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SASKATOON, Saskatchewan, August 27, 2024–(BUSINESS WIRE)–ZYUS Life Sciences Corporation (the “Company”) (TSX-V: ZYUS), a Canada-based life sciences company focused on the development and commercialization of novel cannabinoid-based pharmaceutical drug candidates for the treatment of pain, is pleased to announce the closing of a non-brokered private placement (the “Private placement“) of 3,510,345 units (each one “Unit“) at a price of $0.95 per unit for total gross proceeds of $3.3 million. Each unit consists of one common share of the Company (a “Ordinary share“) and a warrant to purchase one common share (a “Warranty“), with each warrant entitling the holder to purchase one common share at a price of $1.30 for a period of twenty-four months from the date of issuance.
Insiders of the Company who are independent directors purchased 842,103 units in the private placement for gross proceeds of $0.8 million (the “Insider participationThe insider participation constitutes a “related party transaction” as defined in Multilateral Instrument 61-101. – Protection of minority shareholders in special transactions (“MI61-101“). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements under Sections 5.5(b) and 5.7(1)(b) of MI 61-101 because the Company is not listed on an exchange referred to in Section 5.5(b) of MI 61-101 and neither the market value of the securities issued to insiders nor the consideration paid by insiders exceeds $2,500,000. The Company did not file a material change report at least 21 days prior to the closing of the private placement because insider participation was not confirmed at that time.
No finder’s fees were paid in connection with the Private Placement. The proceeds of the Private Placement will be used for general corporate and working capital purposes, with approximately $2.5 million of the net proceeds to be used to repay indebtedness owed to the Company’s President and CEO, Brent Zettl, and 102042227 Saskatchewan Ltd., a company owned and operated by Mr. Zettl.
The Private Placement was unanimously approved by the directors of the Company, who are independent in relation to the Private Placement and are not employees of the Company.
In connection with the Company’s plan of reorganization effective June 9, 2023, a valuation as of August 31, 2022 was obtained from ZYUS Life Sciences Inc., a wholly owned subsidiary of the Company, dated November 11, 2022. Details of this prior valuation are summarized on page 28 of the Company’s joint proxy circular dated March 24, 2023, a copy of which is attached to this circular (a copy will be mailed upon request).
All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months plus one day from the date of issuance under applicable securities laws of Canada. The Private Placement is subject to final acceptance by the TSX Venture Exchange (“TSXV“).
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act“) or the securities laws of any state and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in accordance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This publication does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.
About ZYUS Life Sciences Corporation
ZYUS (TSXV: ZYUS) is a life sciences company focused on developing and commercializing novel cannabinoid-based pharmaceutical drug candidates for the treatment of pain. Through rigorous scientific exploration and clinical research, ZYUS aims to secure intellectual property protection, secure its innovative therapies and increase shareholder value. ZYUS’s relentless commitment also extends to obtaining regulatory approval of non-opioid-based pharmaceutical solutions to deliver a transformative impact on patients’ lives. For more 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 with respect to the Company’s business, the Company’s ability to advance clinical research activities, obtain regulatory approval for cannabinoid-based drug candidates and introduce products that serve as alternatives to current pain therapies such as opioids, final approval by the TSXV and the use of proceeds from the private placement. Such forward-looking statements can 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 regarding, among other things, the Company’s business, the Company’s ability to advance clinical research activities, obtain regulatory approval for cannabinoid-based drug candidates and introduce products that serve as alternatives to current pain therapies such as opioids, final approval by the TSXV and the use of proceeds from the private placement 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 differ materially from those implied by such statements. Although such statements are based on reasonable assumptions made by management, there can be no assurance that the Company will be able to achieve such results. The Company assumes no responsibility to update or revise any forward-looking information to reflect new events or circumstances or actual results, except as required by 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 release.
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