ZYUS Life Sciences Corporation Announces Closing of Secured Loan and Amendments to Prior Secured Promissory Note

Executive Summary

• ZYUS Life Sciences Corp. closed a CA$1.5 million secured loan from an independent director (“Director Loan”) on October 16, 2025, with tranches of $200k, $300k, $500k and $500k.
• The loan bears 12% annual interest, matures on October 31, 2027, and is secured by a general security agreement over all assets of ZYUS Inc.
• As consideration, the Director receives 2,173,913 common‑share purchase warrants at $0.69 per share (expiry two years from issuance) and may provide an additional CA$500k loan under identical terms, with further warrants to be issued based on market price at that time.

Key Details

• Loan Structure – CA$1.5 M secured loan; interest 12% per annum; payable at maturity; pre‑payable without penalty; maturity 31 Oct 2027.
• Tranche Schedule – $200,000 (12 Aug 2025), $300,000 (25 Aug 2025), $500,000 (8 Sep 2025), $500,000 (22 Sep 2025).
• Security – General security agreement over all assets of ZYUS Inc., subject to specified exceptions; pending TSX‑V approval.
• Warrant Issuance (Director Loan) – 2,173,913 warrants; exercise price $0.69 per share; expiry two years from issuance; subject to acceleration events (VWAP > $3.00 for five consecutive days or early repayment).
• Additional Loan Commitment – Up to CA$500,000 by 31 Oct 2025 on same terms; additional warrants to be issued based on the market price at time of advance (number = loan amount ÷ share price).
• Use of Proceeds – General working capital, primarily to fund clinical research for Phase 2 UTOPIA trial of Trichomylin® soft‑gel capsules.
• Prior Secured Promissory Note Amendment – Extends maturity from 31 Dec 2025 to 31 Dec 2027; outstanding principal & accrued interest CA$4.5 M.
• Warrant Issuance (Note Amendment) – 4,347,826 warrants at $0.69 per share; same expiry and acceleration terms as above.
• Related‑Party Nature – Both transactions are related‑party (directors); approvals obtained from independent directors; abstentions recorded for conflicted parties.
• Regulatory Exemptions – MI 61‑101 exemptions applied for valuation and minority shareholder approval thresholds.
• No Material Change Report Filed – Company states that details were not settled until recently, so a material change report was not filed within the 21‑day window.

Notable Quotes

(None provided in the release.)