StageZero Life Sciences Ltd. — Capital/Financing Update 2020

Jun 2, 2020

TERM SHEET

STAGEZERO LIFE SCIENCES LTD.

Marketed Public Offering of Units

A preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in certain of the provinces of Canada. The preliminary prospectus is still subject to completion. Copies of the preliminary prospectus may be obtained by emailing Echelon Wealth Partners Inc., at ecm@echelonpartners.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

Issuer:	StageZero Life Sciences Ltd. (the "Company").
Issue:	Marketed public offering of units (each, a “Unit” and collectively, the “Units”), with each
	Unit comprised of one common share in the Company (each, a “Common Share”) and one-
	half of one common share purchase warrant (each whole common share purchase
	warrant, a “Warrant”).
Issue Price:	C$● per Unit.
Issue Size:	Gross proceeds of a minimum C$3,500,000 and maximum C$8,000,000 (the "Offering")
	(before the exercise of the Over-Allotment Option).
Over-Allotment	The Company will grant the Agent an option to increase the size of the Offering by up to
Option:	15.0%, exercisable in whole or in part for Units, Common Shares, or Warrants, in any
	combination, at any time for a period of 30 days after and including the Closing Date (the
	“Over-Allotment Option”), for over-allotment and market stabilization purposes.
Warrants:	Each Warrant entitles the holder thereof to acquire one Common Share for an exercise
	price of C$● per Common Share for a period of ● months following the Closing Date.
Form of Offering:	Overnight marketed offering of Units (i) by way of short form prospectus to be filed in
	British Columbia, Alberta, and Ontario, and (ii) as agreed to by Echelon Wealth Partners
	Inc. and the Company, outside of Canada and the United States without: (A) giving rise to
	any requirement under the laws of such jurisdiction to prepare and/or file a prospectus,
	registration statement or document having similar effect; or (B) creating any ongoing
	compliance or continuous disclosure obligations for the Company pursuant to the laws of
	such jurisdiction.
Use of Proceeds:	The Company will use the net proceeds of the Offering for expansion of COVID-19 testing
	capabilities and sales and marketing related to COVID-19 testing. Net proceeds of the
	Offering will also be used for upgrades to the company, including new staff hiring, to meet
	increased demand for COVID-19 testing. Additional net proceeds are to be used for
	working capital and general corporate purposes.
Agents:	Echelon Wealth Partners Inc. and Clarus Securities Inc. (the “Agents”).
Agent’s Fee:	The Company will pay to the Agents, on the Closing Date, a cash commission equal to 7%
	of the aggregate gross proceeds received from the sale of the Units sold in the Offering
	(including pursuant to the Over-Allotment Option). In addition, the Company shall issue
	warrants to the Agent (the "Broker Warrants") equal to 7% of the number of Units sold in

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the Offering (including pursuant to the Over-Allotment Option). Each Broker Warrant entitles the holder thereof to acquire one Common Share for an exercise price of C$● per Common Share for a period of ● months following the Closing Date (collectively, the " Agent’s Fee ").

Pricing Date: On or about June 2, 2020. Closing Date: On or about June 18, 2020, or such other date as the Company and Echelon may agree (the “ Closing Date ”). Listing: The Common Shares are listed on the Toronto Stock Exchange under the symbol “SZLS”. Eligibility: The securities comprising the Units are eligible for Canadian RRSPs, RRIFs, DPSPs, TFSAs and RESPs.

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