Announcement • May 31
ZYUS Life Sciences Inc. entered into a non-binding Letter of Intent to acquire Phoenix Canada Oil Company Limited (TSXV:PCO) in a reverse merger transaction for CAD 62.6 million. ZYUS Life Sciences Inc. entered into a non-binding Letter of Intent to acquire Phoenix Canada Oil Company Limited (TSXV:PCO) in a reverse merger transaction for CAD 62.6 million on May 27, 2022. The proposed business combination by way of plan of arrangement which would result in ZYUS becoming a wholly-owned subsidiary of Phoenix and constitute a reverse takeover of Phoenix by ZYUS as defined in the policies of the TSX Venture Exchange. As part of the Arrangement (i) each issued and outstanding common share of ZYUS held by ZYUS’ shareholders will be acquired by Phoenix, and ZYUS shareholders will receive Resulting Issuer Common Shares using an exchange ratio to be determined based on a valuation agreed to by the parties in the LOI, subject to adjustment to reflect the price of the Concurrent Financing and the final number of Units issued; (ii) the outstanding warrants to purchase ZYUS Shares will be exchanged for warrants to acquire Resulting Issuer Common Shares adjusted pursuant to the Exchange Ratio; and (iii) each outstanding option to purchase ZYUS Shares shall be exchanged for a replacement option of the Resulting Issuer adjusted pursuant to the Exchange Ratio. Assuming completion of the Concurrent Financing as described above, 90.2 million common shares of the Resulting Issuer (which will consist of 73.7 million common shares issued to former holders of ZYUS Shares, 5 million common shares held by Phoenix shareholders, and 11.5 million common shares issued pursuant to the Concurrent Financing assuming gross proceeds of CAD 25 million) Upon completion of the Arrangement, it is expected that the shareholders of Phoenix will hold approximately 6% and the shareholders of ZYUS will hold approximately 94% of the outstanding Resulting Issuer Common Shares, after taking into account the close of the Concurrent Financing. As part of the Arrangement, ZYUS intends to organize and complete a private placement of subscription receipts for gross proceeds of up to CAD 25 million. Following completion of the Arrangement, Phoenix and ZYUS, as its new wholly owned subsidiary will continue to carry on the business of ZYUS under ZYUS’ operating management and Phoenix will change its name to “ZYUS Life Sciences Corporation” or a similar name, and the common shares of the Resulting Issuer will be listed for trading on the TSXV stock exchange. Completion of the arrangement is subject to customary terms and conditions as set forth in the LOI including, but not limited to: the satisfactory completion of due diligence; the successful negotiation and execution of a definitive agreement for the arrangement, 66 2/3% of the votes cast by Phoenix and ZYUS shareholders, respectively, and the Court of Queen’s Bench for Saskatchewan, the completion of the Concurrent Financing and Exchange approvals; the performance of any closing conditions; and other conditions typical for similar transactions. Board Change • May 11
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 3 experienced directors. 2 highly experienced directors. Independent Director Greg Nuttall was the last director to join the board, commencing their role in 2015. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Board Change • Apr 27
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 3 experienced directors. 2 highly experienced directors. Independent Director Greg Nuttall was the last director to join the board, commencing their role in 2015. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. 
