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ZYUS Life Sciences Corporation — Proxy Solicitation & Information Statement 2025
May 27, 2025
42931_rns_2025-05-27_22189764-610f-46c9-8616-0952fb33d3f1.pdf
Proxy Solicitation & Information Statement
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ZYUS LIFE SCIENCES CORPORATION
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares") of ZYUS Life Sciences Corporation (the "Corporation") will be held at Room 104A & 104B (Candle Span Room) — 111 Research Drive, Saskatoon, Saskatchewan, S7N 3R2 at 1:00p.m. (Saskatchewan time) on June 27, 2025 for the following purposes
- to receive and consider the audited financial statements of the Corporation for the period from January 1, 2024 to December 31, 2024 together with the auditors' report thereon;
- to elect the Directors of the Corporation to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed;
- to re-appoint KPMG LLP, 500, 475 - 2nd Avenue South Saskatoon, SK S7K 1P4, Canada as the auditors of the Corporation for the ensuing year and authorize the Board of Directors to fix the remuneration to be paid to the auditors;
- to consider, and if thought fit, to pass an ordinary resolution to ratify, confirm and approve the Corporation's Omnibus Equity Incentive Plan, as described in the accompanying management information circular, pursuant to which the Board of Directors of the Corporation, may, from time to time, authorize the issuance of share-based awards to acquire Common Shares up to a maximum of 10% of the issued and outstanding Common Shares at the time of grant; and,
- to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement thereof.
Shareholders entitled to vote may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the 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.
Website Where Meeting Materials are Posted
The management information circular ("Circular"), financial statements of the Corporation for the period from January 1, 2024 to December 31, 2024 ("Financial Statements"), and Management Discussion and Analysis for the period from January 1, 2024 to December 31, 2024 ("MD&A") may be viewed online via the System for Electronic Document Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca or on the Corporation's transfer agent's website at https://docs.tsxtrust.com/2421.
Obtaining Paper Copies of Materials
Shareholders may also obtain paper copies of the Circular, Financial Statements, and MD&A free of charge by contacting TSX Trust Company by telephone at 1-800-600-5869, mail at 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1 or email at [email protected]. A request for paper copies which are required in advance of the Meeting should be made as soon as possible so that they are received by TSX Trust Company by June 20, 2025 to allow sufficient time for Shareholders to receive their paper copies and to return a) their form of proxy to TSX Trust Company, or b) their voting instruction form to their intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof (the "Proxy Deadline").
Notice-and-Access
The Corporation is utilizing the notice-and-access mechanism (the "Notice-and-Access Provisions") under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations, for distribution of Meeting materials to registered and non-registered (or beneficial) Shareholders. The Notice-and-Access Provisions allow reporting
issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via SEDAR+, and on one other website, rather than mailing paper copies of such materials to Shareholders. The Corporation anticipates that using notice-and-access for delivery to all Shareholders will directly benefit the Corporation through a substantial reduction in both postage and material costs and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.
The Corporation will not use procedures known as "stratification" in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular to some Shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Circular. Shareholders who wish to receive a paper copy of the Circular, Financial Statements, and MD&A should refer to "Obtaining Paper Copies of Materials" above.
Shareholders with questions about notice-and-access can contact the Corporation's transfer agent, TSX Trust Company, by telephone at 1-800-600-5869, mail at 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1 or email at [email protected].
Management strongly encourages all shareholders to review the Circular before voting and complete and submit their form of proxy in accordance with the instructions provided thereon.
DATED at Saskatoon, Saskatchewan this 13th day of May, 2025;
BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Brent Zettl"
BRENT ZETTL
President & Chief Executive Officer
NOTES:
1. Shareholders registered on the books of the Corporation at the close of business on May 13, 2025 are entitled to notice of the Meeting.
2. Shareholders registered on the books of the Corporation at the close of business on May 13, 2025 are entitled to vote at the Meeting.
3. The directors have fixed the hour of 1:00p.m. (Central Standard Time) on the second last business day preceding the day of the Meeting, being Wednesday, June 25, 2025, 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.
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