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SASKATOON, SK, Oct. 21, 2026 /CNW/ -- ZYUS Life Sciences Corporation ("ZYUS" or the "Company") (TSXV: ZYUS), a clinical stage life sciences company focused on the development and commercialization of novel non-opioid pharmaceutical drug candidates for pain management, is pleased to announce that it has now completed a first tranche (the "First Tranche") of its non-brokered private placement (the "Offering") of up to 6,666,666 units of the Company (each a "Unit") for aggregate gross proceeds of up to C$3,000,000. Pursuant to the Offering, a finder will be entitled to a finders' fee of up to 6% of the subscription amount for Units sold to parties introduced to the Company by the respective finder. In addition, a finder will be entitled to Warrants in the number equal to up to 6% of the number of Units sold to parties introduced to the Company by the respective finder.

Under the First Tranche of the Offering, 444,444 Units were issued at a price of C$0.45 per Unit for gross proceeds of C$200,000. The Company expects to close an additional tranche shortly. No finders' fees were paid in connection with the First Tranche of the Offering.

Each Unit, priced at C$0.45 per unit, consists of one common share of the Company (a "Common Share") and one-half (½) of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), whereby each Warrant entitles the holder to acquire one Common Share at a price of C$0.59 for a period of twenty-four months from the date of issuance. Proceeds of the Offering will be used for general corporate and working capital purposes.

Insider Participation

Certain insiders of the Company purchased all of the 444,444 Units sold in connection with the First Tranche of the Offering for gross proceeds of C$200,000 (the "Insider Participation"). The Insider Participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(b) and 5.7(1)(b) of MI 61-101 because the Company is not listed on a stock exchange specified in section 5.5(b) of MI 61-101 and neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceed $2,250,000. The Company did not file a material change report at least 21 days prior to the closing of the Offering as participation of the insiders had not been confirmed at that time.

The Offering was approved unanimously by the directors of the Company.

The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the First Tranche are subject to a hold period expiring February 22, 2027, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV"). The Offering has received conditional approval from the TSXV and remains subject to final acceptance of the TSXV.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States. 

About ZYUS Life Sciences Corporation

ZYUS (TSXV: ZYUS) is a clinical-stage life sciences company advancing a pipeline of novel, non-opioid pharmaceutical drug candidates targeting a significant unmet need in the global pain management market. Through rigorous scientific research and clinical development, ZYUS is building a robust intellectual property portfolio to protect its innovative therapies and strengthen long-term shareholder value. The Company is focused on advancing its proprietary drug candidates through clinical development and toward regulatory approval, with the goal of providing non-opioid treatment options for patients with chronic and neuropathic pain. For additional information, visit www.zyus.com follow us on X @ZYUSCorp. 

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements that may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation. Readers are cautioned not to place undue reliance on forward-looking information or statements. Forward-looking statements and information are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "potential", "possible" and other similar words, or statements that certain events or conditions "may", "will", "could", or "should" occur. These statements include statements relating to the proposed Offering and are based on current expectations and assumptions that involve a number of risks, 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 Offering, the risk that the Offering will not be completed, the risk that regulatory approval of the Offering may not be obtained, the risk that amounts available from the Offering will be insufficient to fund the Company's operations, and the risk that absent completion of the Offering the Company will be unable to fund its operations and obligations. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. The forward-looking statements contained in this news release are made as at the date of this news release and are expressly qualified in their entirety by this cautionary statement. The Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether because of new information, future events or otherwise, except as may be required by applicable securities laws. Although the forward-looking statements contained in this news release are based on what management believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with them. These forward-looking statements are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE ZYUS Life Sciences Corporation