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TORONTO, ON / ACCESSWIRE / June 6, 2023 / Phoenix Canada Oil Company Limited (TSX-V:PCO) (the "Company", or "Phoenix") and ZYUS Life Sciences Inc. ("ZYUS"), a private Canadian life sciences company, are pleased to announce that further to the Company's press release dated March 13, 2023, ZYUS has closed on June 5, 2023 the previously announced Subscription Receipt financing for aggregate gross proceeds of approximately $20,130,131 by issuing 12,581,332 Subscription Receipts at $1.60 per Subscription Receipt (the "Offering Price"). Upon the satisfaction of certain escrow release conditions customary for this type of transaction (the "Escrow Release Conditions"), each Subscription Receipt will, pursuant to its terms and pursuant to the Arrangement (as defined below), result in the holder thereof being issued, for no additional consideration and without any further action by its holder, 0.70444 (the "Exchange Ratio") of a common share of Phoenix. The gross proceeds of the Offering (less the Agents' commissions, advisory fees and expenses) will be held in escrow by TSX Trust Company (the "Escrow Agent") and invested pursuant to the terms of a subscription receipt agreement. If the Escrow Release Conditions are not satisfied prior to 5:00 p.m. (EST) on June 12, 2023 (the "Escrow Deadline"), the Escrow Agent will return to holders of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon.
As further described in ZYUS's press release of March 28, 2023, the financing was comprised of a brokered private placement offering of Subscription Receipts (the "Brokered Offering") by Stifel Nicolaus Canada Inc. ("Stifel GMP"), Haywood Securities Inc. ("Haywood"), and Roth Canada, Inc. ("Roth"), acting as co-lead agents and joint bookrunners (collectively, the "Agents") and a non-brokered offering. Under the terms of the agency agreement between the Agents, the Company and ZYUS, the commissions and advisory fees payable to the Agents in connection with the offering was an aggregate $967,413.79. ZYUS is also required to reimburse and pay to the Agents for certain expenses and fees. The Agents were issued an aggregate of 520,133 non-transferable warrants (the "Agents' Warrants"), each entitling the holder thereof to acquire one common share of ZYUS at the Offering Price, for a period of 24 months following the date the Escrow Release Conditions are satisfied. Pursuant to the Arrangement (as defined below), the Agents' Warrants will be exchanged for warrants of ZYUS Life Sciences Corporation (the "Resulting Issuer") entitling the holder thereof to acquire, in aggregate, 366,403 common shares of the Resulting Issuer at a price of $2.27 each (after giving effect to the Exchange Ratio) for a period of 24 months following the date the Escrow Release Conditions are satisfied. The Agents subscribed for 686,566 Subscription Receipts having an aggregate issue price of $1,098,500 the payment of which was satisfied by the netting of a corresponding amount of the commissions, expenses and advisory fees payable to the Agents. The aggregate amount of Subscription Receipts acquired by members of the Pro Group (as such term is defined in the policies of the TSX Venture Exchange ("Exchange")) was 749,006. Insiders (as such term is defined in the policies of the Exchange) acquired an aggregate 4,500,000 Subscription Receipts.
The successful close of the Subscription Receipt financing is listed as a mutual condition of closing outlined in the Arrangement Agreement dated November 16, 2022 as subsequently amended and fulfills one of the terms and conditions of a business combination by way of Plan of Arrangement (the "Arrangement") that will 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 Exchange.
Additional mutual conditions fulfilled include the approval and adoption by Phoenix and the Phoenix shareholders at the Phoenix Annual General and Special Meeting held on April 27, 2023 of the Phoenix resolution approving the issuance of Phoenix shares as may be required to be issued pursuant to the Plan of Arrangement and the approval and adoption by ZYUS and the ZYUS shareholders at the ZYUS Annual General Meeting held on April 27, 2023 of the Arrangement Resolution in accordance with the Interim Order.
Finally, Phoenix wishes to announce that the board of directors have resolved that shareholders as of the close of business on June 5, 2023, will be entitled to a distribution of 470,019 share purchase warrants exercisable at $3.55 per share until January 7, 2025 subject to acceleration (the "Warrants"). The Warrants will only be distributed to the current shareholders of Phoenix following the completion of the Arrangement and the distribution remains subject to approval from the Exchange.
Charlotte Moore Hepburn, the CEO of Phoenix, states that "We are enormously proud of our continued partnership with ZYUS, and we are delighted to have reached this important milestone. We are excited to support the acceleration of the research and development programs at ZYUS and we are honoured to be a part of this transformative scientific and clinical journey as we seek an opioid-sparing alternative to the management of adult pain."
"Close of the Subscription Receipt financing is a significant achievement and further emphasizes the confidence that we, and our investors, have in our business plan to elevate cannabinoid formulations as a standard of care in pursuit of transformational impact on patients' lives," said ZYUS' president and CEO, Brent Zettl. "Our partnership with Phoenix and successful close of the financing is the beginning of a transformational moment in ZYUS' history and makes us well positioned to accelerate our clinical research program and advance the science of well-being."
Phoenix is incorporated under the laws of the Province of Ontario and has a head office in Toronto, Ontario. The company is a reporting issuer in the provinces of Alberta, British Columbia and Ontario.
ZYUS is a Canadian-based life sciences company focused on the global development and commercialization of innovative cannabinoid-based therapeutics and product candidates. Through clinical research and IP development, we intend to deliver high-quality oils, soft gels, topical creams and other cannabinoid-based therapeutics and product candidates to patients worldwide. The ZYUS vision is to elevate cannabinoids as a standard of care and expand the potential of protein-based formulations in pursuit of a transformational impact on patients' lives. ZYUS: Advancing the Science of Well-Being. Visit www.zyus.com.
Notice on Forward-Looking Statements:
This release includes forward-looking information or forward-looking statements within the meaning of Canadian securities laws, the 1933 Act, the U.S. Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995 regarding Phoenix, ZYUS and their respective businesses. This forward-looking information relates to the Arrangement including statements with respect to the completion of the Arrangement, the terms on which the Arrangement is intended to be completed, the ability to obtain regulatory and shareholder approvals, and expectations with respect to ZYUS business plans, product lines, intellectual property strategy and research activities. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Although the Company and ZYUS believe, in light of the experience of their officers and directors, current conditions and expected future developments, and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because neither the Company nor ZYUS can give any assurance that they will prove to be correct. 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 statements in this press release are made as of the date of this release. Although Phoenix and ZYUS have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The Company and ZYUS undertake 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 content of the release.
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SOURCE: Phoenix Canada Oil Company Limited