in connection with the 2017 Offering (ii)	 	 	52,631,580	 	 	 	20,000	 
	 	 	 	 	 	 	 	 	 
	Issued as part of upfront fee for license acquisition (iii)	 	 	5,802,177	 	 	 	1,500	 
	 	 	 	 	 	 	 	 	 
	Balance, December 31, 2017	 	 	119,497,581	 	 	$	467,253	 



 


		(i)	On December 18, 2018, the Company closed an equity offering,
issuing a total of 36,842,105 common shares from treasury at a price of $0.95 per share for aggregate gross proceeds
of $35,000 (the “2018 Offering”). Share issue costs of $2,972, comprised of agent commission, legal, professional and
filing fees of $2,585, as well as broker warrants having a fair value of $387 (refer to note 12 (b) (ii)), have been charged to
the deficit. 



 


		(ii)	On December 12, 2017, the Company closed an equity offering,
issuing a total of 52,631,580 common shares from treasury at a price of $0.38 per share for aggregate gross proceeds
of $20,000 (the “2017 Offering”). Share issue costs of $1,942, comprised of agent commission, legal, professional and
filing fees of $1,459, as well as broker warrants having a fair value of $483 (refer to note 12 (b) (ii)), have been charged to
the deficit. 



 


		(iii)	On February 28, 2017, the Company issued 5,802,177
common shares from treasury as part of an upfront payment to obtain an exclusive worldwide license to develop and commercialize
BLU-5937 (refer to note 8).



 




    	23



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		12.	Shareholders’ equity (continued):



 


		(b)	Share-based payment arrangements:



 


		(i)	Stock Option Plan:



 


Under
its stock option plan, the Company may grant options to purchase common shares to directors, officers, employees and consultants
of the Company (the “Stock Option Plan”). The number of common shares subject to each stock option, the vesting period,
the expiration date and other terms and conditions related to each stock option are determined and approved by the Board of Directors.
In general, stock options vest over a period of up to five years and are exercisable over a period of 10 years from the grant date.
The aggregate number of common shares reserved for issuance under this plan shall not exceed 12.5% of the total issued and outstanding
common shares of the Company from time to time. The aggregate number of common shares reserved for issuance at any time to any
optionee shall not exceed 5% of the issued and outstanding common shares of the Company. The aggregate number of common shares
issuable or reserved for issuance to insiders of the Company under this plan and any other share compensation arrangement of the
Company cannot at any time exceed 10% of the issued and outstanding common shares of the Company. The option price per share is
equal to the weighted average trading price of common shares for the five days preceding the date of grant during which the common
shares were traded on the TSX. 


 


Changes in outstanding stock
options issued under the Stock Option Plan for the years ended December 31, 2018 and 2017 were as follows:


 


	 	 	 	Number	 	 	 	Weighted 
average 
exercise price	 
	 	 	 	 	 
	Options outstanding, December 31, 2017	 	 	7,293,000	 	 	$	0.44	 
	Granted (1), (2)	 	 	4,300,000	 	 	 	0.36	 
	Options outstanding, December 31, 2018	 	 	11,593,000	 	 	$	0.41	 



 


		(1)	4,150,000 stock options were granted on February 20, 2018, having
an exercise price of $0.35; 3,800,000 granted to key management personnel and 350,000 granted to other employees.



		(2)	150,000 stock options were granted on July 10, 2018 to other employees,
having an exercise price of $0.57.



 




    	24



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 


		12.	Shareholders’ equity (continued):



 


		(b)	Share-based payment arrangements
(continued):



 


		(i)	Stock Option Plan (continued):



 


	 	 	 	Number	 	 	 	Weighted 
average 
exercise price	 
	 	 	 	 	 
	Options outstanding, December 31, 2016	 	 	4,788,000	 	 	$	0.53	 
	Granted (3), (4)	 	 	2,885,000	 	 	 	0.31	 
	Forfeited	 	 	(290,000	)	 	 	0.58	 
	Expired	 	 	(90,000	)	 	 	0.50	 
	Options outstanding, December 31, 2017	 	 	7,293,000	 	 	$	0.44	 



 


		(3)	Stock options granted on May 23, 2017, having an exercise price of
$0.30; 2,400,000 stock options were granted to key management personnel and 285,000 were granted to other employees.



		(4)	Stock options granted on November 7, 2017, having an exercise price
of $0.42; 150,000 stock options were granted to key management personnel and 50,000 were granted to other employees.



 


The following table summarizes
information about stock options outstanding and exercisable as at December 31, 2018:


 


	 	Options outstanding	Options exercisable
	 	 	Weighted	 
	 	 	average	 
	 	 	years to	 
	Exercise price/share	Number	expiration	Number
	 	 	 	 
	$0.30	2,630,000	8.3	562,000
	$0.35	4,150,000	9.1	—
	$0.42	200,000	8.9	40,000
	$0.50	4,300,000	3.6	4,300,000
	$0.57	150,000	9.5	—
	$1.05	60,000	3.6	60,000
	$1.12	103,000	7.2	41,200
	 	11,593,000	6.9	5,003,200


 




    	25



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		12.	Shareholders’ equity (continued):



 


		(b)	Share-based payment arrangements
(continued):



 


		(i)	Stock Option Plan (continued):



 


Stock-based
compensation:


 


For the year ended December
31, 2018, the Company recorded a stock-based compensation expense related to stock options granted under the stock option plan
in the amount of $699 in the consolidated statement of loss; from this amount, $109 is presented in Research and development expenses
and $590 is presented in General and administrative expenses (2017 – $192, $32 presented in Research and development
expenses and $160 presented in General and administrative expenses).


 


The fair value of each stock
option granted is estimated on the date of grant using the Black-Scholes pricing model. Expected volatility is estimated by considering
historic average share price volatility for a period commensurate with the expected life.


 


The weighted average assumptions
for stock options granted during the years ended December 31, 2018 and 2017 were as follows:


 


	 	 	 	2018 (1)	 	 	 	2017 (2)	 
	 	 	 	 	 
	Weighted average fair value of stock options at grant date	 	$	0.29	 	 	$	0.27	 
	Weighted average share price	 	$	0.36	 	 	$	0.31	 
	Weighted average exercise price	 	$	0.36	 	 	$	0.31	 
	Risk-free interest rate	 	 	2.19	%	 	 	1.19	%
	Expected volatility	 	 	100	%	 	 	107	%
	Expected life in years	 	 	7	 	 	 	7	 
	Expected dividend yield	 	 	Nil	 	 	 	Nil	 



 


		(1)	Stock options were granted
on February 20, 2018 and on July 10, 2018.



		(2)	Stock options were granted
on May 23, 2017 and on November 7, 2017.



 


Dividend yield was excluded
from the calculation, since it is the present policy of the Company to retain all earnings to finance operations and future growth.


 


		(ii)	Broker warrants:



 


In connection with the 2018
Offering on December 18, 2018, the Company issued 1,450,264 broker warrants exercisable for common shares. Each broker warrant
entitles the holders to buy one common share at a price of $0.95 per share for a period of 18 months from the closing of the
2018 Offering. The fair value of brokers warrants of $387 was allocated to Other Equity upon issuance.


 




    	26



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		12.	Shareholders’ equity (continued):



 


		(b)	Share-based payment arrangements
(continued):



 


		(ii)	Broker warrants (continued):



 


In connection with the 2017
Offering on December 12, 2017, the Company issued 1,806,735 broker warrants exercisable for common shares. Each broker warrant
entitles the holders to buy one common share at a price of $0.38 per share for a period of 18 months from the closing of the
2017 Offering. The fair value of brokers warrants of $483 was allocated to Other Equity upon issuance.


 


Changes in
outstanding broker warrants for the years ended December 31, 2018 and 2017 were as follows:


 


	 	 	 	Number	 	 	 	Dollars	 
	 	 	 	 	 
	Broker warrants outstanding, December 31, 2016	 	 	—	 	 	$	—	 
	 	 	 	 	 	 	 	 	 
	Issued in connection with the 2017 Offering	 	 	1,806,735	 	 	 	483	 
	 	 	 	 	 	 	 	 	 
	Broker warrants outstanding, December 31, 2017	 	 	1,806,735	 	 	$	483	 
	 	 	 	 	 	 	 	 	 
	Issued in connection with the 2018 Offering	 	 	1,450,264	 	 	 	387	 
	Exercised (1)	 	 	(700,000	)	 	 	(187	)
	 	 	 	 	 	 	 	 	 
	Broker warrants outstanding, December 31, 2018	 	 	2,556,999	 	 	$	683	 



 


		(1)	On September 12, 2018, the Company issued 700,000 common shares from treasury upon the exercise
of 700,000 broker warrants issued in connection with the 2017 Offering. As a result of their exercise, the carrying value of the
broker warrants of $187, initially allocated to Other equity pending the issuance of common shares, was reclassified to Share capital.



 


The fair value of broker warrants
issued was estimated on the date of issuance using the Black-Scholes pricing model. Expected volatility is estimated by considering
historic average share price volatility for a period commensurate with the expected life.


 




    	27



     


    

 





bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		12.	Shareholders’ equity (continued):



 


		(b)	Share-based payment arrangements
(continued):



 


		(ii)	Broker warrants (continued):



 


The assumptions for broker warrants
issued during the years ended December 31, 2018 and 2017 were as follows:


 


	 	 	 	2018 (1)	 	 	 	2017 (2)	 
	 	 	 	 	 
	Fair value of broker warrants at grant date	 	$	0.27	 	 	$	0.27	 
	Share price	 	$	0.95	 	 	$	0.38	 
	Exercise price	 	$	0.95	 	 	$	0.38	 
	Risk-free interest rate	 	 	1.95	%	 	 	1.50	%
	Expected volatility	 	 	56	%	 	 	169	%
	Expected life in years	 	 	1.5	 	 	 	1.5	 
	Expected dividend yield	 	 	Nil	 	 	 	Nil	 






		(1)	Broker warrants issued on December 18, 2018 in connection with the 2018 Offering. 



		(2)	Broker warrants issued on December 12, 2017 in connection with the 2017 Offering. 



 


Dividend yield was excluded from
the calculation, since it is the present policy of the Company to retain all earnings to finance operations and future growth.


 


		(iii)	Deferred share unit (DSU) plans:



 


The Company has deferred share
unit (“DSU”) plans for employees and members of the Board of Directors created to afford the Company the flexibility
to offer DSUs as an alternative to cash compensation.


 


The
price of DSUs is determined by the five-day volume weighted average trading price of the Company’s common shares at the time
the DSUs are issued, as provided for under the respective plans. The DSUs are redeemable only upon the participant’s resignation,
termination, retirement or death, in cash, at a value equal to the number of DSUs credited, multiplied by the 5-day market value
weighted average price of common shares prior to the date on which a notice of redemption is filed.


 


For DSUs,
compensation cost is measured based on the market price of the Company's common shares from the date of grant through to the settlement
date. Any changes in the market value of the Company's common shares through to the settlement date result in a change to the measure
of compensation cost for those awards and are recorded in income.


 




    	28



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		12.	Shareholders’ equity (continued):



 


		(b)	Share-based payment arrangements (continued):



 


		(iii)	Deferred share unit (DSU) plans (continued):



 


Changes in the number of units
for the years ended December 31, 2018 and 2017 were as follows:


 


	Number of units	 	2018	 	 	2017	 
	Balance, beginning of year	 	 	217,953	 	 	 	217,953	 
	Units granted (1)	 	 	435,108	 	 	 	—	 
	Units redeemed	 	 	(193	)	 	 	—	 
	Balance, end of year	 	 	652,868	 	 	 	217,953	 
	Balance of DSU liability, included in Trade and other payables	 	$	666	 	 	$	81	 






		(1)	All DSUs were granted to key
management personnel.



 


During the year ended December
31, 2018, the Company granted 435,108 DSUs having a weighted average fair value per unit of $0.5510, and 193 units were redeemed
at a fair value per unit of $1.0671. The stock-based compensation expense related to DSU plans recorded in the consolidated statement
of loss for the year ended December 31, 2018 amounted to $512; from this amount, $1 is presented in Research and development expenses
and $511 is presented in General and administrative expenses (2017 – $18, presented in General and administrative expenses).
The value of DSUs granted in 2018 for which services have not been rendered as at December 31, 2018 amounts to $73 and is presented
in Prepaid expenses and other assets in the consolidated statement of financial position.


 


		13.	Personnel expenses:



 


The aggregate compensation to personnel
of the Company for the years ended December 31, 2018 and 2017 is set out below:


 


	 	 	 	2018	 	 	 	2017	 
	 	 	 	 	 
	Short-term benefits	 	$	2,412	 	 	$	2,037	 
	DSUs plans expense	 	 	512	 	 	 	18	 
	Stock option plan expense	 	 	699	 	 	 	192	 
	 	 	$	3,623	 	 	$	2,247	 



 




    	29



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		14.	Net finance income:



 


Finance
income and Finance costs for the years ended December 31, 2018 and 2017 were attributed as follows:


 


	 	 	2018	 	 	2017	 
	 	 	 	 	 	 	 
	Interest income	 	$	362	 	 	$	80	 
	Foreign exchange gain	 	 	384	 	 	 	—	 
	Finance income	 	 	746	 	 	 	80	 
	 	 	 	 	 	 	 	 	 
	Interest and bank charges	 	 	(5	)	 	 	(11	)
	Foreign exchange loss	 	 	—	 	 	 	(50	)
	Finance costs	 	 	(5	)	 	 	(61	)
	Net finance income	 	$	741	 	 	$	19	 



 


		15.	Income taxes:



 


Deferred tax expense


 





	 	 	December
    31,	 	 	December
    31,	 
	 	 	2018	 	 	2017	 
	 	 	 	 	 	 	 
	Origination
    and reversal of temporary differences	 	$	(2,111	)	 	$	(377	)
	Change in unrecognized
    deductible temporary differences	 	 	 	 	 	 	 	 
	including
    effect of change in tax rate of $26	 	 	 	 	 	 	 	 
	in
    2018 (2017 – $39)	 	 	2,111	 	 	 	438	 
	Deferred
    tax expense	 	$	—	 	 	$	61	 








 


 




    	30



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		15.	Income taxes (continued):



 


Deferred tax expense (continued)


 


Reconciliation of effective
tax rate:


 





	 	 	Year ended	 	 	Year ended	 
	 	 	December 31,	 	 	December 31,	 
	 	 	2018	 	 	2017	 
	Loss before income taxes	 	$	(9,084	)	 	$	(1,813	)
	Tax using the Company’s domestic tax rate	 	 	(2,425	)	 	 	(486	)
	Change in unrecognized deductible temporary differences	 	 	2,111	 	 	 	1,432	 
	Non-taxable accounting gain on sale of investment in FB Heath and sale of subsidiary	 	 	(22	)	 	 	(1,033	)
	Effect of change in tax rate	 	 	26	 	 	 	39	 
	Non-deductible stock option expense	 	 	186	 	 	 	51	 
	Permanent differences and other items	 	 	124	 	 	 	58	 
	Total deferred tax expense	 	$	—	 	 	$	61	 









 


The applicable statutory
tax rates are 26.7% in 2018 and 26.8% in 2017. The Company’s applicable tax rate is the Canadian combined rates applicable
in the jurisdiction in which the Company operates. The decrease is due to the reduction of the Quebec income tax rate in 2018
from 11.8% to 11.7%.


 


A deferred tax recovery of $61
related to the sale of the investment in FB Health on June 30, 2017, net of the increase in fair value of the investment prior
to its sale, was recognized in other comprehensive income for the year ended December 31, 2017, and an equal and offsetting amount
was recognized as a deferred tax expense in income.


 


Deferred tax assets and liabilities


 


Recognized deferred tax assets
and liabilities:


 


As at December 31, 2018 and
2017, recognized deferred tax assets and liabilities are attributable to the following:


 







	 	 	Assets	 	 	Liabilities	 	 	Net	 
	 	 	2018	 	 	2017	 	 	2018	 	 	2017	 	 	2018	 	 	2017	 
	Taxes losses carried forward	 	$	25	 	 	$	25	 	 	$	—	 	 	$	—	 	 	$	25	 	 	$	25	 
	Equipment	 	 	—	 	 	 	—	 	 	 	(16	)	 	 	(16	)	 	 	(16	)	 	 	(16	)
	Trade and other receivables	 	 	—	 	 	 	—	 	 	 	(9	)	 	 	(9	)	 	 	(9	)	 	 	(9	)
	Tax assets (liabilities)	 	 	25	 	 	 	25	 	 	 	(25	)	 	 	(25	)	 	 	—	 	 	 	—	 
	Set off of tax	 	 	(25	)	 	 	(25	)	 	 	25	 	 	 	25	 	 	 	—	 	 	 	—	 
	Net tax assets (liabilities)	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 












 




    	31



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		15.	Income taxes (continued):



 


Deferred tax assets and liabilities
(continued)


 


Unrecognized deferred tax assets
and investment tax credits:


 


As at December 31, 2018 and 2017,
the amounts and expiry dates of tax attributes and temporary differences for which no deferred tax assets was recognized were as
follows:


 








	 	 	December
    31, 2018	 	 	December
    31, 2017	 
	 	 	Federal	 	 	Provincial	 	 	Federal	 	 	Provincial	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Research
    and development expenses, without time limitation	 	$	6,300	 	 	$	6,496	 	 	$	1,122	 	 	$	778	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Federal research and development investment
    tax credits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2037	 	 	309	 	 	 	—	 	 	 	168	 	 	 	—	 
	 	2038	 	 	462	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	771	 	 	 	—	 	 	 	168	 	 	 	—	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tax losses carried forward	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2032	 	 	338	 	 	 	211	 	 	 	525	 	 	 	525	 
	 	2033	 	 	894	 	 	 	894	 	 	 	894	 	 	 	894	 
	 	2034	 	 	822	 	 	 	822	 	 	 	822	 	 	 	822	 
	 	2035	 	 	1,116	 	 	 	1,051	 	 	 	1,116	 	 	 	1,051	 
	 	2036	 	 	1,143	 	 	 	1,143	 	 	 	1,143	 	 	 	1,143	 
	 	2037	 	 	2,311	 	 	 	2,476	 	 	 	4,103	 	 	 	4,507	 
	 	2038	 	 	5,131	 	 	 	4,947	 	 	 	—	 	 	 	—	 
	 	 	 	 	11,755	 	 	 	11,544	 	 	 	8,603	 	 	 	8,942	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital
    losses	 	 	14,120	 	 	 	14,120	 	 	 	14,171	 	 	 	14,171	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
    deductible temporary differences, without time limitation	 	$	3,808	 	 	$	3,808	 	 	$	101	 	 	$	101	 








 


Deferred tax assets and
investments tax credits have not been recognized in respect to these items because it is not probable that future taxable profit
will be available against which the Company can utilize the benefits therefrom. The generation of future taxable profit is dependent
on the successful commercialization of the Company’s products and technologies.




    	32



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 


		16.	Loss per share:



 




	 	 	Year ended	 	 	Year ended	 
	 	 	December 31,	 	 	December 31,	 
	 	 	2018	 	 	2017	 
	 	 	 	 	 	 	 
	Basic weighted average number of common shares outstanding	 	 	121,020,724	 	 	 	68,667,841	 
	 	 	 	 	 	 	 	 	 
	Basic and diluted loss per share	 	$	(0.08	)	 	$	(0.03	)






 


Excluded from the calculation
of the diluted loss per share for the years ended December 31, 2018 and 2017 is the impact of all stock options granted under the
Stock Option Plan and broker warrants, as they would be anti-dilutive.


 


Stock
options granted under the Stock Option Plan and broker warrants could potentially be dilutive in the future.


 


		17.	Commitments and contingencies:



 


		(a)	Operating leases:



 


Minimum annual lease payments
are as follows:


 


	 	 	 
	Less than one year	 	$	151	 
	Between one and five years	 	 	13	 
	 	 	$	164	 



 


The property lease is a non-cancellable
lease, with rent payable monthly in advance, which expires on January 31, 2020.


 


During the year ended December
31, 2018, an amount of $147 was recognized as an expense in the consolidated statement of loss in respect of operating leases (2017
 – $143).


 


		(b)	Contracts in the normal course of business:



 


The Company enters into contracts
in the normal course of business, including for research and development activities, consulting and other services.


 


As at December 31, 2018, the Company
has commitments for expenditures related to contracts for research and development activities of approximately $6,785, of which
$4,959 is due in 2019 and $1,826 is due in 2020.


 




    	33



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 



		17.	Commitments and contingencies (continued):



 


		(c)	Indemnity agreement:



 


The Company
is potentially liable in relation to the following indemnity agreement:


 


In March 2017, the Company entered
into a Share Purchase Agreement with Taro for the sale of the Company’s wholly-owned subsidiary Thallion, including all the
rights to the drug candidate ShigamabTM (refer to note 9). The Company agreed to indemnify Taro, subject to certain
conditions and limitations, for losses which it may suffer or incur, arising out of any debts, liabilities, commitments or obligations
of any nature resulting from any matters, actions, events, facts or circumstances related to the activities or affairs of Thallion,
which occurred prior to the effective time of the Share Purchase Agreement. No indemnity provision has been recorded by the Company
as at December 31, 2018 and 2017 for this matter as the Company does not expect to make any payments under this indemnity agreement.


 


		(d)	License agreements and research collaborations:



 


		(i)	On February 28, 2017, BELLUS Health announced that it had obtained from NEOMED an exclusive worldwide
license to develop and commercialize BLU-5937 (refer to note 8). Under the terms of the agreement, the Company is committed to
pay NEOMED a royalty on potential net sales-based future revenues from BLU-5937, and in lieu of milestone payments, a certain portion
of all other revenues received from BLU-5937 in accordance with a pre-established schedule whereby the shared revenue portion decreases
as the program progresses in development. No amount is payable as at December 31, 2018 under this agreement.



 


		(ii)	On February 1, 2006, the Company entered into an assignment agreement with Parteq Research and
Development Innovations (Parteq), which was amended on April 1, 2011 (the Assignment Agreement). Pursuant to the Assignment Agreement,
Parteq agreed and assigned certain intellectual property to the Company for consideration, comprising an upfront payment and various
deferred payment amounts. The Assignment Agreement also provides for annual technology payments, deferred milestone payments and
deferred graduated payments based on gross revenues to be generated from commercialized pharmaceutical products, as well as other
than pharmaceutical products, such as nutraceutical or natural health care products. Non-significant amounts are payable as at
December 31, 2018 under this agreement.



 


		(iii)	Under the terms of an agreement with the federal Ministry of Industry (Technology Partnerships
Canada Program), as amended in 2005, the Company is committed to pay the federal government royalties equal to 7.24% of certain
milestone revenue and 0.724% of end-product sales realized from the commercialization of effective orally-administered therapeutics
for the treatment of Alzheimer’s disease for a limited period after regulatory approval, subject to a maximum of $20,540.
To date, no royalties have been paid under this agreement.



 




    	34



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 




		17.	Commitments and contingencies (continued):



 


		(e)	Consulting and services agreement:



 


The payments under the consulting
and services agreement with Picchio International Inc. (Picchio International) (refer to note 18 (b)) will amount to $250
in 2019, plus the reimbursement of applicable expenses for services rendered under the agreement.


 


		(f)	Letter of credit:



 


As at December 31, 2018, the Company
is contingently liable for a letter of credit in the amount of $50 (2017 - $50). Cash is pledged under the letter of credit and
is presented as non-current Other assets in the consolidated statement of financial position as at December 31, 2018.


 


		18.	Related party transactions:



 


		(a)	There is no single ultimate controlling party.



 


		(b)	Dr. Francesco Bellini, Chairman of the Board of Directors, provides ongoing advisory services to
the Company under the terms of a consulting and services agreement between the Company and Picchio International, wholly-owned
by Dr. Francesco Bellini and his spouse. The agreement has a one-year term and shall renew for successive one-year terms. The Company
recorded fees and expenses of $381 for both of the years ended December 31, 2018 and 2017.



 


		(c)	Key management personnel:



 


The Chief Executive Officer, Vice-Presidents
and Directors of BELLUS Health are considered key management personnel.


 


The aggregate compensation to
key management personnel of the Company for the years ended December 31, 2018 and 2017 is set out below:


 


	 	 	 	2018	 	 	 	2017	 
	 	 	 	 	 
	Short-term benefits	 	$	1,810	 	 	$	1,676	 
	DSU plans expense	 	 	512	 	 	 	18	 
	Stock option plan expense	 	 	626	 	 	 	179	 
	 	 	$	2,948	 	 	$	1,873	 



 


		19.	Segment disclosures:



 


Business segment:


 


The Company operates in one business
segment, which is the development of drug candidates for health solutions. As at December 31, 2018, all of the Company’s
operations were conducted in Canada.


 




    	35



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		20.	Capital management:



 


The Company’s objective
in managing capital is to ensure a sufficient liquidity position to finance its research and development activities, including
pipeline expansion, general and administrative expenses, working capital and overall capital expenditures.


 


Since inception, the Company
has financed its liquidity needs primarily through public offerings of common shares, private placements, the issuance of convertible
notes, asset sales and the proceeds from research tax credits. When possible, the Company tries to optimize its liquidity needs
by non-dilutive sources, including research tax credits, grants, interest income, as well as with proceeds from collaboration and
research agreements, asset sales or product licensing agreements.


 


Historically, when the Company
had the option, it has settled its obligations through the issuance of common shares instead of in cash to preserve its liquidities
to finance its operations and future growth.


 


The Company defines capital to
include total shareholders’ equity.


 


The capital management objectives
remain the same as previous fiscal year.


 


As at December 31, 2018, cash,
cash equivalents and short-term investments amounted to $48,906. The Company’s general policy on dividends is to retain cash
to keep funds available to finance the Company’s growth.


 


The Company is not subject to
any capital requirements that are externally imposed.


 


		21.	Financial instruments:



 


		(a)	Financial instruments - carrying values and fair values:



 


Fair value estimates are made
as of a specific point in time, using available information about the financial instrument. These estimates are subjective in nature
and may not be determined with precision.


 


Financial assets and liabilities
measured at fair value on a recurring basis as at December 31, 2017 were the contingent consideration receivable in relation to
the sale of the investment in FB Health and the contingent consideration payable in relation to CVRs on ShigamabTM future
revenues. These financial instruments were measured using Level 3 inputs.


 




    	36



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		21.	Financial instruments (continued):



 


		(a)	Financial instruments - carrying values and fair values
(continued):



 


For the years
ended December 31, 2018 and 2017, the reconciliation of the beginning and ending balance of assets and liabilities measured at
fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows:


 


	 	 	Contingent	 	 	 	 	 	Contingent	 	 	Contingent	 
	 	 	consideration	 	 	Investment	 	 	right	 	 	consideration	 
	 	 	receivable	 	 	in FB Health	 	 	asset	 	 	payable	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance as at December 31, 2016	 	$	—	 	 	$	639	 	 	$	573	 	 	$	(677	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Change in fair value for the year (1)	 	 	—	 	 	 	1,514	 	 	 	—	 	 	 	—	 
	Sale of shares of financial asset (1)	 	 	—	 	 	 	(2,153	)	 	 	—	 	 	 	—	 
	Contingent consideration (1)	 	 	384	 	 	 	—	 	 	 	—	 	 	 	—	 
	Change in fair value (reported as a   reduction of the gain on sale of subsidiary) (2)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(31	)
	Payment received from third party	 	 	—	 	 	 	—	 	 	 	(573	)	 	 	—	 
	Reduction for distribution to CVR   holders	 	 	—	 	 	 	—	 	 	 	—	 	 	 	688	 
	Balance as at December 31, 2017	 	 	384	 	 	 	—	 	 	 	—	 	 	 	(20	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Change in fair value for the year	 	 	81	 	 	 	—	 	 	 	—	 	 	 	—	 
	Payment received from third party	 	 	(465	)	 	 	—	 	 	 	—	 	 	 	—	 
	Reduction for distribution to CVR holders	 	 	—	 	 	 	—	 	 	 	—	 	 	 	20	 
	Balance as at December 31, 2018	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 






		(1)	Change in fair value is presented in reduction of the realized
gain on sale of investment in FB Health (refer to note 7).



		(2)	Change in fair value is presented in reduction of the gain
on sale of subsidiary (refer to note 9).



 


For its financial assets and liabilities
measured at amortized cost as at December 31, 2018, the Company has determined that the carrying value of its short-term financial
assets and liabilities approximates their fair value because of the relatively short periods to maturity of these instruments.


 




    	37



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		21.	Financial instruments (continued):



 


		(b)	Credit risk management:



 


Credit risk results from the possibility
that a loss may occur from the failure of another party to perform according to the terms of the contract.


 


Financial instruments that potentially
subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, short-term investments
and trade and other receivables. The Company invests cash mainly with major North American financial institutions. Cash equivalents
and short-term investments are comprised of fixed income instruments with a high credit ranking (not less than A-1) as rated by
Standard and Poor’s. The Company has investment policies that are designed to provide for the safety and preservation of
principal, the Company's liquidity needs and yields that are appropriate.


 


As at December 31, 2018, the Company’s
maximum credit exposure corresponded to the carrying amount of these financial assets.


 


		(c)	Liquidity risk management:



 


Liquidity risk is the risk that
the Company will not be able to meet its financial obligations as they fall due. The Company requires continued access to capital
markets to support its operations, as well as to achieve its strategic plans. Any impediments to the Company’s ability to
access capital markets, including the lack of financing capability or an adverse perception in capital markets of the Company’s
financial condition or prospects, could have a materially adverse effect on the Company. In addition, the Company’s access
to financing is influenced by the economic and credit market environment.


 


The Company manages liquidity
risk through the management of its capital structure, as outlined in note 20. It also manages liquidity risk by continuously
monitoring actual and projected cash flows. The Board of Directors reviews, approves and monitors the Company’s operating
and capital budgets, as well as any material transactions.


 


The balance of accounts payable
and accrued liabilities is due within one year. For information on the maturity of commitments and contingencies, see note 17.


 




    	38



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 





		21.	Financial instruments (continued):



 


		(d)	Foreign currency risk management:



 


Foreign currency risk is the risk
that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
Foreign currency risk is limited to the portion of the Company’s business transactions denominated in currencies other than
Canadian dollars. The Company’s exposure relates primarily to changes in the Canadian dollar versus the US dollar exchange
rate. For the Company’s foreign currency transactions, fluctuations in the respective exchange rates relative to the Canadian
dollar will create volatility in the Company’s cash flows and the reported amounts for revenue and expenses in income. Additional
variability arises from the translation of monetary assets and liabilities denominated in currencies other than the Canadian dollar
at the rates of exchange at each statement of financial position date, the impact of which is reported as a foreign exchange gain
or loss in income. The Company holds a portion of its cash, cash equivalents and short-term investments in US dollars to meet its
liquidity needs in US dollars, but does not use derivative financial instruments to reduce its foreign exchange exposure.


 


The following table provides an
indication of the Company’s significant foreign currency exposures as at December 31, 2018:


 


	 	 	December 31,	 
	(in CDN dollars)	 	2018	 
	 	 	 	 
	Net assets denominated in US dollars:	 	 	 
	Cash and cash equivalents	$	7,477	 
	Short-term investments	 	14,333	 
	Trade and other payables	 	(760	)
	 	$	21,050	 



 


Based on the Company’s net
foreign currency exposure noted above, and assuming that all other variables remain constant, a hypothetical 10% depreciation or
appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of $2,105 on income.


 


The $US to $CDN exchange rate
applied as at December 31, 2018 was 1.3637.


 




    	39



     


    

 


bellus health INC.


Notes to Consolidated Financial
Statements (Continued)


 


Years ended December 31, 2018 and 2017


(in thousands of Canadian dollars, except per
share data, unless otherwise noted)


 


 








		21.	Financial instruments (continued):



 


		(e)	Interest rate risk:



 


Interest rate risk is the risk
that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.


 


The Company’s exposure to
interest rate risk is as follows:


 


	Cash and cash equivalents	Short-term fixed and variable interest rate
	Short-term investments	Short-term fixed interest rate
	Restricted cash	Short-term fixed interest rate


 


Based on the carrying amount of
variable interest-bearing financial instruments as at December 31, 2018, an assumed 1% increase or 1% decrease in interest
rates during such period would have had no significant effect on income.


 


Management believes that the risk
that the Company will realize a loss as a result of the decline in the fair value of its cash equivalents and short-term investments
is limited because these investments have short-term maturities and are generally held to maturity.


 


The capacity of the Company to
reinvest the short-term amounts with equivalent returns will be impacted by variations in short-term fixed interest rates available
in the market.


 


Interest income presented in the
consolidated statement of loss represents interest income on financial assets classified as loans and receivables.


 




    	40