Acquisition of Common Shares of StageZero Life Sciences Ltd.

Toronto, Ontario--(Newsfile Corp. - September 3, 2021) - Health Clinics Limited ("HCL") announced today that it has acquired ownership and control of an aggregate of 12,400,000 common shares ("Common Shares") in the capital of StageZero Life Sciences Ltd. (the "Company").

HCL acquired 12,400,000 common shares in the capital of the Company (the "Acquisition Shares"), pursuant to a share purchase agreement (the "Purchase Agreement") entered into by the Company, HCL, Health Clinics USA, Corp., Care Oncology, Inc., and Care Oncology Physicians, PC, whereby the Company purchased all of the issued and outstanding shares of Clinics Operations Limited, a wholly-owned subsidiary of HCL, as consideration for the Acquisition Shares (the "Transaction"). The Acquisition Shares represent 15.72% of the issued and outstanding common shares of the Company (including the Acquisition Shares, as of September 2, 2021, there were a total of 78,858,281 common shares of the Company issued and outstanding). HCL did not own any securities of the Company prior to the Transaction.

Pursuant to the Purchase Agreement, the Company is obligated to issue an additional 2,500,00 common shares to HCL in the event Clinic Operations Limited obtains a Care Quality Commission license in the United Kingdom. A further 8,000,000 common shares are issuable by the Corporation to HCL contingent upon the achievement of certain milestones and shareholder approval.

For further details of the Acquisition, please see the Company's press releases dated September 2, 2021, and August 16, 2021.

HCL currently has no plans to acquire or dispose of any additional securities of the Company. However, HCL may acquire additional securities of the Company, dispose of some or all of the existing or additional securities that it holds or will hold, or may continue to hold its respective current position, depending on market conditions, reformulations, and/or other relevant factors.

HCL has filed the early warning report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the completion of the Transaction. A copy of the Early Warning Report filed by HCL is available under the Company's issuer profile on SEDAR at www.sedar.com.

To obtain a copy of the early warning report, please contact:

Gregory Stoloff
Email: Gregory.stoloff@seekacure.com
Telephone: +447909537189

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/95611