ZYUS Life Sciences Corporation Announces Close of Unsecured Loan and Amendment to Prior Unsecured Loans

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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, is pleased to announce that an independent director of the Company (the “Lender”) has advanced a CAD$1,500,000 unsecured loan (the “Loan”) to the Company which closed on March 7, 2025, subject to the Company filing notice of the Loan with the TSX Venture Exchange. The Loan bears interest at an annual rate of 12%, is payable on maturity, is pre-payable by the Company at any time without penalty or premium and matures on March 28, 2027. The Company intends to utilize proceeds from the Loan for general working capital purposes.

In addition to advancement of the Loan, the Company is pleased to announce that the unsecured loans entered into on October 1, November 5 and December 20, 2024 (the “Prior Unsecured Loans”), collectively having a current principal balance amount outstanding of CAD$5.0 million, have had their maturity dates of April 1, May 5, and June 20, 2025, respectively, extended to March 28, 2027 in exchange for consideration noted below (the “Unsecured Loan Amendments”). With respect to the Prior Unsecured Loans, the Lender has no right or obligation to participate in any future equity offerings by the Company and any participation in such future offerings as it as it relates to the Prior Unsecured Loans is subject to approval of the TSX Venture Exchange. All other terms of the Prior Unsecured Loans remain as previously disclosed.

As consideration for providing the Loan and for providing the Unsecured Loan Amendments, the Lender will receive an aggregate of 4,875,000 common share purchase warrants (the “Warrants”) which have an expiry date two years from the date of issuance, subject to acceleration as described below. Each Warrant will entitle the Lender to acquire one common share of the Company at an exercise price of $0.80 per common share until the expiry date. The issuance of the Warrants is subject to approval by the TSX Venture Exchange.

If any of the principal outstanding under the Loan and / or the Prior Unsecured Loans is satisfied prior to the first anniversary of the date of issuance of the Warrants, the expiry date of the Warrants associated with such loan will accelerate to be one year from the date of issuance.

The Loan and the Unsecured Loan Amendments each constitute a “related party transaction” as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as the Lender is a director of the Company. The Lender abstained from the vote by the audit committee and board of directors of the Company with respect to approval the Loan and the Unsecured Loan Amendments.

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 the Loan and the Unsecured Loan Amendments. The Company did not file a material change report more than 21 days before issuance of the Loan and the Unsecured Loan Amendments because the details of the transactions were not settled until recently.

There is no undisclosed material information by the Company and all independent directors have approved the Loan and the Unsecured Loan Amendments.

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, the use of proceeds from the Loan, issuance of warrants respecting the Loan and Prior Unsecured Loans, possible pre-payment of the Loan and Prior Unsecured Loans, acceleration of the exercise period of the Warrants and future treasury offerings of the Company. 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, the use of proceeds from the Loan, issuance of warrants respecting the Loan and Prior Unsecured Loans, possible pre-payment of the Loan and Prior Unsecured Loans, acceleration of the exercise period of the Warrants and future treasury offerings of the Company 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.