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StageZero Life Sciences Ltd. Capital/Financing Update 2020

Jun 23, 2020

44586_rns_2020-06-23_69e043af-bb68-4b65-bd31-f8a5a71011f0.pdf

Capital/Financing Update

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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

June 23, 2020 Item 3. News Release

Press release was issued by the Company on June 23, 2020 via a Canadian newswire network.

Item 4. Summary of Material Change

StageZero announced that a receipt has been issued by the Ontario Securities Commission in respect of its final short form prospectus dated June 22, 2020.

Item 5. Full Description of Material Change

The Company announced that it was issued a receipt by the Ontario Securities Commission today in respect of its final prospectus dated June 22, 2020.

The Toronto Stock Exchange has conditionally approved the listing of the common shares (the “ Shares ”) partially comprising the units (the “ Units ”) offered by the prospectus, the Shares issuable upon exercise of the warrants (the “ Warrants ”) partially comprising the Units, the shares issuable upon exercise of broker warrants and compensation warrants granted to the agents for the prospectus offering. Listing is subject to the Company fulfilling all of the requirements of the Toronto Stock Exchange on or before August 31, 2020.

The Toronto Stock Exchange has conditionally approved the listing of the Warrants. Listing of the Warrants is subject to the Company fulfilling all of the requirements of the Toronto Stock Exchange on or before August 31, 2020, including distribution of the securities to a minimum number of public securityholders.

The offering is expected to close on or about June 29, 2020.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not Applicable.

14879346.1

Item 7. Omitted Information

No information has been omitted from this material change 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 Telephone: 905- 209-2030 E-mail: [email protected]

Item 9. Date of Report

June 23, 2020.

14879346.1