Phoenix Canada Oil Co. Completes Reverse Takeover Transaction With ZYUS Life Sciences

ZYUS Life Sciences Corporation (formerly, Phoenix Canada Oil Company Limited (“PCO”)) announced the completion of reverse takeover transaction (the “RTO”) with ZYUS Life Sciences Inc. (“former ZYUS”) in accordance with the terms of an arrangement agreement dated November 15, 2022, as amended, pursuant to which PCO and former ZYUS completed a business combination by way of a plan of arrangement. As a result of the RTO, former ZYUS is now a wholly-owned subsidiary of the company.

“The closing of this transaction is the beginning of a transformational moment in ZYUS’ history and provides us with the resources to further advance our operations and accelerate our clinical research activities,” stated Brent Zettl, president and CEO of the company. “This achievement brings us one step closer to providing patients with an approved pharmaceutical drug as an alternative to current pain management therapies. Our mission is to improve the quality of life and well-being for the billions of people worldwide who suffer from chronic pain.”

It is anticipated that the resulting issuer common shares will commence trading on the TSX Venture Exchange on June 19, 2023 under the symbol “ZYUS”, subject to the exchange providing final approval of the listing of the resulting issuer common shares.

Concurrent Financing

On June 5, 2023, Former ZYUS closed a private placement of subscription receipts at a price of $1.60 per subscription receipt for aggregate gross proceeds of approximately $20 million. Immediately prior to the completion of the RTO, the net proceeds from the sale of the subscription receipt financing were released from escrow to Former ZYUS, resulting in the issuance of 12.6 million common shares of former ZYUS. Pursuant to the arrangement agreement, the former ZYUS shares issued on conversion of the subscription receipts were automatically exchanged for resulting issuer common shares based on the exchange ratio of 0.704440586 of a resulting issuer common share for each former ZYUS common share.

Resulting Issuer Capitalization

69.8 million resulting issuer common shares are issued and outstanding as at June 9, 2023 after giving effect to the RTO, including the completion of the conversion of the subscription receipts. The effective issue price of the resulting issuer common shares for the purposes of the RTO, based on the issue price of the subscription receipts adjusted by the exchange ratio, is $2.27, resulting in a market capitalization for the resulting issuer common shares of $158.6 million.

Executive Officers and Board of Directors

Pursuant to the arrangement agreement, the resulting issuer’s executive team will include: Brent Zettl (president, CEO, corporate secretary & director), John Hyshka (CFO), Keith Carpenter (chief strategy and investment officer) and Dr. Lionel Marks de Chabris (chief medical officer). The members of the resulting issuer’s board of directors are Brent Zettl, Dr. Charlotte Moore Hepburn, Richard Hoyt, John Knowles and Garnette Weber.

Distribution of Warrants to shareholders of Phoenix Canada Oil Company Limited

Shareholders of the resulting issuer who held common shares of PCO as of the close of business on June 5, 2023, will be entitled to a distribution of an aggregate of 479,019 share purchase warrants exercisable at $3.55 per share until January 7, 2025 subject to acceleration. The warrants will only be distributed to the shareholders of PCO who held common shares of PCO as of the close of business on June 5, 2023 and 0.090141 warrant will be distributed for each common shares of PCO effective on or about June 13, 2023. The warrants will not be listed on the exchange.

Photo: Benzinga edit with photos by jarmoluk and lindsayfox on Pixabay