An anonymous director reports

ZYUS LIFE SCIENCES ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED UNIT OFFERING PRIVATE PLACEMENT

Zyus Life Sciences Corp. has now completed a first tranche of its non-brokered private placement of up to 6,666,666 units of the company for aggregate gross proceeds of up to $3-million. Pursuant to the offering, a finder will be entitled to a finder's fee of up to 6 per cent of the subscription amount for units sold to parties introduced to the company by the respective finder. In addition, a finder will be entitled to warrants in the number equal to up to 6 per cent of the number of units sold to parties introduced to the company by the respective finder.

Under the first tranche of the offering, 444,444 units were issued at a price of 45 cents per unit for gross proceeds of $200,000. The company expects to close an additional tranche shortly. No finders' fees were paid in connection with the first tranche of the offering.

Each unit, priced at 45 cents per unit, consists of one common share of the company and one-half of one common share purchase warrant, whereby each warrant entitles the holder to acquire one common share at a price of 59 cents for a period of 24 months from the date of issuance. Proceeds of the offering will be used for general corporate and working capital purposes.

Insider participation

Certain insiders of the company purchased all of the 444,444 units sold in connection with the first tranche of the offering for gross proceeds of $200,000. The insider participation constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(b) and 5.7(1)(b) of MI 61-101 because the company is not listed on a stock exchange specified in Section 5.5(b) of MI 61-101 and neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceed $2.25-million. The company did not file a material change report at least 21 days prior to the closing of the offering as participation of the insiders had not been confirmed at that time.

The offering was approved unanimously by the directors of the company.

The units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the first tranche are subject to a hold period expiring Feb. 22, 2027, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The offering has received conditional approval from the TSX-V and remains subject to final acceptance of the TSX-V.

About Zyus Life Sciences Corp.

Zyus is a clinical-stage life sciences company advancing a pipeline of novel, non-opioid pharmaceutical drug candidates targeting a significant unmet need in the global pain management market. Through rigorous scientific research and clinical development, Zyus is building a robust intellectual property portfolio to protect its innovative therapies and strengthen long-term shareholder value. The company is focused on advancing its proprietary drug candidates through clinical development and toward regulatory approval, with the goal of providing non-opioid treatment options for patients with chronic and neuropathic pain.

We seek Safe Harbor.