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StageZero Life Sciences Ltd. Regulatory Filings 2020

Jun 19, 2020

44586_rns_2020-06-18_1209fa85-bebb-4189-8dcf-65e853dc6f4e.pdf

Regulatory Filings

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FORM 52-109F2R CERTIFICATION OF REFILED INTERIM FILINGS

This certificate is being filed on the same date that STAGEZERO LIFE SCIENCES LTD. (the "issuer") has refiled its interim financial report and management's discussion and analysis for the financial period ended MARCH 31, 2020 .

I, JAMES R. HOWARD-TRIPP , the CHAIRMAN AND CHIEF EXECUTIVE OFFICER of STAGEZERO LIFE SCIENCES LTD. , certify the following:

  1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of the issuer for the period ended MARCH 31, 2020 .

  2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer ’ s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in IssuersAnnual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer ’ s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

  • (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

  • (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

  • (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

  • (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial

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reporting and the preparation of financial statements for external purposes in accordance with the issuer ’ s GAAP.

  • 5.1 Control framework: The control framework the issuer ’ s other certifying officer(s) and I used to design the issuer ’ s ICFR is Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) .

  • 5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

  • (a) a description of the material weakness;

  • (b) the impact of the material weakness on the issuer ’ s financial reporting and its ICFR; and

  • (c) the issuer ’ s current plans, if any, or any actions already undertaken, for remediating the material weakness.

  • 5.3 Limitation on scope of design: N/A

  • Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: June 18, 2020


James R. Howard-Tripp Chairman and Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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