ESSA PHARMA INC. SEVERANCE PLAN Section 1. Purpose of the Plan This ESSA Pharma Inc. Severance Plan (the " Plan ") is intended to promote the interests of the Company by helping the Company retain qualified executives, m

1. Purpose of the Plan

This ESSA Pharma Inc. Severance

Plan (the "Plan") is intended to promote the interests of the Company by helping the Company retain qualified executives,

maintain a stable work environment and provide economic security to eligible executives in the event of certain qualifying terminations

of employment, including in connection with a Change in Control of the Company, and subject to the terms of the Plan. It is also contemplated

that the Plan will enhance the ability of the Company and its wholly-owned Subsidiaries to attract and retain the services of individuals

who are essential for the growth and profitability of the Company and to encourage them to devote their best efforts to the business of

the Company, thereby advancing the interests of the Company. Capitalized terms used but not otherwise defined herein have the meanings

set forth in Section 2.

The Plan is not intended

to be included in the definitions of "employee pension benefit plan" or "pension plan" set forth under Section

3(2) of ERISA. The Plan is intended to meet the descriptive requirements of a plan constituting a "severance pay plan" within

the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b). Notwithstanding

the foregoing, if and to the extent that the Plan is deemed to be an "employee pension benefit plan" or "pension plan"

as set forth under Section 3(2) of ERISA, then the Plan is intended, for all purposes under ERISA, to constitute a plan that is unfunded

and maintained by the Company primarily for the purposes of providing deferred compensation for a select group of management or highly

compensated employees.

As used in the Plan, the

following terms shall have the meanings set forth below:

shall have the meaning set forth in the Omnibus Plan.

Salary" means a Participant's annual base salary as in effect immediately prior to the Qualifying Termination Date or,

if higher, as in effect immediately prior to the occurrence of an event or circumstance constituting Good Reason.

Subsidy" means, to the extent a Participant employed in the United States shall have elected continuation coverage under the

Consolidated Budget Reconciliation Act of 1985, as amended, the Company's provision of continued participation to the Participant

and his or her eligible dependents in the health, dental and vision benefit plans of the Company in which the Participant participated

immediately prior to the Participant's Qualifying Termination (or, if more favorable, immediately before any circumstance giving

rise to Good Reason) on the same basis as similarly situated active employees from time to time or, if continued participation in such

plans is not possible, substantially equivalent coverage or, to the extent such Benefit Subsidy would result in a taxable event to the

Participant, the Company's payment to the Participant of an amount equal to the lesser of (i) the amount that the Company determines

is sufficient to obtain substantially comparable insurance coverage, and (ii) the amount the Company would have contributed (or been deemed

to contribute) to coverage had continued participation in the applicable Company plan had such participation been possible. If a Participant

is not enrolled in a group health plan sponsored by the Company or an Affiliate as of the immediately prior to the Qualifying Termination

Date, the term Benefit Subsidy shall mean for such Participant a payment equal to the amount that the Company determines the Company would

have contributed to such coverage had the Participant participated in such a plan during the Continuation Period.

means the board of directors of the Company.

Executive means the Company's Chief Financial Officer, Chief Operating Officer and Chief Medical Officer.

shall have the meaning set forth in the Omnibus Plan.

in Control" shall have the meaning set forth in the Omnibus Plan.

shall have the meaning set forth in the Omnibus Plan.

means ESSA Pharma Inc., a company incorporated under the laws of the Province of British Columbia, and, except as the context otherwise

requires, its wholly-owned Subsidiaries and any successor by merger, acquisition, consolidation or otherwise that assumes the obligations

of the Company under the Plan.

respect to a Participant who is a Vice President, the period beginning on his or her Qualifying Termination Date and ending three (3)

months following such date (or six (6) months in the event of a Qualifying Termination Date during the Covered Period) or (ii) if earlier,

the date on which the Participant becomes eligible to receive health, dental and vision coverage on substantially similar terms from another

respect to a Participant who is a Senior Vice President, the period beginning on his or her Qualifying Termination Date and ending six

(6) months following such date (or nine (9) months in the event of a Qualifying Termination Date during the Covered Period) or (ii) if

earlier, the date on which the Participant becomes eligible to receive health, dental and vision coverage on substantially similar terms

from another employer.

respect to a Participant who is a the Chief Executive Officer or a C-Level Executive, the period beginning on his or her Qualifying Termination

Date and ending one year following such date (or eighteen months in the event of a Qualifying Termination Date during the Covered Period)

or (ii) if earlier, the date on which the Participant becomes eligible to receive health, dental and vision coverage on substantially

similar terms from another employer.

Period" means the period of time beginning sixty (60) days immediately prior to the first occurrence of either a Change in Control

or, if earlier, the execution by the Company of an agreement, the consummation of which would result in a Change in Control, and lasting

through the first anniversary of the occurrence of the Change in Control.

shall have the meaning set forth in the Omnibus Plan.

means the Employee Retirement Income Security Act of 1974, as amended. Any reference to a section of ERISA shall be deemed to include

a reference to any regulations promulgated thereunder.

Reason" means the occurrence of any of the following conditions: (i) a material adverse change in the nature of the Participant's

duties or responsibilities from those in effect at the time the individual becomes a Participant hereunder (as such duties or responsibilities

may be increased from time to time); (ii) a material reduction in the Participant's base compensation or short-term cash incentive

compensation opportunities from those in effect at the time the individual becomes a Participant hereunder (as such base compensation

or short-term cash incentive compensation opportunities may be increased from time to time); or (iii) a mandatory relocation of Participant's

principal place of work in excess of 50 miles.

Notwithstanding the foregoing, a condition shall

not constitute "Good Reason" for purposes of the Plan unless (a) within 30 days following the first occurrence of such condition,

the Participant delivers written notice to the Company of his or her intent to terminate employment for Good Reason based on such condition,

and (b) within 30 days following its receipt of such notice, the Company has not substantially cured such condition. For the avoidance

of doubt, the occurrence of a Change in Control (including a Change in Control in which the Company becomes a subsidiary of another entity)

shall not itself constitute Good Reason.

Plan" means the ESSA Pharma Inc. 2022 Omnibus Incentive Plan, as in effect on the Effective Date.

means each officer of the Company or its wholly-owned Subsidiaries who may be designated by the Administrator as a Participant from time

to time pursuant to Section 4, as identified on Annex A attached hereto, as amended from time to time (subject to any written agreement

between a Participant and the Company). Changes to Annex A shall not be permitted during Covered Period, to the extent such changes would

be adverse to a Participant.

shall have the meaning set forth in the Omnibus Plan.

means this ESSA Pharma Inc. Severance Plan, as may be amended and/or restated from time to time in accordance with the terms hereof.

Termination" means the termination of a Participant's employment either by the Company without Cause (at any time) or

during the Covered Period by the Participant for Good Reason.

Termination Date" means the date on which a Participant incurs a Qualifying Termination.

"Severance Multiple" of any Participant shall be as set forth in the matrix below:

Payment" means (A) for any Participant other than the Chief Executive Officer of the Company, a lump-sum cash payment equal

to the product of (i) such Participant's Base Salary and (ii) the applicable Severance Multiple and (B) for the Chief Executive

Officer of the Company, a lump-sum cash payment equal to the product of (i) the sum of (x) such Participant's Base Salary and (y)

such Participant's target annual cash bonus (without giving effect to any action constituting Good Reason) and (ii) the applicable

Authority. The Plan shall be administered by the Board or, as and to the extent designated by the Board from time to time, a committee

thereof, one or more employees of the Company, or one or more members of the Board together with one or more employees of the Company

(collectively, the "Administrator"), subject to such limitations on such delegated powers and duties as the Board may

Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations set forth in the Plan,

the Administrator shall have full power and authority to: (i) designate Participants; (ii) interpret and administer the Plan; (iii) establish,

amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration

of the Plan; and (iv) make any other determination and take any other action that the Administrator deems necessary or desirable for the

administration of the Plan. The Administrator shall have full power and express discretionary authority to make factual determinations

and to adopt or amend such rules, regulations, agreements, and instruments for implementing the Plan and for the conduct of its business

as it deems necessary or advisable, in its sole discretion. Unless otherwise expressly provided in the Plan, all designations, determinations,

interpretations, and other decisions under or with respect to the Plan shall be within the sole discretion of the Administrator, may be

made at any time and shall be final, conclusive, and binding upon all Persons. Administration of the Plan need not be uniform as to similarly

situated Participants.