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. ZYUS Life Sciences Inc. entered into a definitive agreement to acquire Phoenix Canada Oil Company Limited in a reverse merger transaction on November 15, 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 8% and the shareholders of ZYUS will hold approximately 92% 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. The LOI included a commitment by Phoenix, subject to regulatory approvals, whereby Phoenix would acquire 17 units of ZYUS with each unit consisting of one secured promissory note in the principal amount of CAD 100,000 (the ?Promissory Notes?) and 40,000 common share purchase warrants (the ?Warrants?). Phoenix completed the commitment contained in the LOI whereby Phoenix paid CAD 1.7 million to ZYUS and acquired promissory notes aggregating CAD 1.7 million and 680,000 share purchase warrants. Subject to receipt of regulatory approval. As of March 13, 2023, the TSX Venture Exchange has conditionally approved the transaction. A Notice of Annual General and Special Meeting of Phoenix shareholders has been issued, and a meeting date of April 27, 2023 has been fixed. The closing of the Arrangement is expected to occur on or about March 30, 2023.

ZYUS Life Sciences Inc. completed the acquisition of Phoenix Canada Oil Company Limited (TSXV:PCO) in a reverse merger transaction on June 9, 2023. The resulting issuer Common Shares will commence trading on the TSX Venture Exchange on June 19, 2023 under the symbol ?ZYUS?. Pursuant to the agreement, the Resulting Issuer?s executive team will include: Brent Zettl (President, Chief Executive Officer, Corporate Secretary & Director), John Hyshka (Chief Financial Officer), Keith Carpenter (Chief Strategy and Investment Officer) and Lionel Marks de Chabris (Chief Medical Officer). The members of the Resulting Issuer?s board of directors are Brent Zettl, Charlotte Moore Hepburn, Richard Hoyt, John Knowles and Garnette Weber. The transaction was approved by an order of the Saskatchewan Court of King?s Bench issued on June 6, 2023. Philippe Tardif, Andrew McLean, Daniel (Danny) Lang and Brandon Evenson of Borden Ladner Gervais LLP acted as legal advisor to ZYUS Life Sciences Corporation.