StageZero Life Sciences Ltd. — Capital/Financing Update 2020

Oct 22, 2020

TERM SHEET

A preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in British Columbia, Alberta, and Ontario. A copy of the preliminary prospectus is required to be delivered to any investor that received this document. The preliminary prospectus is still subject to completion. 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. Copies of the preliminary prospectus maybe be obtained from Echelon Wealth Partners Inc. at ecm@echelonpartners.com.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. person absent registration or an applicable exemption from the registration requirements. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” shall have the meanings assigned to them in Regulation S under the U.S. Securities Act.

Issuer:	StageZero Life Sciences Ltd. (the "Company").
Issue:	Marketed public offering (the “Offering”) of a minimum of 6,410,300 units and a maximum
	of 12,820,600 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, a “Warrant”).
Issue Price:	C$0.78 per Unit.
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$1.10 per Common Share for a period of 36 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 the Agents and the Company
	outside of Canada 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.
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.
Agents:	Echelon Wealth Partners Inc. and Clarus Securities Inc. (the “Agents”).

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Agents’ 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 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$0.85 per Common Share for a period of 36 months following the Closing Date.

Pricing Date: October 20, 2020. Closing Date: On or about November 12, 2020, or such other date as the Company and the Agents may agree (the “ Closing Date ”).

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