StageZero Life Sciences Ltd. — Regulatory Filings 2021

Aug 31, 2021

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

August 16, 2021

Item 3. News Release

A press release was issued by the Company on August 16, 2021 via a Canadian newswire network.

Item 4. Summary of Material Change

StageZero signed a share purchase agreement with Health Clinics Limited to acquire all of the shares of Clinics Operations Limited.

Item 5. Full Description of Material Change

The Company signed a share purchase agreement (the “ Definitive Agreement ”) to acquire all of the shares of Clinics Operations Limited, a provider of specialist clinical services across Europe and North America, and wholly owned subsidiary of Health Clinics Limited (the “ Acquisition ”).

Transaction Highlights

• Adds ~$4 million in annual revenue and is immediately accretive to StageZero.

• Provides StageZero Life Sciences with full access to Care Oncology’s network of oncologists and physicians across the United States, including Care Oncology’s Los Angeles clinic, and the physicians’ healthcare affiliations.

• Positions StageZero to take full advantage of the multi-billion dollar emerging global market for liquid biopsy diagnostic tools and the strong trend toward telehealth and early-disease diagnostics

• Adds experienced management expertise to build out StageZero’s clinical offerings and significantly expands the sales and marketing effort.

• Offers synergistic cross-selling opportunities as StageZero provides diagnostic tests to the thousands of current Care Oncology patients, with StageZero liquid

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diagnostic customers now having access to the full Care Oncology “Patient Journey”. This, in turn, provides multiple revenue streams.

StageZero initially announced the proposed acquisition of the business of Health Clinics Limited on April 1, 2021, and since then the StageZero and Health Clinics Limited teams have been working to establish a framework for integrating their businesses in Canada, the United States and the United Kingdom in the context of a regulated industry. The Definitive Agreement provides that StageZero will acquire all of the shares of Clinics Operations Limited by issuing:

• 12,400,000 common shares, which will be issued on closing of the Acquisition;

• 2,500,000 common shares, contingent upon Clinic Operations Limited obtaining a Care Quality Commission licence in the United Kingdom;

• 8,000,000 common shares contingent upon the achievement of certain milestones (“ Milestones ”) and StageZero shareholder approval (the “ Contingent Shares ”). In the event the Milestones are achieved, and the StageZero shareholders do not approve of the issuance of the Contingent Shares, StageZero is obligated to pay to Health Clinics Limited, in lieu of the Contingent Shares, CAD $16,000,000, payable at a rate of 9.5% out of StageZero’s monthly gross revenues. The Contingent Consideration becomes immediately payable in the event of a take-over bid.

The Definitive Agreement contains a number of conditions customary for a transaction of this nature, including the delivery at closing of:

• Employment agreements for certain employees of the acquired entities;

• An escrow agreement pursuant to which the StageZero common shares issued to Health Clinics Limited and Health Clinics USA Corp. on closing will be held in escrow to secure certain indemnification obligations for a period of two (2) years;

• An asset purchase agreement for the purchase of certain Health Clinics USA Corp. assets for 100,000 common shares of StageZero;

• Lock-up agreements pursuant to which the sellers will be restrained from selling all of their shares for a period of four (4) months following closing, two-thirds of their shares for eight (8) months following closing, and one-third of their shares for twelve (12) months following closing; and

• Restrictive covenant agreements for certain individuals involved with the business of Health Clinics Limited and Health Clinics USA Corp.

• A transitional agreement between Health Clinics Limited and Clinics Operations Limited regarding certain transitional arrangements following the execution of the Definitive Agreement

The Acquisition is subject to approval from the TSX.

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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

Telephone: 1-855-420-7140 E-mail: jht@stagezerols.com

Item 9. Date of Report

August 30, 2021.

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