Mr. Doug Drysdale reports

CYBIN COMPLETES ACQUISITION OF SMALL PHARMA INC. TO CREATE INTERNATIONAL CLINICAL-STAGE LEADER IN NOVEL PSYCHEDELIC THERAPEUTICS

Cybin Inc. and Small Pharma Inc. have completed the previously announced acquisition by Cybin of Small Pharma by way of a plan of arrangement under the Business Corporations Act (British Columbia), and pursuant to the terms of an arrangement agreement dated Aug. 28, 2023, between Cybin and Small Pharma. As a result of the arrangement, Small Pharma is now a wholly owned subsidiary of Cybin.

"The closing of this transaction marks a significant milestone in Cybin's growth trajectory, firmly establishing us as a leader in the psychedelics sector," said Doug Drysdale, chief executive officer of Cybin. "With the industry's largest, most-advanced and well-protected deuterated N,N-dimethyltryptamine (dDMT) pipeline program and top-line efficacy data for CYB003, our deuterated psilocybin analogue program, expected this quarter, Cybin is well positioned with two advanced clinical programs for the treatment of depression and anxiety disorders with demonstrated safety and efficacy. Our efforts are also supported by the largest intellectual property portfolio in the psychedelic drug development space, with over 30 patents granted and more than 160 patents pending. We welcome the Small Pharma scientists and leaders who are joining the Cybin team, as we look to leverage the many synergies and drive value for shareholders."

George Tziras, chief executive officer of Small Pharma, commented: "For the past eight years, Small Pharma has worked to develop transformative medicines for patients struggling with depression. I am incredibly proud of what we as a team have achieved. This transaction marks the start of an exciting new chapter for Small Pharma as we bring to Cybin a complementary portfolio and a talented team. We firmly believe the combined company will be well positioned to accelerate innovation in the industry, and deliver enhanced value for our shareholders and better outcomes for patients."

With a common goal to create novel, optimized psychedelic-based therapeutics, the combination of Cybin and Small Pharma creates an international, clinical-stage leader with the potential to transform the treatment paradigm for mental health conditions. Cybin's and Small Pharma's combined N,N-dimethyltryptamine (DMT) and dDMT programs create the largest dataset of systematic research on these short-duration psychedelic molecules. The companies' combined development portfolios are highly complementary, and provide multiple opportunities to create operational and cost synergies.

Data readouts from the combined company's phase 1 deuterated programs, CYB004 and SPL028, are anticipated by late 2023. This will enable a robust evaluation of formulations and administration routes, and an informed, data-driven approach to launching a phase 2 efficacy study of dDMT in the United States early in 2024.

Cybin expects to report phase 2 safety and efficacy data from its proprietary CYB003 deuterated psilocybin analogue program in participants with major depressive disorder in late 2023. Plans are under way to scale the program for phase 3 in early 2024.

"As a stronger combined organization, there is a lot to look forward to in the remaining months of 2023 and 2024, as Cybin will have four studies running in 2024: CYB003, as it moves to phase 3; CYB004, as it moves to phase 2; and two formulation studies focused on evaluating more convenient dosing regimens," concluded Mr. Drysdale.

Mr. Tziras said: "To date, we have demonstrated strong proof of concept for our DMT program, with data to support its rapid and durable antidepressant effects to at least six months. Importantly, we have further shown that a DMT-based treatment can be administered safely in patients taking selective serotonin reuptake inhibitor antidepressants, and has the potential to enhance treatment efficacy. As a combined company, the upcoming year offers the opportunity to make significant advances in our combined proprietary psychedelic portfolio as we continue to further validate the treatment potential of these therapies."

Information for former Small Pharma shareholders

Under the terms of the arrangement, each former Small Pharma shareholder is now entitled to receive 0.2409 common share 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, 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.

In order to receive the consideration to which they are entitled, registered holders of Small Pharma shares who hold physical share certificates or DRS (direct registration statement) must submit a letter of transmittal to the depositary. A letter of transmittal has previously been mailed to Small Pharma shareholders in connection with the annual and special meeting of Small Pharma shareholders held on Oct. 12, 2023, and is available on Small Pharma's profile on SEDAR+. Small Pharma shareholders who hold their Small Pharma shares through a broker or other intermediary should follow the instructions provided by such broker or intermediary.

Cybin board and management

The combined company will be led by Mr. Drysdale, Cybin's chief executive officer, who brings over 30 years of experience in the health care sector. Mr. Tziras, the former chief executive officer of Small Pharma, has joined the board of directors of Cybin and will serve as Cybin's chief business officer, and certain 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 deliver on the development and clinical execution of the combined pipeline.

Early warning disclosure

For purposes of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (NI 62-103), prior to the arrangement, Cybin held no securities of Small Pharma. On completion of the arrangement, Cybin holds 100 per cent of the issued and outstanding Small Pharma shares. The Small Pharma shares were acquired by Cybin in exchange for the issuance of 0.2409 Cybin share for each Small Pharma share held. An early warning report will be filed by Cybin pursuant to NI 62-103 and will be available under the company's profile on SEDAR+. For further information or to obtain a copy of the early warning report, please contact Gabriel Fahel, Cybin's chief legal officer, at 1-866-292-4601 extension 714, or at Cybin's head office located at 100 King St. W, Suite 5600, Toronto, Ont., M5X 1C9, Canada.

Legal and financial advisers

Gowling WLG (Canada) LLP acted as legal counsel to Cybin.

Aird & Berlis LLP acted as legal counsel to Small Pharma and the special committee to the board of directors of Small Pharma. Jefferies International Ltd. acted as exclusive financial adviser to Small Pharma.

About Cybin Inc.

Cybin is a clinical-stage biopharmaceutical company on a mission to create safe and effective psychedelic-based therapeutics to address the large unmet need for new and innovative treatment options for people who suffer from mental health conditions.

Cybin's goal of revolutionizing mental health care is supported by a network of world-class partners and internationally recognized scientists aimed at progressing proprietary drug discovery platforms, innovative drug delivery systems, and novel formulation approaches and treatment regimens. The company is currently developing CYB003, a proprietary deuterated psilocybin analogue for the treatment of major depressive disorder, and CYB004, a proprietary deuterated DMT molecule for generalized anxiety disorder, and has a research pipeline of investigational psychedelic-based compounds.

Headquartered in Canada and founded in 2019, Cybin is operational in Canada, the United States, the United Kingdom, the Netherlands and Ireland.

We seek Safe Harbor.