ZYUS Life Sciences Corporation — Proxy Solicitation & Information Statement 2023

Mar 30, 2023

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Phoenix Canada Oil Company Limited

(the “Corporation”)

FORM OF PROXY (“PROXY”)

Annual General and Special Meeting April 27, 2023 at 10:00 a.m. ET Gardiner Roberts, LLP Bay Adelaide Centre - East Tower, 22 Adelaide Street West, Suite 3600 Toronto, Ontario (the “Meeting”)

RECORD DATE: March 21, 2023 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: April 25, 2023 at 10:00 a.m. ET

VOTING METHOD

FILING DEADLINE FOR PROXY: April 25, 2023 at 10:00 a.m. ET	FILING DEADLINE FOR PROXY: April 25, 2023 at 10:00 a.m. ET
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Michael D. Kindy, CFO or failing him then Charlotte Moore Hepburn, CEO (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
To elect Directors of the Corporation for the ensuing year;
a) Charlotte Moore Hepburn
b) Charles Burns
c) William Alexander Mills
d) Michael Detlefsen
e) GregNuttall
2. Stock Option Plan To increase in the number of shares reserved under the Corporation’s Stock Option Plan.	FOR AGAINST
	FOR WITHHOLD
3. Appointment of Auditor
To appointMNP, LLPthe Auditors of the Corporation for the ensuing year and authorizing the Directors to fix the remuneration to be paid to the Auditors.
4. Change of Control	FOR				AGAINST
To approve the issuance, or reservation for issuance, by Phoenix of such number of Phoenix Shares as may be required to be
issued pursuant to a plan of arrangement under Section 14-24 of The Business Corporations Act, 2021 (Saskatchewan).

And, providing that item 4 above is approved, then to vote upon the following issues. 5 Relacement Board	And, providing that item 4 above is approved, then to vote upon the following issues. 5 Relacement Board
		FOR WITHHOLD
. p To elect new Directors to serve following the resignation of the Directors elected under it 1 bf th Cti f th i
em aove,o e orporaon or e ensung year. a) Brent Zettl
b) Richard Hoyt
c) John Knowles
d) Garnette Weber
	e) Dr. Charlotte Moore Hepburn
6. Articles of Amendment		FOR						AGAINST
To approve an amendment to the articles of incorporation of the Corporation to: (i) “ ”
change the name of the Corporation from Phoenix Canada Oil Company Limited to “ZYUS Life Sciences Corporation”, or such other name as may be agreed to by Phoenix and ZYUS and accepted by relevant regulatory authorities; (ii) remove the corporate objects contained in the Corporation’s historical letters patent; (iii) provide for the authorized capital of the Corporation to consist of an unlimited number of common shares; and (iv) establish the Corporation’s board size within the range of a minimum		FOR AGAINST
of three directors and a maximum of ten directors. 7. Fixing the number of directors
To approve the empowering of the directors of the Corporation to determine from time to time the number of directors of the Corporation and the number of directors to be elected at each annual meeting of the Corporation’s shareholders.
8. Bylaw Amendment		FOR						AGAINST
To repeal the existing corporate bylaws and approve the adoption of new corporate bylaws.
		FOR WITHHOLD
9. Replacement of Auditor		FOR
To approve the replacement of MNP, LLP, with KPMG LLP as auditors of the Corporation, and authorize the directors to fix the remuneration of the auditors.
		FOR AGAINST
10. Equity Compensation Plan Adoption		FOR
To repeal the existing Stock Option Plan and approve the adoption of an omnibus equity plan.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Corporation and as such request the following:

• [Annual Financial Statements with MD&A ]

• [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

 Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en

Phoenix Canada Oil Company Limited 2023

1. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

2. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

3. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

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https://www.tsxtrust.com/t/investor-hub/forms/investor-insiteregistration

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