StageZero Life Sciences Ltd. — Capital/Financing Update 2026

Jan 27, 2026

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
StageZero Life Sciences Ltd. (the “Company” or “StageZero”)
70 East Beaver Creek Road, Unit 30
Richmond Hill, ON L4B 3B2

Item 2. Date of Material Change
January 21, 2026

Item 3. News Release
A press release was issued by the Company on January 20, 2026 via a Canadian newswire network.

Item 4. Summary of Material Change
StageZero received a partial revocation of a failure to file cease trade order on January 19, 2026, to allow it to conduct a financing.

Item 5. Full Description of Material Change
The Ontario Securities Commission (“OSC” or “Principal Regulator”) issued an order dated January 19, 2026 (the “Partial Revocation Order”) partially revoking the failure-to-file cease trade order issued against the Company on April 8, 2024 (the “FFCTO”) for failing to file certain outstanding continuous disclosure documents (collectively, the “Documents”) within the timeframes prescribed by applicable securities laws.

The Partial Revocation Order permits the Company to conduct a financing on a private placement basis (the “Proposed Financing”). The FFCTO continues to apply in all other respects.

The Partial Revocation Order permits the Company to complete a private placement (the “Private Placement”) by convertible debt offering up to $2,500,000 of $1,000 principal amount of secured convertible debentures (“Convertible Debentures”) bearing an interest of 8-12% per annum.

The terms and conditions of the Convertible Debentures will provide that the Convertible Debentures cannot be converted into common shares until a full revocation order is obtained in respect of the FFCTO.

The Company intends to use the proceeds of the Private Placement to resolve outstanding fees, prepare audited annual financial statements and pay all other costs associated with applying for a full revocation of the FFCTO, with the remainder for general working capital purposes.

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Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not Applicable

Item 7. Omitted Information
No information has been omitted from this Report.

Item 8. Executive Officer
The following senior officer of the Company is knowledgeable about the material change and the Report and may be contacted as follows:
James Howard-Tripp
Chief Executive Officer
E-mail: jht@stagezerols.com

Item 9. Date of Report
January 21, 2026.

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