StageZero Life Sciences Ltd. — Capital/Financing Update 2020

Jun 3, 2020

TERM SHEET

STAGEZERO LIFE SCIENCES LTD.

Marketed Public Offering of Units

A preliminary prospectus containing i m portant information relati n g to the sec u rities describ e d in this doc u ment has been f iled with the securities re g ulatory auth o rities in certain of the pro v inces of Can a da. The preli m inary prospectu s is still subj e ct to comple t ion. Copies o f the prelimi n ary prospectus may be o b tained by e m ailing Echelon W ealth Partner s Inc., at ecm @ echelonpart n ers.com. There will not be any sale or a n y acceptanc e of an offer to b u y the securiti e s until a recei p t for the final prospectus h a s been issued .

Issuer: S t ageZero Life Sciences Ltd. (t h e " Company " ). Issue: M arketed publi c offering of u n its (each, a “ Unit ” and coll e ctively, the “ Units ”), with each U n it comprised of one com m on share in t h e Company (each, a “ Common Share ”) a nd o n e common share purchase w arrant (each , a “ Warrant ”) . Issue Price: C $ 0.07 per Unit . Issue Size: G r oss proceeds of a minimu m C$3,500,00 0 and maximu m C$8,000,00 0 (the " Offering ") ( b efore the exe r cise of the Ov e r‐Allotment O ption). Over‐Allotment T h e Company w ill grant the Agent an optio n to increase the size of the Offering by u p to Option: 1 5 .0%, exercisable in whole o r in part for Units, Comm o n Shares, or Warrants, in a ny c o mbination, at any time for a period of 30 d ays after an d including the Closing Date ( the “ Over‐Allotment Option ”), fo r over‐allotment and marke t stabilization p urposes. Warrants: E a ch Warrant entitles the holder thereof t o acquire one Common Sha r e for an exer c ise p r ice of C$0.09 p er Common S hare for a pe r iod of 36 mon t hs following t he Closing Da t e. Form of Offering: O v ernight marketed offering of Units (i) b y way of short form prospe c tus to be file d in B r itish Columbi a , Alberta, an d Ontario, and (ii) as agreed to by Echelo n Wealth Part n ers Inc. and the Co m pany, outsid e of Canada a n d the United S tates without: (A) giving ris e to a n y requirement under the laws of such ju r isdiction to p r epare and/or file a prospec t us, r e gistration sta t ement or do c ument havin g similar effe c t; or (B) creating any ong o ing c o mpliance or continuous dis c losure obliga t ions for the C o mpany pursu a nt to the law s of s u ch jurisdictio n . Use of Proceeds: T h e Company w ill use the net proceeds of t h e Offering fo r expansion of COVID‐19 tes t ing c a pabilities and sales and m a rketing relat e d to COVID‐19 testing. Ne t proceeds of the O f fering will al s o be used fo r upgrades to the compan y , including new staff hiring , to meet increased demand for C O VID‐19 testi n g. Additional n et proceeds a re to be used for working capital and general c o rporate purp o ses. Agents: E c helon Wealth Partners Inc. a nd Clarus Sec u rities Inc. (th e “ Agents ”). Agent’s Fee: T h e Company w ill pay to the A gents, on the Closing Date, a cash commission equal to 7% o f the aggregat e gross proce e ds received f r om the sale o f the Units sold in the Offe r ing (i n cluding purs u ant to the Over‐Allotment O ption). In ad d ition, the Co m pany shall issue warrants to the Agent (the " Broker Warrants ") equal to 7 % of the nu m ber of Units s old in the Offering ( including pur s uant to the O ver‐Allotmen t Option). Eac h Broker War r ant

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e n titles the hol d er thereof to a cquire one C o mmon Share for an exercis e price of C$0. 0 85 p e r Common S h are for a peri o d of 36 mont h s following t h e Closing Dat e (collectively, the " Agent’s Fee "). Closing Date: On or about Ju n e 18, 2020, or such other d ate as the C o mpany and E c helon may a g ree (t h e “ Closing Date ”). Listing: T h e Common S h ares are liste d on the Toro n to Stock Exc h ange under t h e symbol “SZ L S”. R e asonable bes t efforts will b e made to list t he Warrants o n the Toront o Stock Exchange. Eligibility: T h e securities c o mprising the Units are eligible for Cana d ian RRSPs, R R IFs, DPSPs, TFSAs a n d RESPs.

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