PCO Phoenix Canada Oil Company Limited

Phoenix Canada Oil Company Limited (TSX-V: PCO) (“Phoenix”) and ZYUS Life Sciences Inc. (“ZYUS”), a private Canadian life sciences company, together announce that they have received conditional approval from the TSX Venture Exchange (“Exchange”) to pursue a reverse takeover transaction in accordance with the terms outlined in the Definitive Agreement (“Agreement”) dated November 16, 2022 and as amended on March 10, 2023. The Agreement outlined the terms and conditions of a business combination by way of Plan of Arrangement (“Arrangement”) which 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.

Charlotte Moore Hepburn, the CEO of Phoenix, states, “We are enormously proud of our continued partnership with ZYUS, and we are delighted to have received conditional approval from the TSX-V to pursue a business combination. We see tremendous value in the program of research as well as the current patent portfolio of ZYUS, and we are excited to help accelerate their progress through this transaction. Importantly, we recognize the urgent need for a well-regulated, evidence-based opioid-sparing medication for the treatment of adult pain, and we are honoured to be a part of this transformative scientific and clinical journey.”

“We share Charlotte’s excitement in reaching this important milestone and are thrilled to have a partner like Phoenix, who shares our vision and passion for elevating cannabinoids as standard of care and brings us one step closer to providing patients with regulatory approved cannabinoid drug products,” said Brent Zettl, President and CEO of ZYUS. “This partnership and the transaction will provide ZYUS with financial resources to further advance our operations and clinical research activities as we pursue innovative therapies to better the lives of patients around the world.”  

The previously disclosed key terms of the Arrangement remain largely unchanged, except for those noted in the new release dated November 16, 2022 and extensions to the timeline for completion. The conditional approval letter includes conditions to be met prior to the closing of the RTO, including but not limited to, Court approval for the transaction, as well as the closing of a concurrent financing of a minimum of $20,000,000.00 CAD. Closing remains subject to fulfilling all outstanding conditions in the Agreement.

A Notice of Annual General and Special Meeting of Phoenix shareholders has been issued, and a meeting date of April 27, 2023 has been fixed.

About Phoenix 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.

About ZYUS 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, product lines, intellectual property strategy (including successful examination of patent applications) research activities (including without limitation, the safety, - 3 - efficacy and clinical progress of Trichomylin®, the expected timing of the availability of clinical trial results and the ability to use data generated by the Australian study to pursue FDA approval) and the prospects for regulatory approval, commercializing or selling any product or drug product candidates both domestically and abroad, the timeline for Phoenix Shares to resume trading, and statements regarding the required concurrent financing. Research and clinical trial programs are of an experimental nature and no particular results can be guaranteed due to a number of factors and risks. 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, manufacturing and supply chain interruptions, disruption of the global economy, the reliability of the results of studies relating to human safety and possible adverse effects resulting from the administration of drug product candidates; ability to secure regulatory approval for any investigational new drug applications submitted to the U.S. Food and Drug Administration, and the success of future product advancements, including the success of future clinical trials. Although the management of each entity 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) and the ability to use data generated by the Australian study to pursue FDA approval), the ability to secure regulatory approval for any patents and regulatory approval of drug product candidates, and the success of future product advancements, including the success of future clinical trials and patent applications, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, 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 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. 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 neither Phoenix nor ZYUS 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.    Contacts:

ZYUS Media Inquiries media@zyus.com 1-833-515-5500

ZYUS Investor Relations investors@zyus.com 1-888-651-9987

Phoenix Canada Oil Company Limitedmike@kindy.com