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SASKATOON, Saskatchewan, September 28, 2024--(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 an independent director of the Company (the "Lender") has agreed to advance a CAD$1,000,000 unsecured loan (the "Loan") to the Company with a closing date on or about October 1, 2024 and 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 the earlier of (i) April 1, 2025, and (ii) the date the Company completes a treasury offering of its common shares and or securities convertible into common shares resulting in gross proceeds to the Company of not less than $10,000,000, or such lesser amount as the Company and the Lender may agree to in writing. The Company has granted the Lender the right to participate in such treasury offering if undertaken, but the Lender has no obligation to do so and participation is subject to approval of the TSX Venture Exchange.

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

There is no undisclosed material information by the Company and all independent directors have approved the Loan. The Company intends to utilize proceeds from the Loan for general working capital purposes.

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.