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 a Promissory Note Agreement having a maturity date of August 27, 2025 (the “Promissory Note”) previously entered between its wholly-owned subsidiary ZYUS Life Sciences Inc. (“ZYUS Inc.”) and an independent director of the Company (the “Lender”) has been amended and replaced by a loan agreement (the “Loan”) between the Company and the Lender. Pursuant to the Loan, the Lender has agreed to advance to the Company additional cash consideration of $0.25 million (the “Additional Proceeds”) and $0.025 million of accrued but unpaid interest under the Promissory Note has been capitalized and added to the principal amount of the Loan for a total of $0.375 million, increasing the principal amount owing to the Lender from $0.1 million to $0.375 million and extending the maturity date from August 27, 2025 to March 28, 2027 (the “Maturity Date”). The Company intends to utilize the Additional Proceeds for general working capital purposes.

The Loan bears interest at an annual rate of 12%, is payable on maturity and is pre-payable by the Company at any time prior to the Maturity Date without penalty or premium.

As consideration for the Loan, the Lender will receive an aggregate of 281,250 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 “Exercise Period”). Issuance of the Warrants is subject to approval by the TSX Venture Exchange.

If during the Exercise Period, any of the principal outstanding under the Loan is satisfied prior to the Maturity Date, the expiry date of the Warrants will accelerate to be one year from the date of issuance.

The Loan constitutes 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.

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. The Company did not file a material change report more than 21 days before issuance of the Loan because the details of the transaction was not settled until recently.

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

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 Additional Proceeds from the Loan, issuance of warrants respecting the Loan, possible pre-payment of the Loan and acceleration of the Exercise Period. 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 Additional Proceeds from the Loan, issuance of warrants respecting the Loan , possible pre-payment of the Loan and acceleration of the Exercise Period 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.

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