Phoenix Canada Oil Company Limited and ZYUS Life Sciences Inc. - Proposed Transaction Update

TORONTO, ON / ACCESSWIRE / August 16, 2022 / Phoenix Canada Oil Company Limited (TSXV:PCO) ("Phoenix" or the "Company") is pleased to provide an update to the Company's previously announced non-binding letter of intent (the "LOI") dated May 27, 2022 with ZYUS Life Sciences Inc. ("ZYUS"), a private Canadian life sciences company. The LOI outlines the general terms and conditions of a proposed business combination by way of plan of arrangement (the "Arrangement"), which would result in ZYUS becoming a wholly-owned subsidiary of Phoenix and constitute a reverse takeover of Phoenix by ZYUS as defined in the policies of the TSX Venture Exchange.

As announced July 13, 2022, Phoenix completed the commitment contained in the LOI whereby Phoenix paid C$1.7M to ZYUS and acquired promissory notes aggregating C$1.7M and 680,000 share purchase warrants. Since that announcement, Phoenix and ZYUS have continued to work diligently to satisfy all of the terms and conditions to which this Arrangement remains subject including, but not limited to: the satisfactory completion of due diligence; establishing terms for and completing the concurrent financing, the successful negotiation and execution of a definitive agreement for the Arrangement; shareholder and Exchange approvals; the performance of any closing conditions; and other conditions typical for similar transactions.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Arrangement including statements regarding the terms and conditions of the Arrangement and the LOI. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments, and other factors considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Arrangement; that the ultimate terms of the Arrangement will differ from those that currently are contemplated; and that the Arrangement will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Arrangement may change based on due diligence and the receipt of tax, corporate and securities law advice for both the Company and ZYUS. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, ZYUS, their securities, or their respective financial or operating results (as applicable).

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Arrangement and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Phoenix Canada Oil Company Limited

(416) 368-4440
mike@kindy.com

SOURCE: Phoenix Canada Oil Company Limited