StageZero Life Sciences Announces Closing of Convertible Debenture Financing

TORONTO, ON and RICHMOND, VA / ACCESSWIRE / August 18, 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 closed a private placement of units (each a "Unit") for gross proceeds of $177,000 on August 18, 2022 (the "Offering").

Each Unit is composed of (i) a $1,000 unsecured convertible debenture ("Debenture"), bearing interest at a rate of 8% per annum, having a term of eighteen (18) months from the date of issuance and is convertible into common shares ("Common Shares") of the Company, at a conversion price of $0.11 per Common Share, and (ii) 9090 Common Share purchase warrants (each a "Warrant"). Each Warrant is exercisable into one (1) Common Share of the Company at an exercise price of CAD$0.15 per Common Share for a period of eighteen (18) months from the date of issuance of the Units. Securities issued pursuant to the Offering are subject to a statutory hold period lasting four (4) months and a day after the issuance of the securities.

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®, AVRT and TREAT.

"Given the challenging market conditions, the Company has pursued a flexible financing strategy, including short term loans from insiders, investment banks, and this convertible debenture offering, to meet its cash flow needs while its products acquire traction in the marketplace, all with a view to minimizing dilution for the Company's shareholders," commented 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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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 use of proceeds from the Offering 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 use of net proceeds, the Company's financing strategies, and anticipated growth in sales of the Company's products. 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 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.

Company Contacts:
Investor Relations
Rebecca Greco
1-855-420-7140 ext. 1838
rgreco@stagezerols.com

SOURCE: StageZero Life Sciences Ltd.