StageZero Life Sciences Announces CAD$1.87 Million Private Placement with Institutional Investor

TORONTO, ON and RICHMOND, VA / ACCESSWIRE / February 28, 2022 / StageZero Life Sciences, Ltd. (TSX:SZLS) ("StageZero" or the "Company"), a vertically integrated healthcare company devoted to improving the early detection and management of cancer and other chronic diseases through leading-edge molecular diagnostics and clinical interventions, is pleased to announce that it has entered into a securities purchase agreement for a private placement of its common shares ("Common Shares") and warrants to purchase Common Shares ("Warrants") with an institutional investor for gross proceeds of approximately CAD$1.87 million (the "Private Placement"). Pursuant to the Private Placement, the Company will issue 10,000,000 Common Shares and Warrants to purchase up to an aggregate of 10,000,000 Common Shares at a purchase price of CAD$0.187 per Common Share and associated Warrant. Each Warrant will entitle the holder to purchase one Common Share at an exercise price of CAD$0.2206 per Common Share for a period of four years following the issuance date.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the Private Placement.

The net proceeds of the Private Placement will be used to accelerate the Company's Global Growth Strategy and further support the commercialization of Aristotle® and AVRT. No securities were offered or sold to Canadian residents in connection with the Private Placement. The Private Placement is expected to close on or about March 2, 2022, subject to satisfaction of customary closing conditions and the approval of the Toronto Stock Exchange ("TSX").

"With the formal launch of AVRT in the US now under way and the planned introductions in Canada and the UK, this additional financing will allow us to accelerate adoption by expanding promotion." said James Howard-Tripp, Chairman and CEO of StageZero Life Sciences.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act"), or any U.S. state securities laws, and such securities may not be offered or sold within the United States or to any U.S. person absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements."United States" and "U.S. person" have the respective meanings ascribed to them in Regulation S under the U.S. Securities Act.

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About StageZero Life Sciences, Ltd.

StageZero Life Sciences, Ltd. is a vertically integrated healthcare company dedicated to improving the early detection and management of cancer and other chronic diseases through next-generation diagnostics and a unique telehealth program that provides clinical interventions to help patients reduce the risk of developing late-stage disease (AVRT™).

The Company's next generation test, Aristotle®, is the first ever mRNA multi-cancer panel for simultaneously screening for multiple cancers from a single sample of blood with high sensitivity and specificity for each cancer. Aristotle® uses mRNA technology to identify the molecular signatures of multiple cancer types and is built on the Company's patented technology platform, the Sentinel Principle. This underlying technology has been validated in more than 9,000 patients and used by more than 100,000 patients in North America.

Aristotle®, as well as additional cancer diagnostics (ColonSentry®, BreastSentry™, and the Prostate Health Index) are processed at the Company's clinical laboratory, StageZero Life Sciences, Inc., a CAP accredited and CLIA certified high-complexity reference laboratory in Richmond, Virginia. In addition, the Company is also leveraging its specialty in polymerase chain reaction (PCR) testing to provide COVID-19 PCR testing (swab and saliva) and Antibody Testing (blood analysis).

Forward-Looking Statements

Certain statements in this news release related to StageZero, its respective business and the Private Placement are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may," "will," "should," "could," "intend," "estimate," "plan," "anticipate," "expect," "believe" or "continue," or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the Private Placement, issuance of securities under the private placement, the closing date, including the satisfaction of closing conditions and TSX approval, and use of net proceeds. These statements reflect the Company's current expectations regarding future events, but involve risks and uncertainties that could cause actual results to differ materially from those projected herein. Such risks include the risk that the closing conditions to the Private Placement will not be satisfied, that TSX approval will not be obtained, and other risks and uncertainties described in StageZero's ongoing quarterly filings, annual reports and annual information form. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update these forward-looking statements, except as required by law.

Contacts:

James Howard-Tripp
Chairman & CEO

Investor Relations

Rebecca Greco
1-855-420-7140 ext. 1838
rgreco@stagezerols.com

SOURCE: StageZero Life Sciences, Ltd.