ZYUS Life Sciences Corporation — Proxy Solicitation & Information Statement 2023

Mar 30, 2023

PHOENIX CANADA OIL COMPANY LIMITED NOTICE OF ANNUAL AND SPECIAL MEETING OF PHOENIX SHAREHOLDERS TO BE HELD April 27, 2023

NOTICE IS HEREBY GIVEN that the Annual and Special meeting (the “ Phoenix Meeting ”) of holders (the “ Phoenix Shareholders ”) of common shares (the “ Phoenix Shares ”) of Phoenix Canada Oil Company Limited (“ Phoenix ”) will be held on April 27, 2023 at 10:00 a.m. (Toronto time) at the offices of Gardiner Roberts LLP, Bay Adelaide Centre – East Tower, 22 Adelaide Street West, Suite 3600, Toronto, Ontario, to consider and vote upon a number of issues, including:

1. an ordinary resolution to elect the Directors of the Corporation for the ensuing year;

2. an ordinary resolution to increase in the number of shares reserved under the Corporation’s Stock Option Plan by 340,691 shares, to a total of 531,410, representing 10% of the issued and outstanding shares;

3. an ordinary resolution to appoint MNP, LLP as the Auditors of the Corporation for the ensuing year and authorizing the Directors to fix the remuneration to be paid to the Auditors;

4. an ordinary resolution approving 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) (the “ Arrangement ”) involving Phoenix, ZYUS Life Sciences Inc. (“ ZYUS ”) and the shareholders of ZYUS (“ ZYUS Shareholders ”) pursuant to which Phoenix will, among other things, acquire all of the issued and outstanding common shares of ZYUS in exchange for the issuance to the ZYUS Shareholders of such number of Phoenix Shares that, as a result of the issuance, the ZYUS Shareholders shall own approximately 91.2430%, and the current Phoenix Shareholders shall own approximately 8.7570%, of outstanding post-Arrangement Phoenix Shares, respectively (the “ Change of Control ”). The Arrangement will constitute a Reverse Takeover of Phoenix pursuant to Policy 5.2 of the TSXV Corporate Finance Manual;

And, provided item 4 above is approved, then to vote upon the following issues which will be acted upon only at the time of closing of the Change of Control:

1. an ordinary resolution electing, new Directors (the “ Replacement Board ”), to serve following the resignation of the Directors elected under item 1 above, of the Corporation for the ensuing year;

2. a special resolution to amend the articles of incorporation (the “ Articles of Amendment ”) 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 (the “ Name Change ”); (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 of three directors and a maximum of ten directors;

3. a special resolution empowering 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;

4. an ordinary resolution to repeal Phoenix’s existing corporate bylaws and the adoption of new corporate bylaws (the “ Bylaw Amendment ”);

5. an ordinary resolution to replace the incumbent auditors, MNP, LLP, and appointment as auditors of Phoenix KPMG LLP, and authorization of the directors to fix the remuneration of the auditors (the “ Replacement of Auditors ”); and

6. an ordinary resolution to repeal Phoenix’s current stock option plan and replace it with an omnibus equity plan (the “ Equity Compensation Plan Adoption ”), all as more particularly described and set forth in the accompanying joint management information circular and proxy statement dated March 24, 2023 (the

“ Circular ”).

1. to transact such other business as may properly come before the Phoenix Meeting or any adjournment(s) or postponement thereof.

A copy of the Joint Circular, a form of Proxy, financial statements for the years ended and as at December 31, 2021 and 2020, and Management Discussion and Analysis for the year ended and as at December 31, 2021, accompany this Notice of Meeting.

Shareholders entitled to vote may attend the Phoenix Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Phoenix Meeting or any adjournment thereof in person, are requested to complete, sign, date and return the enclosed form of proxy by mail or submit an Internet or telephone proxy by following the instructions as set out in the enclosed form of proxy. Refer to “Notes” below.

Management strongly encourages all shareholders to complete and submit their form of proxy in accordance with the instructions provided thereon.

The COVID-19 situation continues to evolve. If events arise that require us to make changes to the date, time, or location of the Phoenix Meeting, we will promptly notify shareholders and communicate any changes through a press release.

DATED at Toronto, Ontario this 24th day of March, 2023;

BY ORDER OF THE BOARD OF DIRECTORS

“Charlotte Moore Hepburn”

DR. CHARLOTTE MOORE HEPBURN

Chief Executive Officer

NOTES:

1. As provided in the Business Corporations Act (Ontario) shareholders registered on the books of the Corporation at the close of business on March 21, 2023 are entitled to notice of the meeting.

2. Shareholders registered on the books of the Corporation at the close of business on March 21, 2023 are entitled to vote at the meeting.

3. The directors have fixed the hour of 10:00 a.m. in the morning on the second last business day preceding the day of the meeting, being Tuesday, April 25, 2023, or any adjournment thereof as the time before which the instrument of proxy to be used at the meeting must be deposited with the Transfer Agent of the Corporation, TSX Trust Company., 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, provided that a proxy may be delivered to the Chairman of the meeting on the day of the meeting or any adjournment thereof prior to the time for voting.