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SASKATOON, SK, May 28, 2026 /CNW/ - ZYUS Life Sciences Corporation (the "Company") (TSXV: ZYUS), a clinical-stage life sciences company focused on the development and commercialization of novel non-opioid drug candidates for pain management, is pleased to announce that its wholly-owned subsidiary, ZYUS Life Sciences Inc. ("ZYUS Inc."), has closed a second tranche (the "Second Tranche") of a secured loan financing (the "Secured Loan") on May 27, 2026 with certain lenders (the "Lenders"), including certain insiders of the Company, for gross proceeds of CAD$265,000. The closing of the Second Tranche brings the total amount of the Secured Loan to CAD$445,000. ZYUS Inc. expects to close additional tranches under the Secured Loan. The aggregate size of the Secured Loan offering is up to CAD$2,000,000. Subject to receipt of approval from the TSX Venture Exchange (the "Exchange"), the Secured Loan will be secured by a security interest granted under the terms of a general security agreement (subject to an exception in respect of certain assets). The Secured Loan bears interest at a rate of 12% per annum, payable on maturity, is pre-payable by ZYUS Inc. at any time without penalty or premium, and will mature on November 19, 2026.

One insider of the Company (the "Insider") participated in the Second Tranche for an aggregate amount of CAD$45,000. Such participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Insider is a member of the Board of Directors of the Company (the "Director Lender").

The Company has relied on the exemption from the valuation requirement pursuant to section 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by section 5.7(1)(a) (Fair Market Value Not More Than 25 Percent of Market Capitalization) of MI 61-101. The Company did not file a material change report more than 21 days before issuance of the Secured Loan because the details of the Secured Loan were not settled until recently.

The Company intends to use the net proceeds of the Second Tranche for general working capital purposes. There is no undisclosed material information by the Company, and all independent directors have approved the Secured Loan described in this news release.

Update on 2025 Annual and Q1 2026 Interim Filings

The Company announces that it anticipates a delay in the filing of its condensed consolidated interim financial statements, related management's discussion and analysis, and associated CEO and CFO certifications for the three-month period ended March 31, 2026 (collectively, the "Q1 2026 Filings"). As previously disclosed, the Company continues to work diligently with its external auditors in connection with certain complex accounting matters, including the valuation of certain assets, in relation to the preparation and completion of its annual audited consolidated financial statements for the year ended December 31, 2025. Given the ongoing work associated with completion of the annual filings, the Company currently anticipates that the Q1 2026 Filings will be filed concurrently with, or shortly following, the filing of the Company's audited annual consolidated financial statements, accompanying management's discussion and analysis, and related certifications for the year ended December 31, 2025. The Company continues to devote significant resources toward the completion of the required filings and is working closely with its external auditors to finalize the outstanding matters as expeditiously as possible. The Company will provide further updates as material developments occur.

The Company plans to file the Annual Filings promptly upon completion of the audit. The Company anticipates that the failure-to-file cease trade order ("FFCTO"), which was issued on May 6, 2026, as a result of the delay in the Annual Filings, will remain in place until such time as the Annual Filings are filed.

About ZYUS Life Sciences Corporation

ZYUS (TSXV: ZYUS) is a life sciences company focused on the development and commercialization of novel cannabinoid-based pharmaceutical drug candidates for pain management. Through rigorous scientific exploration and clinical research, ZYUS aims to secure intellectual property protection, safeguarding its innovative therapies and bolstering shareholder value. ZYUS' unwavering commitment extends to obtaining regulatory approval of non-opioid-based pharmaceutical solutions, in pursuit of transformational impact on patients' lives. For additional information, visit www.zyus.com or follow us on X @ZYUSCorp.

Cautionary Note Regarding Forward-Looking Statements

Information and statements contained in this news release that are not historical facts are "forward-looking information" within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited, to the Company's current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "target", "intend", "estimate", "could", "should", "may" and "will" or the negative of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These forward-looking statements include statements relating to the Secured Loan, the Annual Filings, the Q1 Financial Statements, and the FFCTO, and are based on current expectations and assumptions that involve a number of risks and uncertainties, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this news release. These risks and uncertainties include but are not limited to: the Company's anticipated use of the proceeds from the Secured Loan; the risk that no additional funds are secured under the Secured Loan; regulatory approval of the Secured Loan may not be obtained; the Company's inability to repay the Secured Loan; amounts available from the Secured Loan may be insufficient to fund the Company's operations; in the absence of additional tranches of funding becoming available under the Secured Loan, the Company may be unable to fund its operations and obligations; whether the Company will file the Annual Filings or the Q1 Financial Statements in the timeline contemplated by the Company; the impact of the FFCTO on the Company, its shareholders and directors; whether the FFCTO will be revoked in the timeline contemplated by the Company; the Company's expectations relating to its audit progress and results; and the factors discussed from time to time in the Company's filings with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR+ website at www.sedarplus.ca. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking information. Security holders, potential security holders, and other prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks, and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections, and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events, or other such factors that affect this information, except as required by law.

SOURCE ZYUS Life Sciences Corporation