Security

Type

Security

Class

Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered

Maximum

Aggregate

Offering

Price

Amount of

Registration

Fee

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

Effective

Date

Filing Fee

previously

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

—

—

—

—

—

—

—

—

—

—

Carry Forward Securities

Equity

Voting Common Shares, no par value per share⁽¹⁾⁽²⁾

—

⁽³⁾⁽⁴⁾

⁽⁵⁾

—

—

—

—

—

Equity

Warrants⁽²⁾

—

⁽³⁾

⁽⁵⁾

—

—

—

—

—

Equity

Units⁽⁶⁾

—

⁽³⁾

⁽⁵⁾

—

—

—

—

—

Unallocated (Universal Shelf)

—

415(a)(6)

⁽³⁾⁽⁴⁾

$100,000,000.00

—

S-3

333-254089

May 4, 2021

$10,910.00

Total Offering Amounts

$100,000.00

$14,760.00

Total Fees Previously Paid

—

Total Fee Offsets

$10,910.00

Net Fee Due

$3,850.00

(1)

The aggregate amount of the registrant’s common shares registered hereunder is limited, solely for purposes of any at-the-market offerings, to that which is permissible under Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Warrants will represent the right to purchase common shares.

(3)

An indeterminate amount of securities of each identified class is being registered as may from time to time be offered pursuant to this registration statement at indeterminate prices, along with an indeterminate number of common shares and other securities that may be issued upon exercise, settlement, exchange or conversion of, or pursuant to the anti-dilution provisions of, securities offered or sold hereunder.

(4)

Pursuant to Rule 416 under the Securities Act, the registrant’s common shares being registered hereunder include such indeterminate number of common shares as may be issuable by the registrant with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(5)

Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D to Form S-3 under the Securities Act. Securities registered hereby may be sold separately or together with other securities registered hereby. Units may consist of two or more of the securities listed in “Table 1: Newly Registered and Carry Forward Securities” offered and sold together.

(6)

Units may consist of two or more of the securities listed in “Table 1: Newly Registered and Carry Forward Securities” offered and sold together.

Registrant

or Filer

Name

Form or

Filing

Type

File

Number

Initial

Filing

Date

Filing

Date

Fee Offset

Claimed

Security

Type

Associated with Fee Offset Claimed

Security

Title

Associated with Fee Offset

Claimed

Unsold Securities Associated with Fee Offset

Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset

Claimed

Fee Paid

with Fee

Offset

Source

Rules 457(b) and 0-11(a)(2)

—

—

—

—

—

—

—

—

—

—

—

—

Rule 457(p)

Fee Offset Claims

DiaMedica Therapeutics Inc.

Form

S-3

333-254089

March 10, 2021

—

$10,910.00 ⁽⁷⁾

Equity

Voting Common Shares, no par value per share

⁽⁷⁾

$10,910.00

—

Fee Offset Sources

DiaMedica Therapeutics Inc.

Form

S-3

333-254089

—

March 10, 2021

—

—

—

—

—

$10,910.00

(7)

On March 10, 2021, the registrant filed a Registration Statement on Form S-3 (File No. 333-254089), which became effective on May 4, 2021 (the “Prior Registration Statement”). The Prior Registration Statement registered up to $100,000,000 in aggregate principal amount of common shares, warrants and units for sale by the registrant, which were not sold pursuant to the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the registrant hereby offsets $10,910.00 of the $10,910.00 registration fee previously paid in connection with such unsold securities, which will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of such unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.