ZYUS Life Sciences Corporation Announces Issuance of Bonus Warrants Pursuant to Loan Agreements

SASKATOON, Saskatchewan--(BUSINESS WIRE)--ZYUS Life Sciences Corporation (the “Company”) (TSX-V: ZYUS), a Canadian-based life sciences company focused on the development and commercialization of novel cannabinoid-based pharmaceutical drug candidates for pain management, announces that it has received conditional acceptance from the TSX Venture Exchange (the “Exchange”) to issue certain common share purchase warrants to independent directors of the Company (“Lenders”) in connection with the issuance and amendment of certain unsecured loans announced in its previous press releases of March 10, 2025 and March 17, 2025.

As previously announced on March 10, 2025, unsecured loans between the Company and one of its independent directors entered on October 1, November 5 and December 20, 2024 (the “Prior Unsecured Loans”) had their maturity dates of April 1, May 5, and June 20, 2025, respectively, extended to March 28, 2027. Additionally, the director also advanced an additional unsecured loan (“Loan 1”) to the Company in the amount of CAD$1,500,000. In exchange for amending the maturity dates of the Prior Unsecured Loans and advancing Loan 1, the director received an aggregate of 4,875,000 common share purchase warrants having an expiry date of April 11, 2027, subject to the acceleration conditions described in the Company’s March 10, 2025 press release. Each warrant entitles the director to acquire one common share of the Company at an exercise price of $0.80 per common share until the expiry date. The warrants and any shares issuable on exercise thereof are subject to a statutory hold period expiring on August 12, 2025 in accordance with applicable Canadian securities law.

As announced on March 17, 2025, a promissory note agreement having a maturity date of August 27, 2025 (the “Promissory Note”) previously entered between the Company’s wholly-owned subsidiary, ZYUS Life Sciences Inc., and a second independent director of the Company was amended and replaced by a loan agreement (“Loan 2”) between the Company and the director. Pursuant to Loan 2, this director advanced to the Company additional cash consideration of $0.25 million and $0.025 million of accrued but unpaid interest under the Promissory Note was capitalized and added to the principal amount of Loan 2 for a total of $0.375 million, increasing the principal amount owing to the director from $0.1 million to $0.375 million and extending the maturity date from August 27, 2025 to March 28, 2027. In exchange for extending the maturity date and advancing additional cash consideration, the director received an aggregate of 281,250 common share purchase warrants having an expiry date of April 11, 2027, subject to the acceleration conditions described in the Company’s March 17, 2025 press release. Each warrant entitles the director to acquire one common share of the Company at an exercise price of $0.80 per common share until the expiry date. The warrants and any shares issuable on exercise thereof are subject to a statutory hold period expiring on August 12, 2025 in accordance with applicable Canadian securities law.

The issuance of warrants constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as lenders are each directors of the Company. The Company has relied on the exemption from the valuation requirement pursuant to section 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by section 5.7(1)(a) (Fair Market Value Not More Than 25 Percent of Market Capitalization) of MI 61-101 respecting issuance of the warrants.

About ZYUS Life Sciences Corporation

ZYUS (TSXV: ZYUS) is a life sciences company focused on the development and commercialization of novel cannabinoid-based pharmaceutical drug candidates for pain management. Through rigorous scientific exploration and clinical research, ZYUS aims to secure intellectual property protection, safeguarding its innovative therapies and bolstering shareholder value. ZYUS’ unwavering commitment extends to obtaining regulatory approval of non-opioid-based pharmaceutical solutions, in pursuit of transformational impact on patients’ lives. For additional information, visit www.zyus.com or follow us on X (formerly known as Twitter) @ZYUSCorp.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the Company’s business, the Company’s ability to advance clinical research activities, obtain regulatory approval of cannabinoid-based pharmaceutical drug candidates and introduce products that act as alternatives to current pain management therapies such as opioids and acceleration of the exercise period of the warrants. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “contemplates”, “believes”, “projects”, “plans”, “will” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the Company’s business, the Company’s ability to advance clinical research activities, obtain regulatory approval of cannabinoid-based pharmaceutical drug candidates, and introduce products that act as alternatives to current pain management therapies such as opioids, and acceleration of the exercise period of the warrants are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Company will be able to achieve these results. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.