StageZero Life Sciences Ltd. — Regulatory Filings 2021

Apr 5, 2021

FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE

MANAGEMENT CERTIFICATION

I, _____ James Howard-Tripp , an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form ) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

(s)_____ _____ April 1, 2021 Name: James Howard-Tripp Date: Title: Chairman and Chief Executive Officer

Reporting Issuer Name: StageZero Life Sciences, Ltd. End date of previous financial year: December 31, 2020 Type of Reporting Issuer:  Class 1 reporting issuer  Class 3B reporting issuer Highest Trading Marketplace: Toronto Stock Exchange (refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees ) Market value of listed or quoted equity securities: (in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees ) Equity Symbol ____ SZLS 1[st] Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSCRule 13-502 Fees_ ) ___ 01/01/2020 to __ 31/03/2020 Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $______ 0.32 (i) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period _______ 38,184,335 (ii) Market value of class or series (i) x (ii) $_______ 12,218,987.16 (A) 2[nd] Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC __ 01/04/2020 to _____ 30/06/2020

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees )

Closing price of the security in the class or series
on the last trading day of the specified trading
period in which such security was listed or quoted
on the highest trading marketplace		$____(iii) 0.48
Number of securities in the class or series of such
security outstanding at the end of the last trading
day of the specified trading period		______(iv) 48.940,132
Market value of class or series	(iii) x (iv)	$______(B) 23,491,263.36
3rd Specified Trading Period(dd/mm/yy)
(refer to the definition of “specified trading period” under OSC	_____ to 01/07/2020		_____ 30/09/2020
Rule 13-502_Fees_)
Closing price of the security in the class or series
on the last trading day of the specified trading
period in which such security was listed or quoted
on the highest trading marketplace		$ _____(v) 0.82
Number of securities in the class or series of such
security outstanding at the end of the last trading
day of the specified trading period		______(vi) 50,213,306
Market value of class or series	(v) x (vi)	$______(C) 41,174,910.72
4th Specified Trading Period(dd/mm/yy)
(refer to the definition of “specified trading period” under OSC	_____ to 01/10/2020		_____ 31/12/2020
Rule 13-502_Fees_)
Closing price of the security in the class or series
on the last trading day of the specified trading
period in which such security was listed or quoted
on the highest trading marketplace		______(vii) 0.75
Number of securities in the class or series of such
security outstanding at the end of the last trading
day of the specified trading period		______(viii) 60,716,595
Market value of class or series	(vii) x (viii)	$______(D) 45,537,446.06
5th Specified Trading Period(dd/mm/yy)
(if applicable - refer to the definition of “specified trading	_____ to N/A		_____ N/A
period” under OSC Rule 13-502_Fees_)
Closing price of the security in the class or series
on the last trading day of the specified trading
period in which such security was listed or quoted
on the highest trading marketplace		$_____(ix)
Number of securities in the class or series of such		______(x)

security outstanding at the end of the last trading day of the specified trading period

Market value of class or series (ix) x (x) $______ (E) Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) $_______ (1) 30,605,651.83

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees , if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

Fair value of outstanding debt securities:

(See paragraph 2.8(1)(b) , and if applicable, paragraph 2.8(1)(c) of OSC Rule 13-502 Fees ) $_______ (2)

(Provide details of how value was determined)

Capitalization for the previous financial year (1) + (2) $_______ 30,605,651.83 Participation Fee $_______ 2590 (For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees , select the participation fee) (For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees , select the participation fee) Late Fee , if applicable (As determined under section 2.7 of OSC Rule 13502 Fees ) $ ____ 0 Total Fee Payable (Participation Fee plus Late Fee) $ ____ 2590