ZYUS Announces Concurrent Private Placement of Subscription Receipts in Connection With Previously Announced RTO
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TORONTO, March 28, 2023--(BUSINESS WIRE)--In connection with its Reverse Takeover Transaction (the "Proposed Transaction") with Phoenix Canada Oil Company Limited (TSXV: PCO) ("Phoenix"), as originally announced on May 30, 2022, ZYUS Life Sciences Inc. ("ZYUS" or the "Company") is pleased to announce its intention to complete a concurrent brokered private placement offering of subscription receipts for gross proceeds of C$20,000,000 or such greater amount as agreed to between the Company and the Agents, which shall not exceed C$25,000,000. Each subscription receipt shall be automatically exchanged for, without payment of any additional consideration and without further action on the part of the holder thereof, one common share of the Company (a "Common Share"), upon satisfaction of Escrow Release Conditions and subject to adjustment in certain events.
The issue price per subscription receipt shall be C$1.60, based on a fully-diluted pre-offering equity valuation of ZYUS, of C$142,239,689 and representing an equivalent price of C$2.27 per Resulting Issuer Share based on the exchange ratio of 0.704440586 of a Resulting Issuer Share for each ZYUS share under the plan of arrangement for the Proposed Transaction.
Stifel Nicolaus Canada Inc. ("Stifel GMP"), Haywood Securities Inc. ("Haywood"), and Roth Canada, Inc. ("Roth") shall act as co-lead agents and joint bookrunners (collectively, the "Agents").
ZYUS will pay the Agents a cash commission equal to 7% of the gross proceeds of the Offering and issue the Agents compensation options, expiring two years following the Escrow Release Date, to purchase that number of ZYUS shares at the Issue Price that is equal to 7% of the subscription receipts sold. The Agents’ cash commission and number of compensation options shall be reduced to 2% of gross proceeds and number of subscription receipts sold, respectively, for purchasers on the president’s list.
The net proceeds of the Offering will be used for research and clinical development purposes, working capital requirements and corporate purposes.
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 cannabinoid-based pharmaceutical drug product candidates and innovative exempt market therapeutics. Through clinical research, ZYUS is committed to furthering the understanding of cannabinoids with the clinical development of its pharmaceutical drug product candidates and intellectual property activities to protect its novel formulations. Additionally, ZYUS is dedicated to delivering high quality, cGMP / EU GMP-compliant cannabinoid products to patients through the exempt global medical market. The ZYUS vision is to elevate cannabinoid-based therapeutics as a standard of care and expand the potential of protein-based formulations in pursuit of a transformational impact on patients’ lives around the world. ZYUS: Advancing the Science of Well-Being. For additional information, 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, which may include, but are not limited to, 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, expectations with respect to ZYUS business plans, the ability to satisfy the Escrow Release Conditions, ability to obtain court approval required for close of the Proposed Transaction, the timeline for Phoenix Shares to resume trading, and statements regarding the Concurrent Private Placement.. 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. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties, many of which are beyond the control of Phoenix and ZYUS, and cannot be predicted or quantified, including risks related to: potential impacts due to the COVID-19 pandemic such as delays in regulatory review and disruption of the global economy,. Although the management of ZYUS believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Arrangement, the Concurrent Private Placement (and the proposed terms upon which the Arrangement and the Concurrent Private Placement are proposed to be completed) may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the medical cannabis industry, pharmaceutical industry, research and clinical trial activities, market conditions, economic factors, management's ability to manage and to operate the business of the Resulting Issuer and the equity markets generally.
Although ZYUS has 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. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and ZYUS does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. 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. Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this press release.
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