Mr. Brent Zettl reports

ZYUS LIFE SCIENCES CORPORATION ANNOUNCES CLOSING OF FIRST TRANCHE OF UNIT OFFERING AND ISSUANCE OF WARRANTS PURSUANT TO PREVIOUSLY ANNOUNCED LOAN AGREEMENTS AND PROMISSORY NOTE AMENDMENT

Zyus Life Sciences Corp. has closed a first tranche of a non-brokered private placement of up to 2,307,692 units at a price of 65 cents per unit for gross proceeds of up to $1.5-million. Under the first tranche of the offering, 1,923,077 units were issued for gross proceeds of approximately $1,250,000.50.

Each unit consists of one common share of the company and one common share purchase warrant, whereby each warrant entitles the holder to acquire one common share at a price of 95 cents for a period of 24 months from the date of issuance, unless the term of the warrant is accelerated pursuant to its terms. In accordance with the acceleration provision, if the volume-weighted average trading price of the common shares is greater than $3.00 for a period of five consecutive trading days on the TSX Venture Exchange, the company will have the right to accelerate the expiry date of the warrants.

Proceeds of the offering will be used for general corporate and working capital purposes. No finders' fees were paid in connection with the offering.

The units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued by way of the first tranche are subject to a hold period expiring March 7, 2026, in accordance with applicable securities laws and the policies of the TSX-V. The offering has received conditional approval from the TSX-V and remains subject to final acceptance of the TSX-V.

Furthermore, in connection with the previously announced secured loans made by an independent director of the company to the company's wholly owned subsidiary, Zyus Life Sciences Inc., as described in the company's Oct. 17, 2025, and Oct. 20, 2025, news releases, the company issued to the independent director an aggregate of 2,898,550 common share purchase warrants having an expiry date of Oct. 31, 2027, subject to the acceleration conditions described in the company's Oct. 17, 2025, and Oct. 20, 2025, press releases. Each warrant entitles the holder to acquire one common share at an exercise price of 69 cents per common share until the expiry date. The warrants and any shares issuable on exercise thereof are subject to a hold period expiring on March 7, 2026.

Also, in connection with the previously announced amendment to a promissory note between Zyus Inc. and 102042227 Saskatchewan Ltd. (102 Sask), an entity owned and controlled by Brent Zettl, the company's president and chief executive officer, as described in the company's Oct. 17, 2025, press release, the company issued to 102 Sask an aggregate of 4,347,826 common share purchase warrants having an expiry date of Oct. 31, 2027, subject to the acceleration conditions described in the company's Oct. 17, 2025, press release. Each warrant entitles the holder to acquire one common share at an exercise price of 69 cents per common share until the expiry date. The warrants and any shares issuable on exercise thereof are subject to a hold period expiring on March 7, 2026.

The issuance of warrants pursuant to the independent director loans and the 102 Sask loan amendment have been approved by the TSX-V.

The issuance of warrants in respect of the independent director loans and the 102 Sask loan amendment each constitute a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as the independent director is a director of the company and Mr. Zettl is a director and officer of the company. 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 issuance of the warrants.

About Zyus Life Sciences Corp.

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's unwavering commitment extends to obtaining regulatory approval of non-opioid-based pharmaceutical solutions, in pursuit of transformational impact on patients' lives.

We seek Safe Harbor.