Phoenix Canada Oil Company Limited and ZYUS Life Sciences Inc., a private Canadian life sciences company, together announce that they have entered into a non-binding Letter of Intent dated May 27, 2022 (the “LOI”). 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 (the “Exchange”).
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Completion of the Arrangement is subject to customary terms and conditions as set forth in the LOI including, but not limited to: the satisfactory completion of due diligence; the successful negotiation and execution of a definitive agreement for the Arrangement (the “Definitive Agreement”); shareholder and Exchange approvals; the performance of any closing conditions; and other conditions typical for similar transactions.
Charlotte Moore Hepburn, the CEO of Phoenix, stated that, “We understand the critical clinical need for a regulated, opioid-sparing medication designed to address adult pain. In ZYUS, we are excited to have found a high potential strategic partner with an impressive scientific and patent portfolio and a program of research with transformative potential in the biomedical space. The vision and mission of ZYUS aligns with our corporate values, and we look forward to working collaboratively with ZYUS in pursuit of a favourable outcome.”
“We are excited about the significant growth opportunities this transaction will enable for both companies and their shareholders,” said Brent Zettl, President and CEO of ZYUS. “Since launching ZYUS four years ago, our focus has been to use an evidence-based approach to advance the scientific understanding of cannabinoids through clinical research for medicinal purposes. This transaction provides us with the financial resources to further advance our operations, sales and clinical research activities as we pursue innovative therapies to better the lives of patients around the world.”
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 was incorporated under the laws of Saskatchewan in 2018 and is a life sciences company focused on the development and commercialization of medical cannabinoid products. As a licensed producer of medical cannabis under the Cannabis Act (Canada), ZYUS holds processing, sales, research and analytical licenses from Health Canada for its facilities located in Saskatoon, Saskatchewan and was awarded EU-Good Manufacturing Practice certification from Portugal’s Infarmed – National Authority of Medicines and Health Products, I.P. in March 2022.
ZYUS’ founder, Brent Zettl, is the former President and CEO of CanniMed Therapeutics and its wholly owned subsidiaries (collectively “CanniMed”). After years of witnessing first-hand the transformational impact medical cannabis had on the lives of patients, Mr. Zettl founded ZYUS with the mission of elevating cannabinoids as a standard of care for human health through clinical research. Background information on the principals, directors and officers of ZYUS appears at the end of this release.