Cybin Inc. agreed to acquire Small Pharma Inc. (TSXV : DMT) for $23.2 million on August 28, 2023. Under the terms of the Transaction, Small Pharma shareholders will receive 0.2409 common shares in the capital of Cybin. Upon completion of the Transaction, it is expected that the Small Pharma Shares will be delisted from the TSXV and removed from the OTCQB market, and Small Pharma will cease to be a reporting issuer in each of the provinces and territories in Canada. The combined company will remain headquartered in Toronto, with operations in Canada, the U.S., the U.K., the Netherlands, and Ireland, and will continue to trade on the NYSE American and the Cboe Canada under the ticker ?CYBN?. Post completion of the acquisition, combined company will be led by Cybin?s Chief Executive Officer Doug Drysdale and Small Pharma?s Chief Executive Officer, George Tziras will join the board of directors of Cybin. Certain members of Small Pharma senior management and staff will be integrated with the existing Cybin team to create a highly experienced and skilled team that is well-positioned to execute the strategy of the combined pipeline. In certain circumstances, Small Pharma will be required to pay to Cybin a termination fee of CAD 2,000,000, or Cybin may be required to pay Small Pharma a termination fee of CAD 2,000,000 plus certain expenses incurred by Small Pharma up to CAD 400,000.

The Agreement has been unanimously approved by Small Pharma?s and Cybin?s board Transaction is subject to approval of court, Small Pharma and Cybin shareholders approval. Small Pharma Board consulted with the special committee of the Small Pharma Board for the approval of the transaction. It is currently expected that the Transaction will close in late October 2023. Effective date of the transaction is October 17, 2023. As on October 12, 203, Small Pharma and Cybin is pleased to announce that the shareholders have approved the plan of arrangement. The TSX Venture Exchange (the ?TSXV?) has conditionally approved the Arrangement. Subject to the approval of the British Columbia Supreme Court, the application for which is expected to be heard on October 17, 2023, and the satisfaction or waiver of other customary closing conditions, including the final acceptance of the TSXV, the Company currently expects that the effective date of the Arrangement will occur on October 23, 2023. Following completion of the Arrangement, the Company will be delisted from the TSXV and removed from trading on the OTCQB Venture Market, and will apply to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for purposes of securities legislation. As on October 17, 2023, Cybin is pleased to announce that Small Pharma has obtained a final order of the Supreme Court of British Columbia approving the previously announced plan of arrangement.

Gowling WLG (Canada) LLP is acting as legal counsel to Cybin. Aird & Berlis LLP and Farris LLP acting as legal counsel to Small Pharma and the Small Pharma Special Committee. Jefferies International Limited is acting as exclusive financial advisor and fairness opinion provider to Small Pharma. Odyssey Trust Company acted as depositary and Alliance Advisors, LLC acted as proxy solicitor to Small Pharma. Small Pharma estimates that it will pay Alliance Advisor a fee of approximately CAD 10,000, plus reimbursement of reasonable expenses. Small Pharma has agreed to pay Jefferies for its financial advisory services in connection with the Arrangement a fee currently estimated to be approximately $2.75 million (CAD 3.740028 million), of which a portion was payable upon delivery of the Fairness Opinion and $1.75 million (CAD 2.380018 million) is payable contingent upon consummation of the Arrangement and other conditions.

Cybin Inc. completed the acquisition of Small Pharma Inc. (TSXV : DMT) on October 23, 2023. Under the terms of the Arrangement, each former Small Pharma shareholder is now entitled to receive 0.2409 common shares of Cybin for each Small Pharma common share held prior to the Arrangement. Cybin has issued an aggregate of 80,945,300 Cybin Shares to Odyssey Trust Company, as depositary (the ?Depositary?) pursuant to the terms of the Arrangement. Small Pharma Shares are expected to be delisted from the TSX Venture Exchange and removed from the OTCQB Venture Market in the coming days, and Small Pharma will apply to cease to be a reporting issuer in each of the provinces and territories in Canada. The combined company will be led by Cybin?s Chief Executive Officer, Doug Drysdale.